alameda county health care services...this agreement, dated as of january 24, 2012, is by and...

ALAMEDA COUNTY

HEALTH CARE SERVICES

ALEX BRIAGENCY

SCOE, Director Agenda February 28" 2012

January 25, 2012

AGENCY ADMIN. & FINANCE 1000 San Leandro Boulevard, Suite 300

San Leandro, CA 94577 Tel: (510) 618-3452 Fax: (510) 351-1367

The Honorable Board of County Administration Bu1221 Oak Street Oakland, CA 946 J2

Supervisors ilding

Dear Board Members:

SUBJECT:

I. Approval of Standard Agreement with Asian Health Services to plan and expand health services for Peralta Community College District; Approval of Standard Agreement with Communicy Network for Youth Development to develop and write a youth development framework for School Health Services; and Approval of Standard Agreement with Spanish Speaking Unity Council to deliver youth development services to young men and boys of color in three School Health Centers in Oakland.

RECOMMENDATION I. Approve the Standard Agreement with Asian Health Services (Principal: Sherry Hirota, CEO, Oakland, CA;

Procurement Contract No. 7307), for the period of December 1,20 II through June 30, 2012, in the amount of $70,000 to plan and expand health services for Peralta Community College District (PCCD)

2. Approve the Standard Agreement with Communicy Network for Youth Development (Principal: Sue Eldredge, Executive Director; Location: San Francisco. CA; Procurement Contract NO.7325 ) for the period of February I, 2012 through September 30, 2012, in the amount of $15,000 for developing and writing a Youth Development Framework for School Health Services.

3. Approve the Standard Agreement with Spanish Speaking Unity Council (Principal: Maurilio Leon, Acting CEO; Location: Oakland, CA; Procurement Contract No. 7323 ) for the period of February I, 2012 through June

30,2013, in the amount of $85,000 to develop, implement and integrate a curriculum serving young

men and boys of color in schools

4. Approve the attached financial recommendations.

DISCUSSIONI SUMMARY Asian Health Services has been the lead agency/health provider for Peralta Community College District (PCCD) Health Center since 2009. Under this contraet, the contractor will provide site coordination services to plan and expand health services, serve as an expert consultant on the construction of health care facilities on PCCD property; and provide oversight and management of clinical service providers.

Community Network for Youth Development will develop and write a Youth Development Framework through research and with input from School Health Services staff and partners.

To improve health and educational outcomes, Spanish Speaking Unicy Council will develop and implement a curriculum and provide culturally relevant care to young men and boys of color in three schools in Oakland.

SELECTIONICRITERIA PROCESS Asian Health Services, Community Networkfor Youth Development and Spanish Speaking Unity Council are non-profit Community Based Organizations that are exemptfrom SLEB requirements.

Through separate RFP processes administered by HCSA, using the criteria established by Health Care Services Agency, Asian Health Services was selected as the lead agency for Peralta Health Initiative/ Peralta Community College Distria Health Center in December of2009.

In December of 2011, School Health Services ofHCSA published a RFP for the Youth Development Framework writing project Community Network for Youth Development was the only vendor who submitted a proposal, which was reviewed, approved and accepted by the County Selection Committee.

In January of2012, Spanish Speaking Unity Council was selected with the highest score among four bidders to develop and implement Q curriculum serving young men and boys ofcolor in three schools in Oakland.

FINANCING The Asian Health Services contract ($70,000) and the Community Netvlork for Youth Development contract ($15,000) will be funded with Tobacco Master Settlement funds currently residing in Trust 83417 and HCSA will prepare tlle journal to move these revenues from trust before year end. Financing for Spanish Speaking Unity Council ($85,000) comes from Measure A and has been incorporated in the FY 2011-12 approved budget. Approval of these recommendations will have no impact on County General Fund revenue.

Alex Briscoe, Director Health Care Services Agency

CC: County Administrator Auditor-Controller County Counsel Children & Youth Initiatives Director School Health Services Director Measure A Finance Manager

2

FINANCIAL RECOMMENDATION AGENDA DATE: 2/28/2012 Subject of Board Letter: 3 standard agreements to expand health services for Peralta College

BY: 2012 10000

The use of Designations, as follows:

NAME OF DESIGNATION ORG

The increase (decrease) in anticipated revenue, as follows: Infomla/ional

ORG ACCT PROG PROJ/GR 350100 479993 00000 $15}000

ORGTOTAL $15,000

ORG ACCT PROG PROJ/GR

ORGTOTAL $0

GRAND TOTAL REVENUE $15,000 ===========

ORG ACCT PROG PROJ/GR 350100 610000 00000 $15,000

ORGTOTAL $15,000

Informational

ORG ACCT PROG PROJ/GR

ORGTOTAL $0

GRAND TOTAL APPROPRlATION $15,000 ============

--------Contract No.

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement, dated as of January 24, 2012, is by and between the County of Alameda, hereinafter referred to as the "County", and Asian Ilealth Services, hereinafter referred to as the "Contractor".

WITNESSETH

Whereas, County desires to obtain Peralta Health Services Initiative services which are more fully described in Exhibit A hereto ("Definition of Services"); 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 Contractor to provide Peralta Health Services Initiati vc Services, and 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 Definition of Services Exhibit B Payment Terms Exhibit C Insurance Requirements Exhibit D Debarment and Suspension Certification

The term of this Agreement shall be from December L 2011 through June 30.2012.

The compensation payable to Contractor hereunder shall not exceed Sevel7lv Thol/sand US. Dollars Only ($70.000.00) for the term of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COUNTY OF ALAMEDA

By: _

Signature

(Printed)

Title: President of the Board of Supervisors

Approved as to Form:

By: aU_..., --c-o-~ Signature

ASIAN HEALTH SERVICES

By: ~ jrlut-t..<.... l'Sgnature

Name: Sherry Hirota (Printed)

Title: Chief Executive Officer

Date: II 10 IJor 2r i

By signing above, signatory warrants and represents that he/she executed this Agreement in hislher 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.

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Contract No. _

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, disabil ity, 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 andlor 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 andlor employees of County.

Contractor does, by this Agreement, agree to perform hislher said work and functions at all times in strict accordance with currently approved methods and practices in hislher 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 detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding, County may upon two week's 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

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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 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 perfonnance 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.

In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is detennined by a court of competent jurisdiction or the Alameda County Employees' Retirement Association (ACERA) or Califomia 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 andlor 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 responsibi Iity of County.

3. INSURANCE AND BOND: Contractor shall at all times during the term of the Agreement with the County maintain in force those insurance policies and bonds as designated in the attached Exhibit C, and will comply with all those requirements as stated therein.

4. PREVAILfNG 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 ofper diem wages for legal holiday and overtime work in said locality, which per diem wages shall not be Jess than the stipulated rates contained in a schedule thereofwhich has been ascertained and determined by the Director of the State Department oflndustrial 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.

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.

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Contract No. _

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 infonnation: (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) 30l6.35, 28 CFR 66.35,29 CFR 97.35,34 CFR 80.35, 45 CFR 92.35 and Executive Order 12549.

b. By signing this agreement, Contractor certifies to the best of its knowledge and belief, that it and its principals:

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(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency;

(2) Shall not knowingly enter into 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 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.

II. 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.

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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 the County harmless from any damage caused by a fai lure 0 f the Contractor to obtain such rights from its Contractors and/or SubContractors.

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, ifit 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

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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/AirbomefUnited Parcel ServicelDHL WorldWide Express) with charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is can finned 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, 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 confinnation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day ifit 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 1000 San Leandro Blvd .. Suite 300 San Leandro. CA 94577 Attn: Vana Chavezl Kimi Sakashita

To Contractor: Asian Health Services 818 Webster Street Oakland. CA 94607 Attn: Sherry Hirota

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 perfonnance ofhislher obligations under this Agreement.

15. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractor assures that he/she/it wi II comply with Ti tie VII of the Civil Rights Act of 1964 and that no person shall, on the grounds ofrace, creed, color, disability, sex,

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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.

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 provi de 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 womenowned businesses to bid its subcontracts.

e. Nothing contained in this Agreement shall be construed in any manner so as to require or pennit 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 faci Ii ty 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 perfonned. Violation of this provision shall constitute a material breach of this Agreement.

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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. Ifsuch 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 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 MATEIUALS: 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 tennination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County), and Contractor shaH 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

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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 hereto, provided that the maximum amount payable to Contractor for its Peralta Health Services Initiative Services shall not exceed $70,000.00 payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment.

21. SMALL LOCAL AND EMERGING BUSINESS PARTICIPATION: Deleted as Contractor is exempt since it is a non-profit community based organization.

22. FIRST SOURCE PROGRAM: For cOntracts over $IOO,OOO, 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.

24. WAIVER: No waiver ofa 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 othenvise without securing the prior written consent of County in each instance.

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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 perfonnance. 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.

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 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 ofInterest (Paragraph 12), shall survive tennination 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.

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33 . PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, servi ces, hardware or software ("Contractor Products") provided to County under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemni fy 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: (l) noti fy 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.

b. In the case of any such claim of infringement, Contractor shall either, at its option, (I) 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 two additional one year terms 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 hislher authorized capacity and that by hislher

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Contract No. _

signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement.

(END OF GENERAL TERlvlS AND CONDITIONS]

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EXHIBIT A DEFINITION OF SERVICES

CONDITIONS OF FUNDS:

Asian Health Services ("Contractor") shall provide services under the Peralta Health Services Initiative. Contractor shall plan, develop and operate the Peralta Wellness Center at Laney College as part of the overall initiative.

In awarding this one-time only grant, Health Care Services Agency (HCSA) in no way obligates itself to award future grants to the recipient.

Contractor will complete the following tasks and provide the following services, which Contractor shall document in reports and other formats as requested by HCSA:

1. Contractor shall provide site coordination services in order to develop and expand Peralta Wellness Center on the Laney College Campus and plan for future expansion in other Peralta campuses.

2. Contractor shall hire, pay and supervise an Administrative Assistant to act as the Laney College administrative coordination position that shall be exclusively dedicated to the development, implementation, and evaluation and monitoring of Peralta Health Services Initiative ("Site Coordinator").

3. Contractor shall have its management staff oversee the Site Coordinators' schedules and performance and the management staff shall be available as needed to meet with the Peralta Health Services Initiative and to provide feedback and guidance on the development of the health services.

4. The Site Coordinator will serve as an "expert consultant" for the Vice Chancellor of Student Services and the Peralta Community College District (PCCD) Health Services Director to provide on-going support and professional recommendations to improve and expand the delivery of health services at the PCCD in the following areas:

• The Site Coordinator will provide a detailed plan of financially feasible health care expansion) updated biennially by March 15, 2012.

• The Site Coordinator will work in coordination with Health Care Services Agency and peCD Health Services Director and key stakeholders to support the promotion of the expansion of services and the sustainable addition of services throughout the Peralta colleges.

• The Site Coordinator will actively participate in the development and accomplishment of goals as written and updated in the PCCD Health Services Strategic Plan and Annual Plan Updates (APUs).

• The Site Coordinator will provide a template for MOUs between Contractor and La Clinica de la Raza and Lifelong Medical Care when expansion opportunities are agreed upon by, Contractor, HCSA and peCD.

• The Site Coordinator will work to ensure that support services for expansion of health services at PCeD are in place (i.e. staffing resources for additional clinics requested on Peralta campuses, completion of new hires and orientation activities in a timely manner).

• The Site Coordinator will provide quarterly financial and statistical reports and will present them to the PCCD Health Services Director. Contractor shall provide County with copies of the reports.

• The Site Coordinator will coordinate with the Health Services Director, and hold, at minimum, bi-monthly meeting with the Director.

• The Site Coordinator will develop a timeline for any new services or change in the current delivery of services in collaboration with HCSA and the PCCD Health Services Director.

5. Contractor will provide ongoing guidance and support through its participation on the Peralta Health Services Initiative in order to establish suitable goals and timelines with respect to all health service related activities.

6. Contractor will act as an expert consultant for construction of a permanent clinic and any temporary build-outs. Contractor shall stay up to date on laws, local and national practices and other matters so that they can provide appropriate expert consultation.

7. Contractor will arrange for specialty clinics, such as 18 testing and flu shots, to take place on annual bases in a variety of locations on PCCD campuses. The location of the specialty clinics will be determined jointly by Contractor and PCCD. A flat fee may be offered from PCCD in addition to the usual annual expenses for supplies and staffing. Contractor shall provide all staffing, PCCD will not staff these cl inics.

8. The Contractor will be responsible for the coordination of its staff with HCSA and the PCCD Health Services Director to develop wrinen policies and procedures as needed for the smooth operation of clinical services and to comply with state, federal and local regulations, and other health service requirements.

9. Contractor will actively explore the possibilities for grants and other funding sources and will actively work for obtaining, servicing and completing grant requirements. Contractor will actively work with County of Alameda to find and develop additional sources of funding, that does not compete with Contractor's other programs, for the health services initiative.

Reporting Requirements

Contractor shall provide the designated HCSA School Health Coordinator with quarterly reports on the status of tasks and services. The report shall be in a [onnat as directed by HCSA. Contractor shall also provide additional reports as requested by HCSA, such reports may be requested more frequently and in addition to the quarterly reports.

Contractor shall provide one electronic copy and one hard copy of the quarterly report for the preceding three months. Other reports shall be provided in a format and as requested by HCSA. Quarterly reports shall be provided no later than the following dates:

o April 15, 2012 (for the peri od covering December 1, 201 I through March 3 1, 2012) o July 15,2012 (for the period covering April 1,2012 through June 30, 2012)


EXHIBIT B PAYMENT TERMS

I. Budget Related:

A. Composite Budget Summary and Detail is set forth in Attachment I to this Exhibit. (the Peralta Health Services Initiative BUdget)

II. Terms and Conditions of Payment

A. Reimbursement:

1. The total amount of reimbursement under the terms of this Agreement shall not exceed $70,000. Funds shall be used solely in support of the Peralta Health Services operational budget. Funds may not be used for any purpose other than those specified in Exhibit A of this Agreement without prior written approval from the HCSA School Health Services Coordinator.

2. Contractor shall identify invoices and submit them for payment from the "SHC Fund" for actual expenses incurred, not exceeding $35,000 per quarter for two quarters, without approval from the School Health Services Coordinator. The final invoice shall reflect actual expenses incurred, not exceeding the remaining balance of the contract. Invoices will not be paid until reviewed and approved by the managing SHe Coordinator.

3. County shall use best efforts to process invoice submitted for reimbursement by Contractor within ten (10) working days from receipt of invoice, submission of acceptable. quarterly status and other required reports and any other back up documentation as requested by HCSA.

4. Contractor shall claim no more than 11.4% of charges for administrative overhead costs.

B. Invoicing Procedures: Contractor shall invoice HCSAI SHe Fund quarterly. Invoice, with an original signature, must be accompanied by required quarterly report. Contractor shall send invoices and required reports, to:

Alameda County Health Care Service Agency ATIN: Kimi Sakashita, School Health Services Coordinator 1000 San Leandro Blvd., Suite 300 San Leandro, CA 94577

CoUnty of Alameda· SSUSA Peral\.a Community College DI.trict • Healtll SeIVICM Program

Conlraet Teom. '21011201 '-06/3012012 AI1S Reference' 4052-820/821-052

Personnel:

Deputy Director 01 OperabOns Admlnlslralj"" Assistanl

TOIaI Personnel Fringe Benefits @ 26.9%

Tolal Personnel & Fringe Benefits Operating Expenses: Meedn9 Expenses Telecommunlcarion Travel EqUipment Supphes Ponting

To\.a I Operallng Expen.9. Total Direct

Indirect Cost @11.4%

Grand Total

Annual Budget Salary FTE County

$ 83,404 16% 13.169.00 $ :>4.85' 100·" :>4 .851 .00

48,020.00 12,917.00

60,937.00

zoo ,00 0.00

500,00 600,00 300.00 300.00

1,900.00

82,837.00

7,163.00

70,000,00

OPID:PC

ACORD- DATE (MMIDOIYYYYI

~ CERTIFICATE OF LIABILITY INSURANCE I 03/25/11

THIS CERTIFICATE IS ISSUED AS A MAnER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT; If the certlflcat& holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms aod conditions of the policy, certain policies may require an endorsement. A statement 00 this certificate does not confer rights to the certificate holder In lieu of such endorsement(s).

PRODUCER 626-405-8031 Chapman 626-405-0585 License #0522024 P. 0, Box 5455 Pasadena, CA 91117-0455

INSURED Asian Health Services Mary Lee 818 Webster St Oakland, CA 94607

COVERAGES CERTIFICATE NUMBER'

~~~~CT

P~gNJQE"\'~.MAlL ADDRESS:

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INSURER(S) AFFORDING COVERAGE

INSURERA: NIAC

NAiC.

10023- INSURER B ; NORCAl 33200

INSURER c:

INSURER D:

INSURE~.E :

INSURER F: ..

REVISION NUMBER' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

IrM TYPE OF INSURANCE l~~""I~:i POLICY NUMBER 11~~lt~Tv~ I~~~b<i>~\ .~.~

LIMITS GENERAL UABILITY -

A ..!. COMMERCiAl GENERAL LIABILITY

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Xl POLICY n~WT II LOC AUTOMOBILE LIABILITY i-

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DEDUCTIBLE-RETENTION $

WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/exECUTIVE 0 OFFICERIMEMBER ExCLUOm? (Mandalory In NH)

~rst~iPT,8~ ~:OPEAAnONS below

B Malpractice

Claims MadB

X 1201125135NPO

201125135NPO

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DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Atuc~ ACORD 101, AddltlOfl.1 Rom.rks Sc~.dule,lf

Alameda Coun~ Health Care Services Agency Is named additional Insured with respect to he operations of the named insured.

04101/11 04/01/12

04/01/11 04101112

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PRODUCTS - COMPIOP AGO S

IEmp Ben. s COMBINED SINGLE liMIT

S(Ea accJdanl)

BODILY INJURY (Per person) S

BODILY INJURY (Per accident) S

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$

$

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I WC~I~JNs I IOJ~'TORY I I EL. EACH ACCIDENT S

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1.000,00~

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3,000,000

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CERTIFICATE HOLDER CANC ELLATION

ALAMCHC

Alameda County Health Care Services Agency 1000 San Leandro Blvd., #300 San Leandro, CA 94577

SHOULD ANY OF THE ABOVE OESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL 8E DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTMORlZE D REPRES ENTAllYE

~ © 1988-2009 ACORD CORPORATION. All rights reserved.

ACORD 25 (2009/09) The ACORD name and lDgo are registered marks of ACORD

- --

DATE (MMlDlYYYYY)ACORi:! ICERTIFICATE OF LIABILITY INSURANCE ~ 4/6/2011 THIS CERTIFICATE IS ISSUED AS A MATTER Of INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES

BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTAnVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATlON IS WAIVED, SUbject to

the terms and conditions of the polley, certain policies may require an endorsement. A statement on this certificate does [lot confer righls 10 the

certificate holder in lieu of such endorsemen!(sj.

PRODUCER ~~r'" valentina HernandezInterWest Insurance Services

~gNJo ~ ..\. 01 <: _ 60Q -R"Q<; I[~~ NO): Q1 I'; - Q 7 Q- 7 <; q <;License #0801094 3636 American River Dr, #200 [email protected] Sacran~nto CA 95865-5188 PRODUCER lOll: ASIAN- 8

INSURER{S) AFFORDINO COVERAGE NAle.

INSURED INSURERI'.: Hart ford Fi re Insurance Co 19682 Asian Health Services

INSURER B:818 Webser -~-~'.. ~'._.- - .Street - Oakland CA 94607 INSURERC:

INSURER O.

INSURER E

INSURER F'

COVERAGES CERTIFICATE NUMBER'366637824 REVISION NUMBER'

THIS IS TO CEATlfY THAT THE POlICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTIMTHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONlRACT OR OTHER DOCUMENT 'MTH RESPECT TO WHICH THIS CERnFICATE MAY BE ISSUE D OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIE S DESCRIBED HE.RE IN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE SEEN REDUCED BY PAID CLAIMS.

INSR AuOL SUB LTR TYPE OF INSURANCE POLICY NUMBER (~'b~~ 1(~16~W~' LIMIlS

GENERAL LIA5ILITY EACH OCCURRENCE S-COMMERCIAL GENERAL LIABILITY 1~~,A~~ ~?E~ENrE.D noel $MI ES • OOOUJren-~ C.AIMS-MAOE OCCUR MED EXP (Anyone personl S0 - -_ .._--,

PERSONAL &. ADV INJURY S-GENERAL AGGREGATE S-PRODUCTS - COMPIOP AGG $~L AGGREr~lE LIMIT AnS PER

POLICY ~~ LOC $

-AUlOMOBllE llABlllTY COMBINED SINGLE LIMIT (Ea acodent) $

ANY AUTO c-- OODllY INJURY (Per pe"'O'l) $

ALL OIVNED AUlOS C- OODllY INJURY (Per ace"ent) $

SCHEDULED AlITOS ~OPERTY DAMAGEf- $(Per accident)

f- NON-c'M'IED AUTOS

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$ f-

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EACH OCCURRENCE $UMBRaUl lIAa __ nOCCURf- _~.~

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AGGREGAlE S~.... __ A •• _·_. __ ._

DEDUCTIBLE $ f--

RETEmlON S $

1\ WORKERS CDMPENSATION 51WEJYJ25l 4/1/201. 4/1/2012 IO~~-X 17~;r~~N" IAND EMP\.OYERS· LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE D E..L EACH ACCIDENT $1.000.000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L DISEASe: - €A EMPLOYEE $1,000,000

~t~~j;;'-M~~~gPERATIONSbelow E.L DISEASE· POLICY LIMrT n,ooo.OOO

DESCRIPTION OF OPERAliONS / LOCAl IONS / VEHICLES (AttaCh ACCRD 101. Additional Rema,1ls SChedule, il more space Is reqUiredl

Evidence of Coverage

CERTIFICATE HOLDER CA NC E LLATION

SHOULD ANY OF THE ABOVE DESCRIBI:D POUC IES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WilL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

Evidence of Coverage

AUTHORIZED REPRESENTATIVE

~'~f I

@ 1 988·2009 ACORD CO RPO RATIO N. All rights reserved.

ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD

Contract No. _

EXHIBIT 0

COUNTY OF ALAMEDA DEBARl\1ENT 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: Asian Health Services

PRINCIPAL: ~Sh:..:..:e~rry~H~ir~ot=a TITLE: Chief Executive Officer

SIGNATURE: ~~ DATE: __-+-{.L...loI!Q+(.=.UJ:>L.//~l-:::....--__

Contract No. _

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: Asian Health Services DEPT #: -,-,46:;....::;.5__

TITLE/SERVICE: Peralta Health Services Initiative

DEPT. CONTACT: Kimi SakashitalDecima C. Molina PHONE: x53425/x57571

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 (X) ( ) do the work agreed to in the contract?

3. If the answer to BOTH questions is YES, provide the employer ID number here: 94-2235908. 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, Le., 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?

Page 1 of2

-------Contract No.

III. FOR CONSULTANTS, PROJECT MANAGERS, PROJECT COORDINATORS

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

1. Will the agreement be with an individual who does not have an outside practice?

() ( )

2.Will the contractor work more than an average often hours per week?

( ) ( )

IF THE ANSWER TO 2 IS YES, ANSWER QUESTIONS 3.

3.Will the County provide more than 20% of the contractor's () ( ) income?

4. If the answer to either question l.a, or ifrequired, question l.b 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.

~/~C~ature

Sherry Hirota Alex Briscoe Printed Name Printed Name

__\\ \v \, d-o\ ?/ Date

Page 2 of2



This Agreement, dated as of January 24.2012, is by and between the County of Alameda, hereinafter referred to as the "County", and Community Network for Youth Development, hereinafter referred to as the "Contractor".

WITNESSETH

Whereas, County desires to obtain Youth Development Framework creation services which are more fully described in Exhibit A hereto (" Definition of Services"); and


Now, therefore it is agreed that County does hereby retain Contractor to provide Youth Development Framework creation services, and 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 Definition of Services Exhibit B Payment Tenus Exhibit C Insurance Requirements Exhibit D Debarment and Suspension Certification

The term of this Agreement shall be from January 1, 20 J2 through September 30, 2012.

The compensation payable to Contractor hereunder shall not exceed Fifteen Thousands u.s. Dollars Only ($15.000.00) for the tenn of this Agreement.

Page I of 15

Contract No. _


COUNTY OF ALAMEDA COMMUNITY NETWORK FOR YOUTH DEVELOPMENT

By: _ By ~flU_ Signature slgna~

Name: Nate Miley Name: Sue Eldredge (Printed) (Printed)

Title: President of the Board of Supervisors Title: Executive Director

Approved as to Fonn:

By signing above, signatory warrants and represents that he/she executed this Agreement in his/her authorized

By: ~~f1'" capacity and that by his/her signature --C-o-u-n~l Signature on this Agreement, he/she or the entity

upon behalf of which he/she acted, executed this Agreement.

Page 2 of 15


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 govenunental 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 COWlty may incur because of Contractor's failure to pay such amoWlts.

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 tIlis Agreement, agree to perform his/her said work and functions at all times in strict accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned 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 week's 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. INDENfNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of

Page 3 of 15

Contract No. _

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 perfonnance 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 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.

In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is detennined 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 hannless 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 tenn of the Agreement with the County maintain in force those insurance policies and bonds as designated in the attached Exhibit C, and will comply with all those requirements as stated therein.

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 perfonned, and not less than the general prevailing rate ofper 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 detennined by the Director of the State Department ofIndustrial Relations to be the general prevailing rate of per diem wages for each craft or type ofworkman or mechanic needed to execute this contract.

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.

Page 4 of 15

Contract No.-------

6. CONFORMITY WITH LAW AND SAFETY:

a. In perfonning 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 hannless 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 perfonnance of this Agreement, Contractor shall immediately notify the Alameda Cowty 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 infonnation 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, Debannent 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) 3016.35,28 CFR 66.35, 29 CFR 97.35, 34 CFR 80.35, 45 CFR 92.35 and Executive Order 12549.


Page 5 of 15


(I) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or volwltarily excluded by any federal department or agency;


8. PAYMENT: For services pelfoID1ed in accordance with this Agreement, payment shall be made to Contractor as provided in Exhibit B hereto.


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 a1l 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 Infonnation System, respecting in any way the subject matter of this Agreement.

Contractor shaH 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.

Page 6 of lS


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. Cono'actor agrees to defend, indemnify and hold the County harmless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors and/or SubContractors.

Contractor shaH pay aU 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 "Al), 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 perfonnance 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 detennined in the reasonable judgment of the Board of Supervisors of the County_

The Contractor agrees that any infonnation, 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 infonnation made known to or discovered by it during the perfonnance 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.


Personal delivery: When personally delivered to the recipient, notices are effective on delivery.


Page 7 of 15

Contract No. _

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/AirbomelUnited Parcel ServicelDHL WorldWide Express) with charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confinned 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, 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 confmnation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day ifit is received after 5:00 p.m. (recipient's time) or on a non-business day.


To County: COUNTY OF ALAMEDA J-IeaJth Care Services Agency lOOO San Leandro Blvd., Suite 300 San Leandro, CA 94577 Attn: Yvette Leung

To Contractor: Conununitv Network for Youth Development 657 Mission Street #410 San Francisco, CA 94105 Attn: Sue Eldredge

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, W1claimed, 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 marmer pennitted by tills 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 perfonnance ofhislher obligations tmder this Agreement.

15. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractor assures that he/shelit 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)

Page 8 of 15

Coutract No. _

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 ofthi5 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.

b. Contractor shall, if requested to so do by the County, certify that it has not, in the perfonnance of this Agreement, discriminated against applicants or employees because of their race, creed, color, disability, sex, sexual orientation, national Oligin, 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.


e. Nothing contained in this Agreement shall be construed in any manner so as to require or pennit any act, which is prohibited by law.


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 defmed 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.

Page 9 of 15

Contract No. _

17. AUDITS; ACCESS TO RECORDS: The Contractor shall make available to the County, its authorized agents, officers, or employees, for exarnination 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 infonnation 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, Califomia, 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 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 tilis Agreement Of completion of all work hereunder, as evidenced in writing by the County, and the Conh-actor 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 MATERlALS: 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 wee (3) years following the County's last payment to Contractor under this Agreement.



Page 10 of 15

Contract No. _

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 hereto, provided that the maximum amount payable to Contractor for its Youtll Development Framework creation services shall not exceed $15.000.00 payment for services provided hereunder prior to the effective date of said suspension, tennination or abandonment.

SMALL LOCAL AND EMERGING BUSINESS PARTICIPATION: Contractor has been certified by the County as a small or emerging local business. 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. Ifduring the teon of this contract, Contractor's certification status changes, Contractor shall notify the County witilln three business days.

Should Contractor's status as a certified small or emerging local business change at any time during the term of this Agreement, Contractor shall negotiate with County to be in compliance with the County's Small and Emerging Local Business provision, including but not limited to:

a. Contractor must subcontract a minimum 20% of the remaining contract value with a certified small or emerging local business(es).

b. SLEB subcontractor(s) is independently owned and operated (i.e., is not ovmed or operated in any way by Prime), nor do any employees of either entity work for the other.

c. As is applicable, Contractor shall ensure that their certification status is maintained in compliance with the SLEB Program for the term of this contract.

d. For any subcontractors retained to comply with this provision, Contractor shall not substitute any such small and/or emerging local businesses) subcontractor without prior written approval from the County. Said requests to substitute 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 (OCC). Further approval from the Board of Supervisors may also be required..

e. If subcontractors are added to the contract, all SLEB participation, except for prime contractor, must be tracked and monitored utilizing the Elation compliance System (see Exhibit E). SLEB prime contractor with SLEB

Page 11 of IS

subcontractors must enter payments made to subcontractors in the Elation System and ensure that SLEB subcontractors confirm payments received.

Contractor shall meet the requirements above within 15 business days of the County notifying Contractor that it is no longer in compliance with the program. County will be under no obligation to pay contractor for the percent committed to a SLEB 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 the COWlty Auditor- Controller's Office of Contract Compliance (OCC) located at 1221 Oak St., Rm. 249, Oakland, CA 94612 at Tel: (510) 891-5500, Fax: (510) 272-6502 or via E-mail at ACSLEBcompl [email protected].

21. 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 . 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.

24. ENTIRE AGREEMENT: This Agreement, including aU 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. Tllis Agreement supersedes and merges aU previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire Wlderstanding of the parties regarding the subject matter thereof. The Agreement may not be modified except by a written document signed by both parties.

Page 12of15

25. HEADINGS herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.

26. 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.

27. 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 billeting unless it is in writing and signed by authorized representatives of both parties.

28. ASSURANCE OF PERFORMANCE: Ifat 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 it5 receipt of County's request and shall thereafter diligently commence and fully perfonn 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.

29. 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.

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.


c. Contractor shall remain fully responsible for compliance by its subcontractors with all the tenns of this Agreement, regardless of the terms of any agreement between Contractor and its subcontractors.

30. 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 tennination or expiration.

Page 13 of 15

31. 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, tmless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.

32. PATENT AND COPYRlGHT INDEMNITY: Contractor represents that it knows of no aHegations, 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, infonnation 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 s,ettlement of such proceeding.

b. In the case of any such claim of infringement, Contractor shall either, at its option, (I) 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.


33. 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.

Page 14 of 15


34. EXTENSION: This agreement may be extended for two additional one year terms by mutual agreement of the County and the Contractor.

35. SIGNATORY: By signing tIlls agreement, signatory warrants and represents that he/she executed this Agreement in hislher authorized capacity and that by hislher signature on this Agreement, he/she or the enti ty upon behalf of which he/she acted, executed this Agreement.

[END OF GENERAL TERMS AND CONDITIONS]

Page 15 of 15


Standard Agreement EXHIBIT A

Definition of Services

CONTRACTOR: Community Network for Youth Development CONTRACT PERIOD: January 1, 2012 to September 30, 2012 CONTRACT AMOUNT: $15,000

Background for Contracted Services

Contractor shall provide services consistent with and in support of the principles of the' Alameda County School Health Services Coalition (SHS) to embrace youth development as a process that actively seeks out and acquires personal, environmental and social assets for youth. Contractor shall provide services in a manner that supports the delivery of programs that strengthen youth and provide meaningful experiences to build their skills, competencies, and resiliency. Contractor shall seek out and incorporate the perspectives, experiences, ideas, and action of youth themselves in shaping programs and services to meet their needs.

Scope of Services:

Contractor will create a Youth Development Framework Publication for the SHS Coalition, by completing the activities and providing the written materials identified under "Products" according to the folloWing schedule

Phase I: (week 1-4) • Background review of research-based youth development frameworks and application

of the frameworks. • Conduct five of the interviews with key staff and partners from the School Health

Services Coalition to develop an understanding of stakeholder needs and perspectives. • Develop timeline with SHS staff to identify actual dates for the phases of this project, all

of which must be completed by the end of the contract term.

Products: • Background Materials that highlight findings from framework research, • Summary of research to be used in Stakeholder Meeting #1. • Project timeline

Phase II: (week 5) • Convene Stakeholder Meeting #1 with 20-30 participants, • Arrange the meeting, including determining the location, preparing written material

for distribution and contacting Stakeholders, • Include discussions to determine needs and direction


• Prior to Stakeholder Meeti ng # 1, Contractor sha l\ provide to SHS an overview of different youth development frameworks and their application, with a particular focus on their use in healthcare settings. This overview shall be presented by Contractor at Stakeholder Meeting # l.

• Facilitate the meeting and encourage discussions with Stakeholders to gather input and key messages.

• Document Stakeholders input.

Products: • Meeting Materials and PowerPoint Presentation for Stakeholder Meeting #1 • Summary of Meeting Discussion and Key Take-Aways to Inform Work Ahead (fOf SHS

Project leads)

Phase III: (weeks 6-10) • Continue to gather further stakeholder input • Development of a draft Framework, through continued stakeholder interviews and site

visits.

Products: • Summary of Key Interview Findings • Review of Current SHS Youth Development and Implications for Framework

Development • Draft of Youth Development Framework and Narrative

Phase IV: (weeks 11 to 12) • Convene Stakeholder Meeting #2 to Review Draft Framework and Narrative

Description including: • Arrange the meeting, including determining the location, preparing written material

for distribution and contacting Stakeholders. • Facilitate the meeting and encourage discussions with Stakeholders to gather input

and key messages. • Document Stakeholders input.

Products: • Meeting Materials and PowerPoint Presentation for Stakeholder Meeting #2 • Summary of Meeting Discussion and Key Take-Aways to Inform Work Ahead (for SHS

Projeet leads)

In Phase V: (weeks 13 to 15) • Complete Youth Development Framework incorporating feedback from Stakeholder

meetings

Products: • 2nd Draft of the Youth Development Framework for review by SHS staff

In Phase VI: (weeks 15 to 18)

• Convene the third and final Stakeholder Meeting to gather final Framework publication input

• Arrange the meeting, including determining the location, preparing written material for distribution and contacting Stakeholders.

• Facilitate the meeting and encourage discussions with Stakeholders to gather input and key messages.

• Document Stakeholders input.

Products: • Meeting Materials and PowerPoint • Summary of Meeting Discussion and Key Take-Aways to Inform Work Ahead (for SHS

Project leads)

In Phase VI: (weeks 19 to 24) • Complete final edits to Youth Development Framework Publication

Product: • Final Youth Development Framework Publication (County reserves the right to create,

edit and revise final text and graphics for layout).

EXHIBIT B Community Network for Youth Development

Payment Terms

Terms and Conditions of Payment

I. Budget: January 1, 2012- September 30, 2012

Deliverable Hours Cost Background Framework Research and 23.5 $3188 Interviews with Key Stakeholders Stakeholder Meeting # 1 to Determine 8 $1000 Needs and Direction Further Stakeholder Input and 23.5 $3188 Development of a Draft Framework Stakeholder Meeting #2 to Review Draft 8 $1000 Framework and Narrative Description Further Framework Development and 20 $2810 Draft ofYout'h Framework Development Publication Final Stakeholder Meeting #3 to Gather 8 $1000 Final Framework Publication Input Final Edits to Youth Development 20 $2748 Framework Publication20 TOTAL 111 $14-933

II. Reimbursement:

1. The total amou nt of reim bursement under the terms of this Agreement shall not exceed $15,000, Funds shall be used solely in support of developing a Youth Development Framework for School Health Services, Funds may not be used for any purpose other than those speci fled in Exh ibit A of this Agreement wi thou t prior wri tten approval from the HCSA School Health Services Coordinator.

2. Contractor shall clearly identify invoices and submit them for payment from the "SHC Fund" and include a status report of acti vities and written products provi ded to County during the invoice d time frame, Contractor shall invoice for actual expenses incurred, not exceeding $7,500 per invoice without approval from the School Health Services Coordinator. The final invoice shall reflect actual expenses incurred, not exceeding the remaining balance of the contract. Invoices will not be paid until reviewed and approved by the managing SHC Coordinator.

3. County shall use best efforts to process invoices submitted for reimbursement by Contractor within ten (10) working days of receipt of invoice, submission of acceptable status and other required reports and any other back up documentation as requested by HCSA.

---------Contract No.

B. Invoicing Procedures: Contractor shall invoice HCSAj SHC Fund twice during the terms of this contract. Invoice, with an original signature, must be accompanied by required reports. Contractor shall send invoices and required reports, to:

Alameda County Health Care Service Agency ATTN: Kimi Sakashita, School Health Services Coordinator 1000 San Leandro Blvd., Suite 300 San Leandro, CA 94577

- -

·~0

~RD CERTIFICATE OF LIABILITY INSURANCE I ;~~~~7;~f~·1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE ODES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED

, REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. .

:.IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. It SUBROGATION IS WAIVED, subject t9 the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the

., certIficate holder In lieu of s ucli endorsement(s). l!' ~l 1

PRODUCER ~~~~~CT Katherine Berkman "'J

Calender-Robinson Company, Inc. r"K"QN,;" ~yn. (415) 978-3800 I ~f;2 N,,\. (415) 918-3825 l' ~'

FB02 670 63 ~~nAJ~.,.,. kberkman@calrob. com ~1o!.I:I.lOi~:'::"'::'=='::":"":=":""="':"":"":~ --,-__"';";"'--1

~OO Montgomery St., S.ui te 888 INSURER(SjAFFORDING COVERAGE NAIC1, ' ~. San Francisco CA 94104 INSURERA,Nonprofits' Insurance Alliance ;lr;(~, t

iINSURED INSURERS :Emplovers Compensation Ins Co,

O f "c;ommunity Network for Youth Development INSURERcNorth Ameri.can Elite Insurance

657 Mission Street It 410 INSURER 0: :..:: I I r==='--'<-'-----------------------+-----+.tl-.. "'.---1

INSURER E:

San Francisco CA 94105 INSURER F:

COVERAGES CERTIFICATE NUMBER ·CL11l02 906371 REVISION NUMBER' : 'THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED A80VE FOR THE POLICY PER1GEi

INDICATED. NOTliViTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT IMTH RESPECT TO WHICH THI~

!=:ERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRISED HEREIN IS SU8JECT TO ALL THE TERMS, · - EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS .. ~

It-lSR I/IDDL SUBR L.TR TYPE OF INSURANCE POLICV NUMSER 1r:~J-Jgrri~\ II~a~I>J,,~\ LIMITS

GENERAL UABIUTY EACH OCCURRENCE S 1,000,0'00f-

OA~AI?E TO_RENTED , - ~ OMMERCIAl GENERAL LIABIL!"fY PREM IS ES IEa occurrence1 S 500--,000

11/12/2011 1/12/2012j..: f---- CLAIMS,MADE WOCCUR 2011-1472a~NPO MED EXP IAny one oerson) $ 20~OOO,'.· , PERSONAL & ADV INJURY $ 1,OOO';OOO~

·.1 f-

GENERAL AGGREGATE $ 2,'000\;00'0".-,. f--- PRODUCTS· COMP/OP AGO $ 2 , bocH·ooo,: ~'L AGGRnE LIMIT APFt PER.

f11.,: sX POLICY ~~f)-i- lOC

AUTOMOBilE LIABILITY PE~~~~d~~I~'NGlE LIMIT $ 1· ;ood~ooo ; · , BODllV INJURY (Per pers<>11 $ - ..ANY AUTO ~

~. - ALL OIM'lEO - SCHEDULED 12011-14728-NPO 1l/1212011 11/12/2012 BODllV INJURY (Per accid"~l) $ - - . -- . AUTOS AUTOS.

NON·OWNED r.ROPERTY DAMAGEX X $HIRED AUTOS AUTOS Per accident} if. -..1", - -

H $

, ..UMBRELLA LIAB EACH OCCURRENCE $ ,...- OCCURI

.~ ~-.. .· J EXCESS LIAB AGGREGATE $CLAIMS·MADE ~. . ...

OED I I RETENTION $ $ .,. . ,.8- WORKERS COMPENSATION <. X I~,nfJJ#~ I IOl~- - ....AND EMPLOYERS' LIABILITY ... VIN ; ANY PROPRIETORJPARTNERJEXECUTIVE D E.L EACH ACCIDENT $ 1 000 0001

OFFICER/MEMBER EXCLUDED? PI/A 11/11/2011 11/8/2012(Mandatory 1n NH) t;IG 1110016 03 E.L DISEASE - EA EMPLOVEE $ i--0o6-~oo~J , If t., descnbe undor

o SCRIPTION OF OPERATIONS belOW E.L DISEASE, POLICY LIMIT $ 1 OOO~QOO . , 'I ' •

111/12/2011 ~1/12/2012C Employee Dishonesty ~WBOO03a55-08 Each Claim $ 106:000

. DESCRIPTION OF OPERAnONS I LOCATIONS I VEHICLES (Anach ACORD 101, Addldonal Remark. Schedule, II mo.... space's required) -. County of Alameda, its Board of Supervisors, individual members thereof & all County officers, agents, ;~

employees & representatives are all included as additional insured as per the attaChed endorsement

_.~-,. , ... I

~-j··~1

~._ • ..; ~ 1 , CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE OESCRIBED POLICIES BE CANCELLED BEib~lfQ T'rlE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN;ACCORDANCE WITH THE POLICY PROVISIONS. . .

County of Alameda

Alameda Co. Health Care Services Agency

Attn: Connie Yale

1000 San Leandro Blvd,

Suite H300 San Leandro, CA 94577

ACORD 25l2010/05) ©1988-2010 ACORD CORPORATION. Alfrlghts reserv.ed,

INS025 (201005).01 The ACORD name and logo are registered marks of ACORD

Named Insured: Community Network for Youth Development

Policy: 2011-14728-NPO

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - DESIGATED PERSON OR ORGANIZATION

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE

Name of Person or Organization:

Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the tean of this policy, and for which a certificate of insurance naming such person or organization as additional insured has been issued, but only with respect to their liability arising out of their requirements for certain performance placed upon you, as a nonprofit organization, in consideration for funding or financial contributions you receive from them. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization.

(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)

WHO IS AN INSURED (Section II) is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behal f:

A. In the performance of your on-going operations; or B. In connection with your premises owned by or rented to you

CG 2026 (07/04)

C

EXHIBIT C

COUNTY OF ALAMEDA MINIMUM INSURANCE REqUIREMENTS

Without limiting any other obligation or liability under this Agreement, the Contractor, at its sole cost and expense, shall secure and keep in force durinQ the entire term of the Agreement or lonQer. as may be specified below, the followinQ insurance coveraqe, limits and endorsements:

TYPE OF INSURANC'E COVERAGES MINIMUM LIMITS

A Commercial General Liability $1,000,000 per occurrence (CSl) Premises Liability; Products and Completed Operations; Contractual Bodily Injury and Property Damage Liability; Personallniurv and AdvertisinQ Liability

B Commercial or Business Automobile Liability $1,000,000 per occurrence (CSL) All owned vehicles, hired or leased vehicles, non-owned, borrowed and Any Auto permissive uses. Personal Automobile liability is acceptable for Bodily Injury and Property Damage individual contractors with no transportation or hauling related activities Workers' Compensation (WC) and Employers Liability (EL) we: Statutory limits Required for all contractors with employees EL: $100,000 per accident for bodily injury or disease

D Endorsements and Conditions: , 1. ADDITIONAL INSURED: All insurance reqUired above with the exception of Personal Automobile liability, Workers'

Compensation and Employers Liability, shall be endorsed to name as additional insured: County of Alameda, its Board of Supervisors, the individual members thereof, anQ all County officers, agents, employees and representatives.

2. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement with the following exception: Insurance policies and coverage(s) written on a claims-made basis shall be maintained during the entire term of the Agreement and until 3years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement.

3. REDUCTION OR LIMIT OF OBLIGATION: All insurance policies shall be primary insurance to any insurance available to the Indemnified Parties and Additionallnsured(s). Pursuant to the provisions of this Agreement, insurance effected or procured by the Contractor shall not reduce or limit Contractor's contractual obligation to indemnify and defend the Indemnified Parties.

4. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with aA.M. Best Rating of no less than A:VII or equivalent, shall be admitted to the Stale of California unless otherwise waived by Risk Management, and with deductible amounts acceptable to the County. Acceptance of Contractor's insurance by County shall not relieve or decrease the liability of Contractor hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sale responsibility of the Contractor.

5. SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein,

6, JOINT VENTURES: If Contractor is an association, partnership or other joint business venture. required insurance shall be provided by anyone of the following methods: - Separate insurance policies issued for each individual entity, with each entity included as a "Named Insured (covered party),

or at minimum named as an "Additional Insured" on Ihe other's policies. - Joint insurance program with the association, partnership or other joint business venture included as a "Named Insured.

7. CANCELLATION OF INSURANCE: All required insurance shall be endorsed to provide thirty (30) days advance written notice to the County of cancellation.

8. CERTIFICATE OF INSURANCE: Before commencing operations under this Agreement, Contractor shall provide Certincate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to County, evidencing that al\ required insurance coverage is in effect. The County reserves the rights to require the Contractor to provide complete. certified copies of all required insurance policies. The require certificate(s) and endorsements must be sent 10:

- Department/Agency issuing the contract - With a copy to Risk Management Unit (125 - 121h Street, 3rd Floor, Oakland, CA 94607)

Certificate C-1 Page 1 of 1 Form 2001-1 (Rev, 03115106)


EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION


The contractor, under penalty of perjury, certifies tha t, except as noted below, contractor, its principals, and any named and unnamed subcontractor:



• Has not been suspended,. debarred, voluntarily excluded or determined



• Has not been indicted, convicted, or had a civil judgment rendered against it by






CONTRACTOR: Community Network for Youth Development

PRINCIPAL: =S=ue=-=E:..:..::ld=r=ed=g::..:e~ TITLE: Executive Director

SIGNATURE ~ < £&hi

llO-23

QUESTIONNAIRE FOR DETER!VlINING 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: Comnumity Network for Youth Development DEPT#: 465

TITLE/SERVICE: Youth Development Framework Creation

DEPT. CONTACT: Tracey Schear/Connie Yale PHONE: x52015/ x57990

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 (X) ( ) do the work agreed to in the contract?

3. If the answer to BOTH questions is YES, provide the employer ID number here: 94-3210511 No other questions need to be answered. Withholding is not requi(ed.

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/rno)?

4. Is the relationship between the County and the contractor intended to ( ) ( ) be ongoing?

Page 1 of2

-------110-23 Contract No.


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)?


1. Will the agreement be with an individual who does not have an () ( ) outside practice?

2.Will the contractor work more than an average often hours per week? ( ) ( )


3.Will the County provide more than 20% of the contractor's income? () ( )

4. If the answer to either question La, or if required, question lob 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:


Sue Eldredge Alex Briscoe Printed Name Printed Name

2; t//l. Date

Page 2 of2


This Agreement, dated as of February 28, 2012, is by and between the County of Alameda, hereinafter referred to as the "County", and Spanish Speaking Unity Council, hereinafter referred to as the "Contractor".

WITNESSETH

Whereas, County desires to obtain Youth Development, Health and Wellness Promotion, Community Outreach and Marketing services which are more fully described in Exhibit A hereto ("_Services"); and


Now) therefore it is agreed that County does hereby retain Contractor to provide Youth Development. Health and WelJness Promotion, Community Outreach and Marketing Services, and 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 tills reference:

Exhibit A Definition of Services Exhjbit B Payment Tenus Exhibit C Insurance Requirements Exhibit D Debannent and Suspension Certification

The tenn of this Agreement shall be from Febl1lary 1. 2012 through June 30, 2013.

The compensation payable to Contractor hereunder shall not exceed Eig/7Q' Fil'c Thousand u.s. Dollars Onlv ($85.000.()0) for the term of this Agreement.

Page 1 of 14

------------


COUNTY OF ALAMEDA

By: _ Signature

Name: (Printed)

Title: President of the Board of Supervisors

Approved as to Fonn:

By:_---+Ild'o~............u=..------

SPANISH SPEAKlNG UNITY COUNCIL

By:__<J!~ _ Signature

Name: Maurilio Leon (Printed)

Title: Acting Chief Executive Officer

Date: ~ ~r''-'''2-=-=-- _

By signing above, signatory warrants and represents that he/she executed this Agreement in hislher authorized capacity and that by hislher signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement.

Page 2 of 14

GENERAL TERl\1S 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 Iiable 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 3OcVor 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 ancVor employees of County.

Contractor does, by this Agreement, agree to perfonn hislher 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 week's notice to Contractor, withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state govenunents.

2. INDEMNlFICATION: To the fullest extent pennitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of

Page 3 of 14

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 injury to or destruction of property, including the loss therefrom, or to any violation of federal, state or municipallaw or regulation, which arises out of or is any way connected with the performance of tills 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.

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 hannless 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 tenn of the Agreement with the County maintain in force those insurance policies and bonds as designated in the attached Exhibit C, and will comply with all those requirements as stated therein.

4. PREVAILING WAGES: Pursuant to Labor Code Sections 1770 et seq., Contractor shall pay to persons perfonning labor in and about Work provided for in Contract not less than the general prevailing rate of per diem wages for work ofa similar character in the locality in which the Work is performed, and not less than the general prevailing rate ofper diem wages for legal holiday and overtime work in said locality, which per diem wages shaH 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.

5. WORKERS' COMPENSATION: Contractor shall provide Workers' Compensation jnsurance, as applicable, at Contractor's own cost and expense and further, neither the Contractor nor its can-ier shall be entitled to recover from County any costs, settlements, or expenses of Workers' Compensation claims arising out of this Agreement.

Page 4 of 14

6. CONFORMITY WITH LA W AND SAFETY:

a. In peIfonning services under tilis Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes and regulations of govenunental 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 deat:l\ serious personal injury or substantial property damage occurs in connection with Contractor's perfonnance of tius Agreement, Contractor shall immediately notify the Alameda County Risk Manager1s Office by telephone. Contractor shall promptly submit to County a written report, in such fonn as may be required by County of all accidents which occur in connection with this Agreement. This report must include the following information: (I) 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 infonnation 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 a1l 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 FederaJ Regulations (CFR) 3016.35,28 CFR 66.35, 29 CFR 97.35, 34 CFR 80.35,45 CFR 92.35 and Executive Order 12549.


Page 5 of 14

(I) Are not presently debarred, suspended, proposed for debannent, declared ineligible, or vohmtatily excluded by any federal department or agency;


8. PAYMENT: For services pelfonned in accordance with this Agreement, payment shall be made to Contractor as provided in Exhibit B hereto.


10. TAXES: Payment of all applicable federal, state, and local taxes shall be the sale responsibility of the Contractor.

11. OWNERSHIP OF DOCUMENTS: Contractor hereby assigns to the County and its assignees aU 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 abo\le 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 MateIials. 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 perfonned or paid for.

Page 6 of 14

In Contractor"s contracts with other Contractors, Contractor shall expressly obligate its Sub-Contractors to grant the County the aforesaid assigrunent and license rights as to that Contractor's Documents and ',N[aterials. Contractor agrees to defend, indemnify and hold the County harmJess from any damage caused by a failure of the Contractor to obtain such rights from its Contractors and/or SubContractors.

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 tbe work as set forth in Exhibit "A", and shall defend, indemnify and bold 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 perfonnance 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 COWlty by notices provided in accordance with Paragraph 13 of this Agreement, ifit is requested to disclose any information made known to or discovered by it during the perfonnance 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 tennination of services to the County hereunder.


Personal delively: When personally delivered to the recipient, notices are effective on delivery.


Page 7 of 14

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 deli very is confirmed by a return receipt.

Overnight Delivery: When delivered by overnight delivery (Federal Express/AirbornelUnited Parcel Service/DHL WorldWide Express) with charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confinned 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, 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 confmnation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day ifit is received after 5:00 p.m. (recipient's time) or on a non-business day.


To County: COUNTY OF ALAMEDA Health Care Services Aeency 1000 San Leandro Blvd., Suite 300 S,m Leandro. CA 94577 Attn: Valla Chavezf.Kjmi Sakashita

To Contractor: Spanish Speaking Unity Council 1900 Fruitvale Ave., 2a Oakland, CA 94601 Attn:MaUliJjo Leon! Sofia Navarro

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 pennitted 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 perfonnance 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,

Page 8 of 14

sexual Olientation, national origin, age, religion, Vietnam era Veteran's status, political affillation) 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.

b. Contractor shall, if requested to so do by the County, certify that it has not, in the perfonnance 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.


e. Nothing contained in this Agreement shall be const:med in any manner so as to require or pennit any act, which is prohibited by law.


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. I f 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 shaH notify the head of the County department/agency for which the contract services are perfonned. Violation of this provision shall constitute a material breach of this Agreement.

Page 9 of 14

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 fumish 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 incwred by the Contractor in the perfOlmance 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 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 th.is 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.



Page 10 of 14

should abandon, tenninate 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 hereto, provided that the maximum amount payable to Contractor for its Youth Develo pment. Health and Wellness Promotion, Community Outreach and Marketing Services shall not exceed $85,000.00 payment for services provided hereunder prior to the effective date of said suspension, tennination or abandonment.

21. SMALL LOCAL AND EMERGfNG BUSINESS PARTICIPATION: Deleted as Contractor is exempt since it is a non-profit organization.

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 telID before advertising to the general public.


24. WAIVER: No waiver ofa breach, failille 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 attacrunents, 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. HEADfNGS herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.

Page II of 14

27. ADVERTISING OR PUBLICITY: Contractor shall not use the name ofCountYl its officers, directors, employees or agents, in advcliising 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 supplementl amendment or modification of this Agreement shall be binding unless it is in wri ting 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 tlus 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 wlitten 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 Wlder this Agreement.

30. SUBCONTRACTING/ASSIGNMENT: Contractor shall not subcontract, assign or delegate any portion of tbis Agreement or any duties or obligations hereunder without the County's prior written approval.

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 shaH be null and void.


c. Contractor shall remain fully responsible for compliance by its subcontractors with all the terms a f this Agreement, regardless of the tenns 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 Indenmification (Paragraph 2), Ownership of Documents (Paragraph 11), and Conflict of1nterest (Paragraph 12), shall survive termination or expiration.

32. SEVERABILITY: If a court of competent jurisdiction holds any provision of tins Agreement to be illegal, unenforceable, or invalid in whole or in part for any

Page 12 of 14

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 proprietal)' right of any third party. County will: (l) 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 perfOIm some affinnative 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) incun"ed in relationship with County's defense and/or settlement of such proceeding.

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.


34. OTHER AGENClES: Other tax supported agencies within the State of Califamia 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 two additional one year terms by mutual agreement of the County and the Contractor.

Page 13 of 14

36. SIGNATORY: By signing this agreement, signatory warrants and represents that he/she executed this Agreement in hislher authorized capacity and that by his/her signature on tlus Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement.

[END OF GENERAL TERMS AND CONDITIONS]

Page 14 of 14

EXHIBIT A DEFINITION OF SERVICES

Contractor: Spanish Speaking Unity Council Contract period: 11112012 to June 30, 2013

Contract amount: $85,000

Conditions of Funds:

Under the direction of the Alameda County Health Care Services Agency. School Health Services (SHS), staff, Contractor [Spanish Speaki ng Un ity Cou ncil Latino Men & Boys Proj ect (LM B)] will provide youth development, health and wellness promotion, community outreach and marketing services for SHS.

Scope of Work:

1. Contractor shall develop and implement a Joven Noble curriculum to serve young men and boys of color who are students at Fremont High this shall be done through its School Health Center (the United for Success Health Center) and the same services prOVided at one additional school to be detennined by County (collectively "Schools").

A. Contractor shall hire and train two (2) new LMB mentor staff by end of April, 2012.

B. Contractor shall conduct meetings and planning sessions with school and health center staff at the Schools. • Contractor shall work with school and health center staff to recruit and identify

students to receive the Joven Noble curriculum. • Contractor shall provide weekly updates about student progress with School teachers

and counselors and school health center, as appropriate. Contractor shall follow all laws, regulations and health center and school policies related to confidentiality of information.

• Contractor shall work with health center staff to recruit and identify male students for peer health group trainings - May, 2012 or September, 2012.

C. Contractor shall deliver Joven Noble curriculum. Contractor may deliver services facilitated by mentors, AmeriCorps, and school health center health educators. • Contractor shall implement and conduct Joven Noble cohort meetings/curriculum

once a week, for 2-hour sessions at the school health center on campus at the Schools or at other locations agreed to by County - March-June, 2012 and September, 2012May, 2013.

• Contractor shall train male students for peer health group trainings - May, 2012 or September, 2012.

• Contractor .shall train high school program participants to mentor and tutor middle school youth at local schools using the Joven Noble cascading male mentorship training - November-December, 2012.

•� Contractor shall coordinate and conduct 4-6 health presentations in the Oakland Unified School District Middle and High Schools using the trained peer health educators - Spring 2013.

•� Contractor shall provide 4-6 academic achievement and college readiness workshops (Fremont High only) in standardized test preparation, time management, college applications, financial aid and FAFSA applications utilizing existing college readiness resources on campus. (Contractor may deliver services with LMB Mentors and AmeriCorps Volunteers) April, 2012-June, 2013.

•� Contractor shall provide tutoring in English and Math, Monday-Friday - March, 2012June, 2013.

•� Contractor shall provide academic advising, including class selection, high school prep, A-G requirement tracks, monthly for 20-40 students ~ March ,2012-June, 2013.

D.� Contractor shall provide parent engagement activities, facilitated by LMB Mentors. •� Contractor shall provide "Cara y Corazon/' and five family/parent strengthening

classes focusing on communication, discipline strategies, support network for 20-40 parent participants (concurrent with Joven Nobles curriculum) - March-June, 2012 and September, 2012-May, 2013.

•� Contractor shall prOVide parent-student academic progress conferences with 90% of student participants (concurrent with Joven Nobles curriculum.) - April, 2012- June, 2013.

•� Contractor shall provide violence prevention referrals and resources. •� Contractor shall create a bilingual parent friendly document for distribution, including

other to other schools, highlighting key recommendations and resources to promote safety, awareness and academic success for children and parents.

E.� Contractor shall provide employment opportunities, which may be facilitated by LMB Mentors. •� Contractor shall proVide six to eight soft skill workshops which will include: resume

development, interview techniques, communication skills - April-June, 2013. •� Contractor shall identify internships and job placements for 50% of participating

youth (Fremont High only).

F.� Contractor shall increase access to behavioral and mental health services, working with school health center staff. •� Contractor shall facilitate student participants' scheduling for annual physical exams

in the school health centers including physical and behavioral assessments as appropriate - April, 2012-June, 2013.

2.� Contractor shall make recommendations for integrating the Joven Noble curriculum into existing initiatives at the school health center, school and/or Oakland Unified School District (005D) as related to Young Men and Boys of Color.

A.� Contractor shall conduct an analysis of Young Men and Boys of Color initiatives in OUSD and develop a set of recommendations for School Health Services Coalition to integrate initiatives into SHS programming - June, 2013.

3.� Contractor shall develop and provide at least one training to School Health Center providers in Alameda County. The training must be done in collaboration with the school heal th center staff of target schooIs.

•� Contractor shall train male school health center staff on best practices, and provide one professional development for the SHS Coalition on youth development for male youth of color. This training must be done in collaboration with the school health center staff from the three targeted schools as appropriate, and as directed by County. To be completed by end of contract terms, specific dates to be negotiated.

•� COntracrtor shall

4.� Contractor shall develop and submit a plan to the School Health Services Coalition to sustain and expand young men and boys of color curriculum through other School Health Centers in Alameda County.

•� Contractor shall conduct a brief assessment of School Health Centers in Alameda County and develop recommendations to implement a young men and boys of color initiative for additional young men and boys of color programming -June, 2013.

•� Contractor shall participate in bi~monthly School Health Services mandatory contractor meetings. Dates and times to be determined by County.

5.� Contractor shall provide evaluation data for services provided, including: •� Contractor shall complete a Student Activjty Log for each group and event conducted. •� Contractor shall submit StudenrActivity Log to the School Health Center to be entered

into their Efforts to Outcome (ETO) database by the 5th of every month for all activities and service during the prior month - Monthly.

•� Contractor shall ensure that 90% of youth participants complete the Youth Program Post Survey.

•� Contractor shall develop an evaluation in collaboration with SHS Coalition to measure outcomes for Young Men & Boys of Color. The evaluation may jnclude an independent focus group evaluation or study by University of California - Fall 2012.

EXHIBIT B� PAYMENT TERMS�

Spanish Speak Unity Council�

Terms and Conditions of Payment

I.� Budget:

DESCRIPTION�

PERSONNEL� Latino Men and Boys Program� Manager� latino Men and Boys Mentor� {new position)�

latino Men and Boys Mentor�

AmeriCollJs Program Manager�

AmeriCorps Members {3)�

Subtotal�

Benefits at 23%�

To(al�

PROGRAM EXPENSES�

Duplicating/Copying�

Rent &Common Area� Maintenance�

Educa~onal Activities�

Program Materials and Supplies�

General Office Supplies/Software�

TravelfTransportation�

Evaluation�

Telephonelinlernet� comm unications� Total Program Expenses�

Indirect Cost�

GRAND TOTAL�

II.� Reimbursement:

Annual�

Salary�

65,000�

40,000

40,000

42.000

14,400

201,400

-

ACHSATotal Project� Projected Match Funds

% Time on Budget Budget Project

50% 32.500

100%

100%

10%

50%

40,000

40.000

4.200

3.600

310% 120,300

27.669

147,969

-

.

-

1,000

4,900

3,900

3,306

1.000

900

10.000

1,000

26,000

14,630

$ 188,599

. 32.500

40,000

. 4,200 3,600

0

40,000

0

0

47,800 10,994 58,794

72,500

16.675

89,175

800

1,500

3,000 3.300 1,000

856 10}000

200

20,656 5,550

200

3,400

900

0

0

44

0

800

5,344

9,080

$85,000 $ 103,599

1.� The total amount of rei mbursement under the terms of this Agreement shall not exceed $85,000. Funds shall be used solely in support of developing a Youth Development Framework for School Health Services. Funds may not be used for any purpose other than those specified in Exhibit A of thiS Agreement without prior written approval from the HCSA School Health Services Coordinator.

2.� Contractor shall identify invoices and submit them for payment to the "SHe Fund" for actual expenses incurred, not exceeding $14,167 per invoice per quarter without approval from the

School Health Services Coordinator. The final invoice shall reflect actual expenses incurred, not exceeding the remaining balance of the contract. Invoices will not be paid until reviewed and approved by the managing SHC Coordinator. Contractor shall also submit all Activity Logs and any other reports requested by County.

3.� County shall use best efforts to process invoice submitted for reimbursement by Contractor within ten (10) working days from receipt of invoice, submission of acceptable quarterly status and other reqUired reports and any other back up documentation as requested by HCSA.

4.� Contractor shall claim no more than 11.4% of charges for administrative overhead costs.

B.� Invoicing Procedures: Contractor shall invoice HCSA/ SHC Fund quarterly. Invoice, with an original signature. must be accompanied by required quarterly report. Contractor shall send invoices and required reports to:

Alameda County Health Care Service Agency ATTN: Kimi Sakashita, School Health Services Coordinator 1000 San Leandro Blvd., Suite 300 San Leandro, CA 94577

EXHIBIT C

COUNTY OF ALAMEDA MINIMUM INSURANCE REqUIREMENTS

Without limiting any other obligation or liability under [his Agreement, the Contraclor, at its sole cost and expense, shall secure and keep in force durinQ the entire tenn of the Agreement or longer, as may be specified below, the followinQ insurance coveraQe, limits and endorsements:

TYPE OF INSURANCE COVERAGES .. . . . MINIMUM LIMITS

A� Commercial General Liability $1,000,000 per occurrence (CSL)� Premises Liability; Products and Completed Operations; Contractual Bodily Injury and Property Damage� Liability; Personal Injury and Advertisinq Liability�

B� Commercial or Business Automobile Liability $1,000,000 per occurrence (CSL)� All owned vehicles, hired or leased vehicles, non-owned, borrowed and Any Auto� permissive uses. Personal Automobile Liability is acceptable for Bodily Injury and Property Damage� individual contractors with no transportation or hauling related activities�

C Workers' Compensation (WC) and Employers Liability (EL) WC: Statutory Limits� r--/_--,-R.:..::e-.:Lqu=:.;ir~ed.::....:.::fo.:...:r a=:.lI:...::c:,::on:.:.:.tr:.;:a:=,:ct::::,:or:,::s....:,:w:.:.:.ith:..:...::::em.:.:J1Pt::.:,llo'::.l)Y:.;:le.::;es=--- -,-=El: $100,000 per accident for bodily iniury or disease� D Endorsements and Conditions:�

1.� ADDITIONAL INSURED: All insurance required above with the exception of Personal Automobile Liability, Workers' Compensation and Employers Liability, shall be endorsed to name as additional insured: County of Alameda, its Board of Supervisors, the individual members thereof, and all County officers, agents, employees and. representatives.

2.� DURATION0FCOVERAGE: All req uired insurance shall be maintained during the enti re term of the Ag reement with the following exception: Insurance policies and cQverage(s) written on a claims-made basis shall be maintained during the entire term of the Agreement and until 3 years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement.

3.� REDUCTION OR LIMIT OF OBLIGATION: All insurance policies shall be primary insurance to any insurance available to the Indemnified Parties and Additionallnsured{s). Pursuant to the provisions of Ihis Agreement, insurance effected or procured by the Contractor shall not reduce or limit Contractor's conlractual obligation 10 indemnify and defend the Indemnified Parties.

4.� INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with aA.M. Best Rating of no less than A:VII or equivalent, shall be admitted to the State of Catifornia unless otherwise waived by Risk Management. and with deductible amounts acceptable to the County, Acceptance of Contractor's insurance by County shall not relieve or decrease the liability of Contractor hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor.

5.� SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

6.� JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be proVided by anyone of the following methods: - Separate insurance policies issued for each individual entity, with each entity included as a "Named Insured (covered party),

or at minimum named as an "Additional Insured" on the other's policies. - Joint insurance program with the association, partnership or other joint business venture included as a "Named Insured.

7.� CANCELLATION OF INSURANCE: All required insurance shall be endorsed to prOVide thirty (30) days advance written notice to the County of cancellation.

8.� CERTIFICATE OF INSURANCE: Before commencing operations Wider this Agreement, Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements. in form and satisfactory to County, evidencing that all required insurance coverage is in effect. The County reserves the rights to require the Contractor to provide complete, certified copies of all required insurance policies. The require certificate(s) and endorsements must be sent to:

- DepartmenVAgency issuing the contract� - With a copy to Risk Managemenl Unit (125 -12th Street, 3rd Floor, Oakland. CA 94607)�

Certificate C-l� Page 1of 1 Form 2001-1 (Rev. 03/15/06)

OP ID' CA

ACORD· I DATE (MMIDONYYi')CERTIFICATE OF LIABILITY INSURANCE ~ 01/13/12

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(Sj, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(iesj must be endorsed. If SUBROGATION IS WAIVED, subject 10

the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu Of such endorsement(s}.

PROOUCER 559-447-4600 ~2~~ACT Carol Burns Der Manouel Ins & Fin Svcs Inc l FAX~~N'~A """.559-447-4600 (AiC Not 559-447-4658Der Manouel Insurance Group P.O. Box 28906 ~D~~~-,,-~· cbu rn s@dm iQ.com Fresno, CA 93729-8906 PROOUC~ ,,,,. UNITY-5Carol Burns

INSURERISI AFFORDING COVERAGE NAIC# INSURED Spanish Speaking Unity Council INSURER A:Great American Insurance Co.

of Alameda County, Inc. INSURER8:Cvpress Insurance Comoany DBA: The Unity Council IN$URERC: & Peralta Service Corporation

INSURER D:1900 Fruitvale Ave, Suite 2A

INSURER E:Oakland, CA 94601 '''J<'''''~'' ~,

COVERAGES CERTIFICATE NUMBER' REVISION NUMBER' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,

I~i: TYPE O~ INSURANCE 1~?..o~L I~~~ POL'CY NUMBER POLICYEFF POUCYEXP UMITS

GENERAL LIABILITY - EACH =URRENCE S 1,OOO,OOC

A L -

OMMERCIAL GENERAlllA81UTY CLAIMS-MAOE [!J OCCUR

X PAC1437909 10101111 10101112 ~~~~~s fEz ooctmencel MED EXP (Anyone person)

$

$

300,OOC

10,OOC

- PERSONAL & ADV INJURY S 1,OOO,OOC

I-GENERAL AGGREGATE S 2,OOO,OOC

ffi'L AGGREn lfMrT A.PPLIES PER X POLICY ~gPi n LOC

PRODUCTS· COM PlOP AGG S

S

2,OOO,OOC

A

AUTOMOBILE LIABILITY f-

~ ANY AUTO CAP1437910 10/01111 10/01112

COMBINED SINGLE LIMIT (Ea aCCident)

aDDILYINJURY (per person)

S

S

1,OOO,00C

r- ALL OWNED AuTOS BODILY INJIJRY (per accident) S

r-r-

SCHEDULED AUTOS

).\IRED AuTOS PROPERTY DAMAGE (Per acclde,,~

S

I-NON-OWNED AUTOS S

S

I-UMBRELLA LIAS ~ OCCUR EACH OCCURRENCE S 5,000,OOC

A X EXCESSLIAB CLAIMS· MADE

EXC1437911 10/01111 10/01112 AGGREGATE S 5,OOO,OOC

f-DEDUCTIBLE $

B

RElENnON ; nil WORKERS COMPENSATION AND EMPLOYERS' LIAS1LrrY Af./Y PROPRI ETORiPARTN ERlEXECUTlVE OFFICERlMi;P.l6E R EXCLUO ED? (Mandatory In NH)

YIN

lliJ N/A 3300055830101 10101/11 10101112

X1T"X~l;ritW<,l lorn,ER

E.L. EACH ACCIDENT

EL, DISEASE EA EMPLOYEE

s

S

$

1,000,OOC

1,OOO,OO(

~~~~f~[~~ ~~dO~ERAnONS oelow E.L DISEASE POLICY LIMIT $ 1,OOO,00C

A Professionalliab PAC1437909 10101/11

I 10101112 Aggregate

Ea Claim

2,ODO,OO(

1,OOO,OO(

jl:ESCRIPTIONOf OPERATIONS I LOCATIONS/VEHICLES ~tt1cn ACORD 101. Addi~onal Remarl<.!; Schedule, If more space Is reqUired)ddltional Insured: County of Alameda. Its oard of Supervisors, the

indivIdual members thereof, and all Co·unty officers, agents, employees and re presentatlves Re: Grant - LMB Prorram

• Cr.; 20 21' n7lnA

CERTIFICATE HOLDER CANCELLATION

ALAME11 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INAlameda County ACCORDANCE WITH THE POLICY PROVISIONS.

Health Care Services Agency 1000 San Leandro BlVd, Ste 300 San Leandro, CA 94577 AUTHORIZ<:DREPRESENTATIVE

~;t4-.~ © 1988-2009 ACORD CORPORATION. All rIghts reserved.

ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD

EXHffiITD

COUNTY OF ALAMEDA DEBARlVIENT AND SUSPENSION CERTIFICATION


The contractor, under penalty of perjury, certifies that, except as noted below, contractor, its principals, and any named and unnamed subcontractor:



• Has not been suspended, debarred, voluntarily excluded or determined



• Has not been indicted, convicted, or had a civil jUdgment rendered against it by






CONTRACTOR: Spanish Speaking Unity Council

PRINCIPAL: Maurilio Leon /'

TITLE: Acting Chief Executive Officer

SIGNATURE: ~"",-=,~H;== DATE: _~-----1Hl--'-l-",,--L-__

1l0-23 Contract No. _

QUESTIONNAIRE FOR DETERlVIINING THE WITHHOLDING STATUS

INSTRUCTIONS: This guestiOJUlaire 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 HI and IV contain supplemental questions to be answered for contractors in certain service categories.

CONTRACTOR NAME: Spanish Speaking Unity Council DEPT #: ---'-46=5=----__

TITLE/SERVICE: Youth Development. Health and Wellness Promotion, Community Outreach and Marketing services DEPT. CONTACT: Kimi Sakashital Decima C. Molina PHONE: x53425/ x57571 I.� INFORMATION ABOUT THE CONTRACTOR YES NO

t.� Is the contractor a corporation or partnership? eX) ( )

2.� Does the contractor have the right per the contract to hire others to eX) e ) do the work agreed to in the contract?

3. If the answer to BOTH questions is YES, provide the employer ID number here: 94- I 670490. No other questions need to be answered. Withholdi.ng is not required.

4. If the answer to question I 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 If.

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 perfomling 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/rno)?

4.� Is the relationship between the County and the contractor intended to ( ) ( ) be ongoing?

Page I of2

--------iIO-23 Contract No.


I. 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)?

( ) ( )


1. Will the agreement be with an individual who does not have an outside practice?

( ) ( )

2.Will the contractor work more than an average often hours per week?

( ) ( )


3.Will the County provide more than 20% of the contractor's () ( ) income?

4. If the answer to either question La, or if required, question l.b is NO, the entire answer is NO.

A "yes" answer to any 0 f the questions in Section II, or, if applicabIe, Sections III or IV constitutes justification for paying the contractor through the payroll system as an "employee for withholding purposes."

CERTIFICATIONS:


Contractor Signature -*=--�Mauriho Ledn Alex Briscoe Printed Name Printed Name

__z-=--..,I '".I- 1--->...\'2,..-.::........ _

Date \I Date

Page 2 of2