Health Care Services

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ALAMEDA COUNTY HEALTH CARE SERVICES AGENCY AGENDA _____ December 15, 2020 COLLEEN CHAWLA, Director OFFICE OF AGENCY DIRECTOR 1000 San Leandro Blvd., Suite 300 San Leandro, CA 94577 TEL (510) 618-3452 FAX (510) 351-1367 November 10, 2020

The Honorable Board of Supervisors County Administration Building 1221 Oak Street Oakland, CA 94612

Dear Board Members:

SUBJECT: AWARD NEW CONTRACTS TO A POOL OF VENDORS FOR BEHAVIORAL HEALTH CARE TRAINING SERVICES; MASTER CONTRACT NO. 901951; AMOUNT: $49,500

RECOMMENDATION:

Approve a new Master Contract No. 901951 for the provision of behavioral health-focused training services for Alameda County Behavioral Health and community-based constituent groups and programs, for the term of 10/1/20 – 06/30/22, in the pooled amount not to exceed $49,500, with the following pool of vendors:

A. A Better Way, Inc. (Principal: Shahnaz Mazandarani; Location: Berkeley) Procurement Contract No. 21082; B. Angelyne Arellano (Location: Oakland) Procurement Contract No. 21084; C. Ellen Muir, Systems Coaching & Consulting (Principal: Ellen Muir; Location: San Leandro) Procurement Contract No. 21085; D. Ian Brennan (Location: Walnut Creek) Procurement Contract No. 21086; E. Mind Matters LLC (Principal: Deepa Abraham, PhD; Location: Dublin) Procurement Contract No. 21087; F. Public Health Institute (Principal: Darneshia Blackmon; Location: Oakland) Procurement Contract No. 21088; G. Seneca Family of Agencies (Principal: Ken Berrick; Location: Oakland) Procurement Contract No. 21089;

SUMMARY/DISCUSSION:

Alameda County Behavioral Health (ACBH) intends to engage a pool of behavioral health-focused trainers who are able and willing to partner with the department’s Training Unit (TU) to provide, on an as-needed basis, a variety of high quality, behavioral health-focused training services to ACBH departmental staff and community-based constituent groups. Training topics cover a wide variety of major themes including wellness, recovery, and resiliency; providing culturally and linguistically responsive services; co-occurring mental health and substance use conditions; healing trauma; mental health first aide; prevention and early intervention subjects; crisis intervention; preventing, de-escalating, & managing aggressive behavior; legal and ethical issues; and specialized behavioral health therapeutic techniques. These services are intended to supplement internal training resources. A qualified pool of trainers has been selected to perform services based on the particular training focus/topic and related services required, availability, expertise, and cost.

The Honorable Board of Supervisors September 29, 2020 Page 2 of 3

The estimated total number of hours of contracted training services required is approximately 120 hours per fiscal year to be shared among all Contractors. An average estimate of 30 to 40 participants may attend each training class with upwards of 70 to 90 participants depending on the topic.

The Training Unit (TU) of ACBH is located at 2000 Embarcadero in Oakland. The TU has been providing behavioral health-focused training services, including clinical and nonclinical subjects, for more than eight years to ACBH’s nearly 2,800 County and non-County staff as well as other public sector agencies and external business organizations on a charge-back or fee-for-service basis.

These training services are funded in part by the Mental Health Services Act (MHSA). MHSA was passed by California’s voters in November 2004. MHSA provides dedicated funding for services and programs that promote wellness, recovery, and resiliency for adults and older adults with severe mental illness, and for children and youth with serious emotional disturbances and their family members. The TU works to fulfill the MHSA-related training goals, including increasing general and specific skills and competencies throughout the ACBH workforce by developing trainings that will strengthen and expand the knowledge, skills, and abilities necessary to work in diverse staffing roles across the system. Specifically, in alignment with MHSA goals and outcomes, the TU:

 Identifies training priorities that increase performance capabilities and capacities to meet consumer/client, family, departmental, organizational, and system needs;  Improves alignment of system-wide training activities to maximize individual and team learning, resources and desired outcomes; and  Creates and utilizes a training evaluation methodology that measures individual, team/program, and organizational outcomes.

Your Board’s approval of these recommendations will allow ACBH to continue to provide quality training services for staff in the field of behavioral health, including ACBH’s nearly 2,800 county and contracted provider staff.

SELECTION CRITERIA:

An Informal Request for Quotation (IRFQ #HCSA-0120) was released by the Health Care Services Agency on behalf of ACBH on May 27, 2020. The opportunity was emailed to 187 organizations/entities including 83 organizations from the Alameda County Small, Local and Emerging Business (SLEB) Program under NAICS Codes 611430 and 624190.

Seven bid proposals were received by the due date of June 16, 2020. Upon review, all bids met the minimum bidder qualifications and the corresponding quotations were evaluated by HCSA procurement staff to determine the lowest responsible bidders. Further evaluation indicated that all bids met the full scope requirements as stated in IRFQ #HCSA-0120. All seven bidders returned signed acceptance letters indicating their acceptance to be included in the training pool.

From the seven contractors currently in the pool, four are SLEB and three were approved and issued SLEB waivers by General Services Agency due to either its expertise in the field and/or non-profit organizations that customarily provides direct services on behalf of the County. Bidders are ranked in the order of the bidder’s respective lowest cost bid as reflected in the table below:

The Honorable Board of Supervisors September 29, 2020 Page 3 of 3

EVALUATION SUMMARY

Ranking Vendor Quote/Hr Location Certification Type SLEB Status 1 Angelyne Arellano, Oakland, Cert. No. 19-00080; Licensed Marriage & $200 Certified Emerging CA Exp. 09/30/21 Family Therapist 2 Ellen Muir, Systems Oakland, Cert. No. 18-00088; Coaching & $225/$200 Certified Emerging CA Exp 09/30/21 Consulting 3 Public Health Oakland, Non-Certified Waiver No. 7064; $260 Institute CA Local Exp. 06/30/22 4 Mind Matters, LLC Cert. No. 10-00215; $375 Dublin, CA Certified Small Exp. 07/03/21 5 Seneca Family of Oakland, Non-Certified Waiver No. 7063; $350/$425 Agencies CA Local Exp. 06/30/22 6 A Better Way, Inc Berkeley, Cert. No. 09-00305; $380/$475 Certified Small CA Exp. 10/31/21 7 Ian Brennan Walnut Non-Certified Waiver No. 6928; $375 Creek, CA Local Exp. 06/30/22

FINANCING

Funding for these contracts are from the Mental Health Services Act (MHSA), already included in the ACBH FY 20-21 Approved Budget. Approval of these recommendations will have no impact on net County costs.

VISION 2026 GOAL

The provision of training services for instructor-led behavioral health-focused trainings meets the 10X goal of Healthcare for All in support of the shared vision of a Thriving & Resilient Population.

Sincerely,

Colleen Chawla, Director Health Care Services Agency

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Master Contract No. 901951 Procurement Contract No. 21082

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement, dated as of Del'e.ffi\;:e .. \5J2.t>2.b , is by and between the County of Alameda, hereinafter referred to as the "County", and A Better Way, Inc., hereinafter referred to as the "Contractor".

WITNESSETH

Whereas, County desires to obtain behavioral health care training services which are more fully described in Exhibit A hereto ("Definition Services"); and

Whereas, Contractor is professionally qualified to provide such services and is willing to provide same to County; and p Now, therefore it is agreed that County does hereby retain Contractor to provide ' behavioral health care training services, and Contractor accepts such engagement, on the tJ 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 A-1 Specific Requirements Exhibit A-2 Deliverables/Reports Exhibit A-3 Description of Services Exhibit B Payment Terms Exhibit C Insurance Requirements Exhibit D Debarment and Suspension Certification Exhibit E HIP AA Business Associate Agreement

The term of this Agreement shall be from October 1, 2020 through June 30, 2022.

The compensation payable to Contractor hereunder shall not exceed the pooled amount of Forty-Nine Thousand Five Hundred dollars ($49,500) for the term of this Agreement.

Page 1of46 Master Contract No. 901951 Procurement Contract No. 21082

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

COUNTY OF ALAMEDA A BETTER WAY, INC.

lnDocuSlgned by:

By:_..... L_0-5~~!•48'!e!ffl,,..'li"~t5'5E;t!l•s""'" · ·,....· ------ Signature Signature

Name: ~ - , t ncx\~ \Jo..\\t., Name: David Channer (Printed) (Printed)

Title: President of the Board of Supervisors Title: President/CEO

11/12/2020 Date:------

Approved as to Form: DONNA R. ZIEGLER, County Counsel

By signing above, signatory warrants and represents that he/she executed this frDocuSlgned by: Agreement in his/her authorized By: ___L.:~s_.....~ ...... =·7·0GU;£~UIOJ,~;;~F---- capacity and that by his/her signature K. Scott Dickey, on this Agreement, he/she or the entity Assistant County Counsel upon behalf of which he/she acted, executed this Agreement

Page 2 of 46 Master Contract No. 901951 Procurement Contract No. 21082

GENERAL TERMS AND CONDITIONS

1. INDEPENDENT CONTRACTOR: No relationship of employer and employee is created by this Agreement; it being understood and agreed that Contractor is an independent contractor. Contractor is not the agent or employee of the County in any capacity whatsoever, and County shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor.

Contractor shall have no claim under this Agreement or otherwise, for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance medical care, hospital care, retirement benefits, social security, disability, Workers' Compensation, or unemployment insurance benefits, civil service protection, or employee benefits of any kind.

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages, salaries or other remuneration paid to its officers, agents or employees and agrees to indemnify and hold County harmless from any and all liability _ which County may incur because of Contractor's failure to pay such amounts.

In carrying out the work contemplated herein, Contractor shall comply with all applicable federal and state workers' compensation and liability laws and regulations with respect to the officers, agents and/or employees conducting and participating in the work; and agrees that such officers, agents, and/or employees will be considered as independent contractors and shall not be treated or considered in any way as officers, agents and/or employees of County.

Contractor does, by this Agreement, agree to perform his/her said work and functions at all times in strict accordance with currently approved methods and practices in his/her field and that the sole interest of County is to insure that said service shall be performed and rendered in a competent, efficient, timely and satisfactory manner and in accordance with the standards required by the County agency concerned.

Notwithstanding the foregoing, if the County determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding, County may upon two 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.

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2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to injury to or destruction of property, including the loss therefrom, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the performance of this agreement (collectively "Liabilities") except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee. The County · may participate in the defense of any such claim without relieving Contractor of any obligation hereunder. The obligations of this indemnity shall be for the full amount of all damage to County, including defense costs, and shall not be limited by any insurance limits.

In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the Alameda County Employees' Retirement Association (ACERA) or California Public Employees' Retirement System (PERS) to be eligible for enrollment in A CERA and PERS as an employee of County, Contractor shall indemnify, defend, and hold harmless County for the payment of any employee and/or employer contributions for A CERA and PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of County.

3. INSURANCE AND BOND: Contractor shall at all times during the term of the Agreement with the County maintain in force, at minimum, those insurance policies and bonds as designated in the attached Exhibit C, and will comply with all those requirements as stated therein. The County and all parties as set forth on Exhibit C shall be considered an additional insured or loss payee if applicable. All of Contractor's available insurance coverage and proceeds in excess of the specified minimum limits shall be available to satisfy any and all claims of the County, including defense costs and damages. Any insurance limitations are independent of and shall not limit the indemnification terms of this Agreement. Contractor's insurance policies, including excess and umbrella insurance policies, shall include an endorsement and be primary and non-contributory and will not seek contribution from any other insurance (or self-insurance) available to County. Contractor's excess and umbrella insurance shall also apply on a primary and non contributory basis for the benefit of the County before County's own insurance policy or self-insurance shall be called upon to protect it as a named insured.

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4. PREVAILING WAGES: Pursuant to Labor Code Sections 1770 et seq., Contractor shall pay to persons performing labor in and about Work provided for in Contract not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is performed, and not less than the general prevailing rate of per diem wages for legal holiday and overtime work in said locality, which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department of Industrial Relations to be the general prevailing rate of per diem wages for each craft or type of workman or mechanic needed to execute this contract.

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

6. CONFORMITY WITH LAW AND SAFETY:

a. In performing services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal, and local governing bodies, having jurisdiction over the scope of services, including all applicable provisions of the California Occupational Safety and Health Act. Contractor shall indemnify and hold County harmless from any and all liability, fines, penalties and consequences from any of Contractor's failures to comply with such laws, ordinances, codes and regulations.

b. Accidents: If a death, serious personal injury, or substantial property damage occurs in connection with Contractor's performance of this Agreement, Contractor shall immediately notify the Alameda County Risk Manager's Office by telephone. Contractor shall promptly submit to County a written report, in such form as may be required by County of all accidents which occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of Contractor's sub-Contractor, if any; (3) name and address of Contractor's liability insurance carrier; and ( 4) a detailed description of the accident and whether any of County's equipment, tools, material, or staff were involved.

c. Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstances surrounding a potential claim, while maintaining public

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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) 3016.35, 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:

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

(2) Shall not knowingly enter 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.

11. OWNERSHIP OF DOCUMENTS: Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals, plans, specification, designs, drawings, sketches, renderings, models, reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement, whether prepared by the County, the Contractor, the Contractor's sub-Contractors or third parties at the request of the Contractor (collectively, "Documents and Materials"). This explicitly includes the electronic copies of all above stated documentation.

Page 6 of 46 Master Contract No. 901951 Procurement Contract No. 21082

Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractor's Information System, respecting in any way the subject matter of this Agreement.

Contractor shall be permitted to retain copies, including reproducible copies and computerized copies, of said Documents and Materials. Contractor agrees to take such further steps as may be reasonably requested by County to implement the aforesaid assignment. If for any reason said assignment is not effective, Contractor hereby grants the County and any assignee of the County an express royalty - free license to retain and use said Documents and Materials. The County's rights under this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractor's services as set forth in Exhibit "A" of this Agreement have been fully performed or paid for.

In Contractor's contracts with other Contractors, Contractor shall expressly obligate its Sub-Contractors to grant the County the aforesaid assignment and license rights as to that Contractor's Documents and Materials. Contractor agrees to defend, indemnify, and hold the County harmless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors and/or Sub contractors.

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 Page 7 of 46 Master Contract No. 901951 Procurement Contract No. 21082

Agreement for the County will be kept confidential and not be disclosed to any other person. The Contractor agrees to immediately notify the County by notices provided in accordance with Paragraph 13 of this Agreement, if it is requested to disclose any information made known to or discovered by it during the performance of or in connection with this Agreement. These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder.

13. NOTICES: All notices, requests, demands, or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows:

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

First Class Mail: When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three (3) mail delivery days after deposit in a United States Postal Service office or mailbox. Certified Mail: When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.

Overnight Delivery: When delivered by overnight delivery (Federal Express/Airborne/United Parcel Service/DBL WorldWide Express) with charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service. Telex or facsimile transmission: When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice, notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 5:00 p.m. (recipient's time) or on a non-business day.

Addresses for purpose of giving notice are as follows:

To County: COUNTY OF ALAMEDA 2000 Embarcadero, Suite 302 Oakland, CA 94606 Attn: Lori DeLay, ACBH Training Officer

To Contractor: A BETTER WAY, INC. 3200 Adeline St Berkeley, CA 94703 Attn: Jennifer Stella Sheldon, Director of Training

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Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service.

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement.

14. USE OF COUNTY PROPERTY: Contractor shall not use County property (including equipment, instruments and supplies) or personnel for any purpose other than in the performance of his/her obligations under this Agreement.

15. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractor assures that he/she/it will comply with Title VII of the Civil Rights Act of 1964 and that no person shall, on the grounds of race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement.

a. Contractor shall, in all solicitations or advertisements for applicants for employment placed as a result of this Agreement, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor.

b. Contractor shall, if requested to so do by the County, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor.

c. If requested to do so by the County, Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

d. Contractor shall recruit vigorously and encourage minority - and women owned businesses to bid its subcontracts.

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

Page 9 of 46 Master Contract No. 901951 Procurement Contract No. 21082

f. The Contractor shall include the provisions set forth in paragraphs A through E (above) in each of its subcontracts.

16. DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply with the County's policy of maintaining a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code § 812, including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any County facility or work site. If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site, the Contractor within five days thereafter shall notify the head of the County department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach of this Agreement.

17. AUDITS; ACCESS TO RECORDS: The Contractor shall make available to the County, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the expenditures and disbursements charged to the County, and shall furnish to the County, its authorized agents, officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor.

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement. If such books and records are not kept and maintained by Contractor within the County of Alameda, California, Contractor shall, upon request of the County, make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable, and necessary costs incurred 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.

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18. DOCUMENTS AND MATERIALS: Contractor shall maintain and make available to County for its 'inspection and use during the term of this Agreement, all Documents and Materials, as defined in Paragraph 11 of this Agreement. Contractor's obligations under the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County), and Contractor shall in no event dispose of, destroy, alter or mutilate said Documents and Materials, for three (3) years following the County's last payment to Contractor under this Agreement.

19. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.

20. TERMINATION: The County has and reserves the right to suspend, terminate, or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice. In the event that the County should abandon, terminate, or suspend the Contractor's work, the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspension, termination, or abandonment. Said payment shall be computed in accordance with Exhibit B hereto, provided that the maximum pool contract amount payable to Contractor for its behavioral health care services training services shall not exceed $49,500 (Forty-Nine Thousand Five Hundred Dollars) payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment.

21. SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION:

Contractor has been 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. If during the term of this contract, Contractor's certification status changes, Contractor shall notify the County within 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).

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

c. 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 business(s) 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 & Reporting (OCCR). 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 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 County Auditor- Controller's Office of Contract Compliance & Reporting (OCCR) via e-mail at [email protected].

22. FIRST SOURCE PROGRAM: For contracts over $100,000, Contractor shall provide County ten (10) working days to refer to Contractor, potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the County that Contractor has available during the contract term before advertising to the general public.

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23. CHOICE OF LAW: This Agreement shall be governed by the laws of the State of California.

24. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

25. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between County and Contractor relating to the subject matter of this Agreement. As used herein, Agreemeµt refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. The Agreement may not be modified except by a written document signed by both parties.

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

27. ADVERTISING OR PUBLICITY: Contractor shall not use the name of County, its officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior written consent of County in each instance.

28. MODIFICATION OF AGREEMENT: This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties.

29. ASSURANCE OF PERFORMANCE: If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement, County may request from Contractor prompt written assurances of performance and a written plan acceptable to County, to correct the observed deficiencies in Contractor's performance. Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of County's request and shall thereafter diligently commence and fully perform such written plan. Contractor acknowledges and agrees that any failure to provide such written

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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 require all subcontractors to comply with all indemnification and insurance requirements of this agreement, including, without limitation, Exhibit C. Contractor shall verify subcontractor's compliance.

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

31. SURVIVAL: The obligations of this Agreement, which by their nature would continue beyond the termination on expiration of the Agreement, including without limitation, the obligations regarding Indemnification (Paragraph 2), Ownership of Documents (Paragraph 11), and Conflict of Interest (Paragraph 12), shall survive termination or expiration.

32. SEVERABILITY: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.

33. PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software ("Contractor Products") provided to County under this Agreement-infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, "Losses") arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County will: (1) notify Contractor promptly of such claim, suit, or Page 14 of 46 Master Contract No. 901951 Procurement Contract No. 21082

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, (1) procure for County the right to continue using the Contractor Products; or (2) replace or modify the Contractor Products so that that they become non-infringing, but equivalent in functionality and performance.

c. Notwithstanding this Section 33, County retains the right and ability to defend itself, at its own expense, against any claims that Contractor Products infringe any patent, copyright, or other intellectual property right.

34. OTHER AGENCIES: Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract. The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements. If the Contractor elects to supply other agencies, orders will be placed directly by the agency and payments made directly by the agency.

EXTENSION: This agreement may be extended for by mutual agreement of the County and the Contractor.

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

[END OF GENERAL TERMS AND CONDITIONS]

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EXHIBIT A

DEFINITION .OF SERVICES

1. Contractor shall provide behavioral health training services with the Specific Requirements, Deliverables/Reports, and Description of Services set on this Exhibit A, consisting of the following:

Exhibit A-1 Specific Requirements Exhibit A-2 Deliverables/Reports Exhibit A-3 Description of Services

a. This Exhibit A has been drafted to include the requirements contained in the Informal Request for Quotation (IRFQ) No. HCSA-0120, including any addenda, specifically including Exhibit A of the IRFQ, the proposal response of Contractor (Response), and additional services that the County obtained through negotiations, if any. In the event of any conflict (direct or indirect) among this Agreement, any of its exhibits, the IRFQ and the Response, the more stringent requirements providing the County with the broader scope of services shall have precedence, such that this Exhibit A including all attachments, the scope of work described in the IRFQ and the scope of work described in Contractor's proposal shall be performed to the greatest extent feasible.

b. The IRFQ and Response may be relied upon to interpret this Contract and shall be applied in such a manner so that the obligations of the Contractor are to provide the County with the broadest scope of services for the best value.

2. Contractor project team will consist of the following Key Personnel and subcontractors, as applicable during the contract term:

Kev Personnel Title David Channer President/CEO Jennifer Stella Sheldon Director of Training Nicole Siverson Training Coordinator

Contractor agrees that it shall not transfer or reassign the individuals identified above as Key Personnel or substitute subcontractors without the express written agreement of County, which agreement shall not be unreasonably withheld. Should such individual or individuals in the employ of Contractor no longer be employed by Contractor during the term of this Agreement, Contractor shall make a good faith effort to present to County an individual with greater or equal qualifications as a replacement subject to County's approval, which approval shall not be unreasonably withheld.

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3. The approval of County to a requested change shall not release Contractor from its obligations under this Agreement.

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EXHIBIT A-1

SPECIFIC REQUIREMENTS

1. Based on ACBH needs, Contractor may be asked to provide one or more training services in the following areas:

a. Customized design and delivery of behavioral health-focused training that provides staff (both clinical and nonclinical staff) with skills-based and outcomes oriented training.

b. Design of training materials (instructor led and/or online) with licensing rights.

c. Clinical Supervision Skills within a behavioral health setting including training and supervising staff to understand that all clients deserve to be treated with dignity and respect; that their voices should be "privileged" and services should be client directed and always strengths-based; focus on issues relevant to supervising those working with adults, youth & their families; review any updates to supervisory regulations by the Board of Behavioral Science (BBS) that are relevant to licensed staff and more.

d. Cognitive Behavioral Therapy (CBT) including an introduction to the fundamental concepts of CBT; explore the history and development of CBT and train licensed professionals/others on how to apply CBT assessment strategies, identify and utilize CBT clinical approaches and apply CBT principles and therapeutic techniques in a therapeutic setting.

e. Collaboration and Teamwork focuses on recognizing, respecting, and valuing the role and expertise of healthcare consumers, family members, and both behavioral health and primary care providers in the process of healthcare delivery; developing a shared understanding of the respective roles and responsibilities of team members to ensure that collaboration is efficient; recognizing the limits of one's knowledge and skills and seek assistance from other providers; serving as an effective member of an interprofessional team, helping other providers on the team to quickly conceptualize a healthcare consumer's strengths, healthcare problems, and an appropriate plan of care; and advocate for and foster the use of peer/family support approaches and peer/family support providers in the healthcare setting as a component of healthcare delivery.

f. Conducting Assessments from a Cultural and Linguistic Appropriate Lens (CLAL) including understanding the different ways people of varying backgrounds may present their experiences within substance use disorder and mental health system; what clinician's need to be aware of and ways to assess and understand behaviors; discuss rapport, relationship, and trust building from a CLAL; understand

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behaviors and barriers to comprehensive CLAL; and explore linguistic and interpreter issues as they relate to assessment. g. Differential Diagnosis throughout Lifespan including how different diagnosis presents across different age groups; and specifically understand how mood, thought, PTSD, anxiety, etc. may appear dissimilar in a child, adolescent, adult, and older adult. Also include the many culture relevant features of the DSM-5 manual. h. Engaging Consumers/Clients and Families in Behavioral Health Treatment: engagement strategies focus on practical methods and tools, as well as on helping to change attitudes and overall approaches to treatment of people with mental illness. Specifically, including the concept of recovery-oriented care, which prioritizes autonomy, empowerment, and respect for the person receiving services as well as person-centered care, which includes shared decision-making, focusing on an individual's unique goals and life circumstances, and incorporating the Cultural Formulation Interview to provide culturally competent, person-centered care.

1. Legal and Ethical Issues including providing an understanding of changes in ethics codes (e.g., American Psychological Association Ethics Code) related to behavioral health practice; providing an understanding of updated statutes, regulations, case law, BBS interpretations as they relate to standards of professional practice; reviewing how to maintain ethical standards in therapeutic settings; and legal and ethical issues related to providing substance use disorders services.

J. Preventing and Managing Aggressive Behaviors in Behavioral Health Settings including learning verbal and non-verbal ways to identify, assess and prevent aggressive behavior in behavioral health settings; experience role-playing for various situations involving aggressive behavior and how to best approach these situations in the most effective ways possible; and learn non-aggressive self-defense technique practices. k. Mental Health First Aid (MHFA)- in Adult, Youth, and Spanish versions: a public education program that helps lay persons identify, understand, and respond to signs of mental health issues and substance use disorders. MHF A presents an overview of mental health issues and substance use disorders and introduces participants to risk factors and warning signs of mental health problems, builds understanding of their impact, and provides an overview of common treatments. The MHF A 5-step action plan encompassing the skills, resources, and knowledge to help an individual in crisis connect with appropriate professional, peer, social, and self help care.

I. Motivational Enhancement Therapy (MET) including introducing the theoretical model of MET; demonstrate and practice motivational change skills with clients experiencing substance use disorders (SUD); learn how to engage SUD clients with

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motivational change behavior through body language, tone of voice, sitting proximity, etc. m. Motivational Interviewing (Ml) including the theory, principles, and skills of MI and related motivation-enhancing behavior change approaches that explore and shape counseling practice behavior, and to initiate a process for developing proficiency in MI for supporting change and wellness practices. n. Screening, Brief Intervention, and Referral to Treatment (SBIRT) including an introduction for licensed professionals/others on SBIRT that will define at least three key motivational interviewing principles and the four MI micro-skills (O.A.R.S.); describe the background and rationale for conducting SBIRT in a BH setting; and demonstrate the use of brief intervention strategies and motivational interviewing techniques to motivate clients to change their at-risk behavior and/or seek treatment. o. Seeking Safety (SS) including introducing the SS model, an evidence-based treatment for trauma and/or substance abuse; provide a background on trauma and substance abuse and implementation of SS (overview, evidence base), assessment tools and community resources; enable participants to implement SS in their own settings.

The following list describes curriculums in clinical competency topic areas. Trainings provided can be individual trainings under the topic or a developed curriculum in the topic area. Trainings should include applicable interventions, not just theoretical knowledge enhancement. p. Behavioral Health Treatment for the Older Adult Population addresses the unique risk factors and mental health conditions in those who are sixty ( 60+) plus years old and are Seriously Mentally Ill (SMI), including but not limited to differential diagnosis; psychotropic medications; substance use, co-occurring physical health conditions; integrated/whole person/coordinated care; assess to care; cognitive and functional challenges; suicide risk; consumer engagement and empowerment; cultural humility and responsiveness; the practices and principles of trauma informed care; and enhancing wellness, recovery, and resilience. q. Behavioral Health Treatment for the Transition Age Youth Population addresses the unique risk factors and mental health conditions in young adults between the ages of 16-25 who are Seriously Emotionally Disturbed (SED) or Seriously Mentally Ill (SMI), including but not limited to differential diagnosis; first-episode psychosis; psychotropic medications; suicide risk; co-occurring substance use; integrated/whole person/coordinated care; justice involvement; involvement in the foster care system; housing instability; consumer engagement and empowerment; engaging peer and family supports; cultural humility and

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responsiveness; the practices and principles of trauma informed care; and enhancing wellness, recovery, and resilience.

r. Trauma Informed Care (TIC) trainings will include a blend of evidence-based, as well as community informed innovative approaches to care that focus on: building and sustaining a trauma informed agency and workforce; working with children, youth, adults, and families who've experience trauma; not re- traumatizing individuals and families we serve; harm reduction techniques for better communication and stronger engagement with treatment; addressing trauma from a cultural lens; value of peer/family/community support; preventing vicarious trauma and reducing the effects of trauma exposure; transforming trauma and building resilience; and self-care techniques.

s. Treating Co-Occurring Disorders trainings focused on the principles, processes, and skills necessary to deliver effective treatment to consumers with co-occurring (Mental Health & Substance Use) disorders including but not limited to screening and assessment; differential diagnosis; practical knowledge of common substances and how they affect mental illnesses; the ability to assess a consumers' stage of change; techniques of motivational interviewing; addressing cognitive and functional impairments; justice involvement; employing a recovery perspective; consumer engagement and empowerment; engaging support systems; cultural humility and responsiveness; the practices and principles of trauma informed care; and enhancing wellness, recovery, and resilience.

2. The Contractor shall be able to work with the ACBH Training Unit (TU) to provide and deliver customized training as needed by ACBH units and outside community-based organizations.

3. The Contractor shall provide and assign high quality consultants or instructors on a consistent basis to deliver consulting or customized training as needed by the TU. The training shall be based on TU priorities and needs. One or more instructors may be required. The TU reserves the right to cancel the training class with fourteen (14) calendar days' notice, and not be charged for the class or training manuals or other materials by the vendor.

4. All instructors shall use the methods suggested by the training protocols established and updated by the TU such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as the projection system and following protocols for Continuing Education (CE) credits from a variety of clinical licenses and certifications.

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use of equipment, delivery, and protocols, etc. at an outside site as at ACBH operated sites.

6. The Contractor and all of its instructors shall provide immediate feedback to the TU Training Officer or designate regarding all training requests for new or additional services or to lodge complaints.

7. The Contractor shall provide ACBH with rights to reproduce materials for class participants at no additional cost to ACBH.

8. If the vendor supplies additional handouts or printed material, ACBH prefers they are printed double-sided and on minimum 30% post-consumer recycled content paper whenever possible ( 100% recycled paper is preferable). Vendors are encouraged to make materials available to students electronically as well.

9. Full day classes are usually held from 9:00 a.m. to 4:30 p.m. with one hour for lunch and two fifteen ( 15) minute breaks, for a total of 6 hours minimum/ day of instruction time. Half-day classes are generally held for 4 hours, from 9:00 a.m. to 1:00 p.m. or 1 :00 p.m. to 5:00 p.m., or a minimum of3 hours of instruction time.

10. Classes will be provided up to an estimated one hundred twenty (120) hours per fiscal year, to be shared among a pool of trainers per their expertise, cost and availability (to pe scheduled at the discretion of TU).

11. Late and Cancellation Penalties. The provision of reliable classes that start on schedule is a material term of the contract. Cancellations and late starts of a class have a negative financial impact on ACBH.

12. Late Penalties: For each scheduled class that does not begin within thirty 30 minutes of the scheduled start time, Contractor shall be charged a penalty of 25% of the cost of the session. If a scheduled class does not begin until 31 minutes or later than the scheduled start time ACBH may notify the Contractor the class is considered cancelled and cancellation penalties may be applied.

13. Cancellation Penalties: For classes that fail to happen as scheduled, without notice or with less than 14 day notice, Contractor shall be charged a penalty of 50% of the cost of the session. Notice given after 5:00 p.m. on any business day or on a weekend will be considered given at 8:00 a.m. on the next business day.

14.Payment of Penalties: Any penalties charged to Contractor may be deducted by ACBH from any pending invoice. If the amount owed to ACBH is less than the amount of any pending invoice(s), Contractor shall pay the sum due to ACBH within 15 days of receiving a request for full payment of the penalty.

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EXHIBIT A-2

DELIVERABLES/REPORTS

Regular Progress Reports shall be provided by the Contractor(s) based upon participant evaluation forms. Two business days prior to a scheduled training, the TU will provide the Contractor with a sign-in/out sheet listing the persons enrolled in the training. Within 14 business days following a training, the Contractor will provide the TU with a copy of the completed sign-in/out sheet along with completed evaluation forms and, for online trainings, confirmation that the participants completed a post-test.

All class average scores that fall below the acceptable 4.0 out of 5.0 rating may be addressed with a written plan of action provided by the Contractor. The individual learner's evaluation forms should be attached to the Progress Report. The TU shall keep original participant evaluation forms and give copies to the Contractor. Forms utilized will be mutually agreed upon by the TU and the Contractor.

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EXHIBIT A-3 DESCRIPTION OF SERVICES

1. Description of Service Coordination

a. Contractor will partner with the County to provide behavioral health focused training on an "as needed" basis for providers and community-based organizations. Trainings will be developed and conducted to support with Mental Health Services Act (MHSA) stated outcomes including:

1. The identification of training priorities that increase performance capabilities to meet client, family, departmental, organizational, and system needs; and

11. Improving the alignment of system-wide training activities to maximize individual and team learning, resources, and desired outcomes; and

111. Creating and utilizing a training evaluation methodology that measures individual, team/program, and organizational outcomes.

b. The training leadership and administration will ensure full adoption of County training protocols including:

i. The timely submission of updated supporting documentation; and

11. Using the specified training format; and

111. Collecting on-going feedback from participants regarding current and future training needs.

2. Contractor will provide County staff (both clinical and non-clinical staff) with skills based and outcomes oriented training.

3. Contractor will provide instructors to deliver one or more of the following trainings:

• Clinical Supervision Skills • Cognitive Behavioral Therapy (CBT) • Collaboration and Teamwork • Conducting Assessments from a Cultural and Linguistic Appropriate Lens (CLAL) • Differential Diagnosis throughout the Lifespan • Engaging Consumers, Clients, and Families in Behavioral Health Treatment • Legal and Ethical Issues • Preventing and Managing Aggressive Behaviors in Behavioral Health Settings • Mental Health First Aid (MHFA)-in Youth, Adult, and Spanish versions Page 24 of 46 Master Contract No. 901951 Procurement Contract No. 21082

• Motivational Enhancement Therapy (MET) • Motivational Interviewing (MI) • Providing Consumer and Family Driven Services • Screening, Brief Intervention, and Referral to Treatment (SBIRT) • Seeking Safety (SS) • Behavioral Health Treatment for the Older Adult Population • Behavioral Health Treatment for the Transition Age Youth Population • Trauma Informed Care (TIC) trainings • Treating Co-Occurring Disorders

4. Contractor may be asked to provide a six-hour Law and Ethics training and/or a fifteen hour Clinical Supervision Skills training.

5. Contractor will utilize outside experts and consult with the National Council of Behavioral Health for Screening, Brieflntervention and Referral to Treatment (SBIRT), Mental Health Interpreters Training, and other trainings to further support the County.

6. In collaboration with County, Contractor will:

a. Assess, identify, and prioritize training needs/schedule; and

b. Analyze and summarize training evaluations for each training/trainer.

7. Contractor will be responsible for coordinating all aspects stated above including:

a. Scheduling and coordinating fiscal paperwork with trainers;

b. Developing and distributing training announcements;

c. Tracking and providing Continuing Education credits, when possible;

d. Copying and distributing handouts;

e. Making training packets;

f. Training registration;

g. Trainer audio visual needs on site for in person trainings; and

h. Technical needs for online trainings.

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EXHIBITB

PAYMENT TERMS

1. The County neither warrants nor guarantees any minimum or maximum compensation to the Contractor under this Agreement. Contractor shall be paid based on actual services performed on behalf of the County.

2. County will use its best efforts to make payment to Contractor upon successful completion and acceptance of the following services listed within thirty (30) days upon receipt and approval of invoice.

Description Estimated Vear 1 Cost Vear 2 Cost Annual Hours Training Service Staff 120 Hourly Rate Cost Hourly Rate Cost Year 1 Year 1 Year 2 Year 2 Training Services : Clinical Supervision Skills 16 $380 $6,080 $380 $6,080

Cognitive Behaviora I 7 $380 $2,660 $380 $2,660 Therapy (CBT) Collaboration and 4 $380 $1,520 $380 $1,520 Teamwork Conducting Assessments 7 $380 $2,660 $380 $2,660 from a Cultural & Linguistic Appropriate Lens (CLAL)

Differential Diagnosis 7 $380 $2,660 $380 $2,660

Engaging Consume rs/ 7 $380 $2,660 $380 $2,660 Clients and Families in Behavioral Health Treatment

Legal and Ethical Issues 6 $380 $2,280 $380 $2,280

Preventing and Managing 7 $380 $2,660 $380 $2,660 Aggressive Behaviors in Behavioral Health Settings

Mental Health First Aid 7 $380 $2,fifiO $380 $2,fifiO (MHFA) - in Adult, Youth, and Spanish versions

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Description Estimated Year 1 Cost Year 2 Cost Annual Hours Hourly Rate Cost Hourly Rate Cost Year 1 Year 1 Year 2 Year 2 Motivational 7 $380 $2,660 $380 $2,660 Enhancement Therapy (MET) Motivational Interviewing 7 $380 $2,660 $380 $2,660 (Ml)

Screening, Brief 7 $380 $2,660 $380 $2,660 Intervention, and Referral to Treatment (SBIRT) Seeking Safety (SS) 7 $475 $3,325 $475 $3,325

Behavioral Health 7 $380 $2,660 $380 $2,660 Treatment for the Older Adult Population Behavioral Health 7 $380 $2,660 $380 $2,660 Treatment for the Transition Age Youth Population Trauma Informed Care 4 $380 $1,520 $380 $1,520 (TIC)

Treating Co-Occurring 6 $380 $2,280 $380 $2,280 Disorders

Above rates include all other costs and taxes, including direct and indirect costs, such as but not limited to, administrative support, travel, printing, online services, and materials

3. Invoices will be submitted for review and approval to Lori DeLay, Training Officer, Behavioral Health Care Services or her designee. All invoices and supporting documents under this Agreement shall be sent to:

COUNTY OF ALAMEDA Behavioral Health Department 2000 Embarcadero, Suite 302 Oakland, CA 94606 Attn: Lori DeLay, Training Officer Email: [email protected]

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4. Total payment under the terms of this Agreement will not exceed the pooled amount of Forty-Nine Thousand Five Hundred Dollars ($49,500). This cost includes all taxes and all other charges. Contractor understands and acknowledges that this contract is one of a pool of contracts with a not-to-exceed total amount of $49,500. Contractor understands and acknowledges that it is one of a number of contractors receiving payment from the not-to-exceed amount for the same or similar services. The parties agree that the total compensation payable to the pool of Contractors under the pool of contracts designated by County shall not exceed $49,500.

5. Upon award of this Agreement by County, County and Contractor shall forthwith jointly create a schedule governing the timely performance of Contractor's services hereunder. The agreed upon schedule shall be incorporated into this Agreement upon its adoption by the parties and thereafter Contractor shall perform all services under this Agreement in conformance with the schedule.

6. Final invoices must be submitted for payment within 90 days after the end of the term of this Agreement. Invoices submitted later than 90 days will not be paid.

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EXHIBITC 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 during the entire term of the Agreement or longer, as may be specified below, the following minimum insurance coverage, limits and endorsements:

A Commercial General Liability $1 ,000.000 per occurrence (CSL) Premises Liability; Products and Completed Operations: Contractual Liability; Bodily Injury and Property Damage Personal Injury and Advertising Liability, Abuse , Molestation , Sexual Actions , and Assault and Batte 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 individual Bodily Injury and Property Damage contractors with no trans ortation or haulin related activities c Workers' Compensation (WC) and Employers Liability (EL) WC : Statutory Limits Re uired for all contractors with em lo ees EL: $1 ,000,000 er accident for bodil in·u or disease D Professional Liability/Errors and Omissions $1 ,000,000 per occurrence Includes endorsements of contractual liabili $2 ,000,000 a re ate E Directors and Officers Liability $1 ,000,000 per occurrence lncludin Em lo ment Practices Liabili G Endorsements and Conditions :

1. ADDITIONAL INSURED: All insurance required above with the exception of Personal Automobile Liability, Workers' Compensation, Employers Liability, and Professional 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, volunteers, and representatives. The Additional Insured endorsement shall be at least as broad as ISO Form Number CG 20 38 04 13. 2. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement. In addition , Insurance policies and coverage(s) written on a claims-made basis shall be maintained during the entire term of the Agreement and until 3 years following the later of termination of the Agreement 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, including excess and umbrella insurance policies. shall include an endorsement and be primary and non-contributory and will not seek contribution from any other insurance (or self-insurance) available to the County. The primary and non-contributory endorsement shall be at least as broad as ISO Form 20 01 04 13. 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 a A.M. Best Rating of no less than A:Vll or equivalent, shall be admitted to the State 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 sole responsibility of the Contractor. 5. SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) under its policies or shall verify that the subcontractor, under its own policies and endorsements, has complied with the insuranqe requirements in this Agreement, including this Exhibit. The additional Insured endorsement shall be at least as broad as ISO Form Number CG 20 38 04 13. 6. JOINT VENTURES: If Contractor is an association. partnership or other joint business venture. required insurance shall be provided by one 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. Coverage shall be at least as broad as in the ISO Forms named above. Joint insurance program with the association, partnership or other joint business venture included as a "Named Insured". 7. CANCELLATION OF INSURANCE: All insurance shall be required 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 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 required certificate(s) and endorsements must be sent as set forth in the Notices provision .

Certificate C2C Page 1of1 (Rev. 09/25/14)

Page 29 of 46 Master Contract No. 901951 Procurement Contract No. 21082

Client#: 440315 BETIEWAY1 IDAlE~ ACORD,. CERTIFICATE OF UABILITY INSURANCE 6130/2020 THIS CERTFICATE IS ISSUED AS A MATTER OF 1NFORMATION OHLY AND CONFERS NO RIGHTS UPON THE CERTFICATE HOLDER. THIS CERTIACATE DOES NOT AFFRMATIVB. Y OR NEGATIVELY AMEND, EXTEMD OR ALTER THE COVERAGE AFFORDED BY THE POLICES BELOW. THIS CERTIFICATE OF INSURANCE OOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(SI. AlJTHORIZED REPRESENTATIVE OR f'IRODlx:ER, AND THE CERTIACATE HOLDER IMPORTANT: lfthee«tific:Q, holder is an ADDITIONAL INSURED. the policyfies) must ._..ADOfTIONAL INSURED provisions or bHndorsed. If SUBROGATION .15 WAIVED. subject to th@ Imm md conditions of the policy, certain policies may require an endorsement. A statement on this~ dOes not confl!nny rights to the certifica~ holder in lieu of such ~s) ..

PMIDUCER ~ Felicia Me.Aroy Marsh & 'McLennan Agency UC .,..,, 9.25 482~7 I iiii.-. 925 482"9390 Marsh & McLennan Ins Agency LLC . Felicia.M MMA.com 1340 Treat BIVd 1250 -Aff()IU!lk)~ !WC·• Walnut Creek, CA 54597 NIURER A: Nonproftbl ln•uranc• Allllnc• OI' CA INIUREO NIURER a : lfartfCnl Fir• ll'llllra:ncs company 19682 A BetteTWay, lnc NIURERC : 3200 Adeline Street NIURERD : Berkefey, CA 94703 NIURERE: NIURERF : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER ililS IS TO CERTIFY THAT THE POUOIES -Of I ~ LISTED BELOW HAVE eeEN lsst.eD TO THE INSURID w.MED fol!l:NE FOR THE POUCY PERICO l~TED . NOlVllliiST.0•11'Clll'IG .loN'l REOVIRSMENT, TERM OR CONomoNCf' ~ c:amvcrOR OTHER OOCUMEITT WiTtt RelPECT TO '11111CH THIS CERTIFICATE MAY BE ISSUED OR MAY PERT.AJN, TI1f INS~ AFFORDED BY THE POUCIES CF..SCRIBS> HEREIN IS SUBJECT TO At.L THE TERMS, EXCLUSIONS Al«l CCNDmONS Cf' SUCH PCUC!ES. UMIT$ SHOViN MA.Y HAVE BEEN REDUCED BY 'PAIO CUJl.'6. r r ·rn T'IPEOF~ ~ 'WiiD POUCYlfJ- .... " UWTI A x ~M.GENERAL~ 202008771NPO Ml7101/2020 07/0t/2021 EACH~NCE it 000 000 >-- x D Ol.~M&WoCE [!! ~ ~~' i500000 l.eD EXP l/Vrf-_-i $ 2() 000 FERSONllL&N:N IKJURY 11.000000 QEN'L. ."GCREC>A'TE wt.AFT Am.IE.8 PER: ce.ERi'G' ."1:lG 13000000 A ._AUTOMOBLEUASIJTY x 202008771NPO !07/01/2020 07/0112021 1 ;&"~~------,1' .000.000 ._ N('( ,'llJTO llOCCL 'f IN.JI.RY iFe' penariJ $ ~ EXlHm.JLEO llOCCLY I~ ~CH.'I' J I xi REmmoodO 000 15 WORl!ERI COlll'BllAJIC!ll 1 ~- AMDEllPLD'tERJ• LJMiVl'I' YI N l~nm I E.L. EACH /IVXillEN'T -Cff!CEl'ROPRETOIWNmERR.MBEER EXCWCE 0ECUT!'D? noD MIA ' Pllndll>or7 Iii Niii E.L. CISEASE-·EA B.A.Ol'EE $ II! = deoal>e ..- CEsr.RFTIO'i CF CFERATION9 - E.L. Cl6£1\SE -PCUCYUl.IT $ A Professional Liab 202008771NPO !07/0112020 07/01/20.21 $1,000,000/$3,000,000 B Dishone.sty Bond 57BOOGX1915 Ml7101/2020 07/0112021 $390,000 Limit

DEICAIPOON OFOPU!AllOlll I LOCil'.TIOltl l 'oEICLEI ~ 101,. ----.-..,-llollilaallecl ·--k- County of Alameda, its Board of Supervisors, thl! individual members thereof, and illl County officers, a.gents., employees and n!Jlf'l!Sentatives are included as Additional Insured (Gener.ii Liability and Auto Liability), per 1he attached. Insurance is primary and non~ontributory.

CERTFICATE HOWER CANCEUATION

SHOULD llJN' Of THE ABOVE DESCRIBED POUCIES BE CAHCElLED BEFORE Alameda County Social TI1E ElCJ'IRATION DATE THEftEOF, NOllCE 'MLL BE llEl.MRB> IN Servi~s/Contracts Office ACCON>ANCE wmt THE POUCY PRCMSIONS. Attn: Insurance Unit .2000 San Pablo Avenue, 4th Aoor AllTMONZED REPREIENTAll\IE Oaktand, CA 94612 ...... I ~ 4P 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016I03) 1 of 1 The ACORD name md logo ilrl! r.gistervd lllilrll of ACORD #549123161M49111545 WSAXK

Page 30 of 46 Master Contract No. 901951 Procurement Contract No. 21082

.---, ABETTER--04 AnCI ACORD" CERTIFICATE OF UABILITY INSURANCE DATEl'fll/DCtl't'l"VYJ ~ I 7/13t2020 THIS CERTIACATE IS ISSUED AS A MATTER OF INFORMATION ONLY ANO CONFERS NO RIGHTS UPON THE CERTFICATE HOlDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVB..Y AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BYTHEPOUCES BElOW~ TIUS CERTIFICATE OF IN.SURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S). AIJTHORIZED REPRESENTATIVE OR PRODUC!ER. ANDlHE CERTIACATE HOLDER.

IMPORTANT: If the certificate holdH is an ADDITIONAl INSURED, the poflCYlies) must ~.YI! ADl!lfTIONAL INSUREO po¥isiof15 OT be endor54!d. If SUBROGATION IS WAIVED, s'llbject to the tenns and conditions of CM policy, certain poliCies nuy requi re an endorserrle

OOllllEICl.tL GENERAL UMIUTY tl.'IWICE ro RENTED :oCL~ o«nR . ~ .-- , I

~ONOSll.Ji UA8UrY NIYl'UrO ONIE[) ~ E.0£0lLBD i-- ALITOS ·OM..Y .__ MJl'OB .__ ~ON.Y ,_ ~9

'-- UMBRELU LIAS H OOCU' EADUlOCU~RENCE I EXC£!1SUAS ~ I CED I I RETENTION I

19SS746-20 71112020 71112021 E.LEACH...::aoENT $. 1.000.000 1.000;000 1. 000 ~000

DE!ICllll'Oa!IOFOftRAllOHSILOCATION9'1VEHICLES [ACOR0 11t1, --k-.-... - · --ll.roqul""41 EvlOenc• or CO'i'Hag• ·

SHOUlO AHY Of TffE ABOVE DESCRIBED POlJCIES BE CANCELLED ;BffOR:E THE EXPtRATlON DA.TE THEREOF. NOTICE WILL BE DELIVERED IN Alameda County -BHCS; Insurance Coonlinat« ACCORDANCE v.ITH THE POLICY PRO\MaONS,. 1900 &nbarcadero; Suite 205 Oakland.. CA 94606-0000

Page 3 I of 46 Master Contract No. 901951 Procurement Contract No. 21082

Clie-ntit: 440315 BETTEWAY1 ACORD. • IOATE~ CERTIFICATE OF LIABILITY INSURANCE 6/30f2020 THIS CERTFICATE IS ISSUED AS A MATTER OF 1NFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTFICATE HOLDER. THIS CERTIACATE DOES NOT AfflRMATIVEL Y OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCES BELOW. THIS CERTIFICATE OF INSURANCE DOES INQT CONSTITUTE A CONTRACT BETWEEN THE ISSlllNG INSU~.SI. AUTHORIZED REPRESENTATIVE OR PRODUCER. AND THE CERTIACATE HOLDER IMPORTANT: If the certificate holder is an ADDITIOHAl INSURED, tM policyfies} mus! have ADOITIOHAl INSURED provisions or be endorsed. If.SUBROGATION IS WAIVED. subjKt to the 1erms and conditions of the policy, certlin policies may require an endor5ement. A statement on this certificate does not confef-any nghls to tM certili~ holder in lieu of such ~s) ...... ,.,,..., PRODUCER Feficiil McAroy Marsh & 'McLennan Agency LLC ml'Ti. - .\ 925 482-$337 I '"' -., 925 482-'9390 & Agency LLC -= - Marsh !McLennan Ins ~~-- - Felicia. . -- r5hMMA..com 1340 Treat BIYd #250 -AffaUNCl~ !WC• Walnut Creek, CA 94597 IHIUAER A : Nbflproftia lneuranc• Allllnc:. Of CA INIUREO IHIUAERB : A BettecrWay, Inc INIUll!ERC : 3200 Adeline Street INIUAERO : Berk~k!y, CA 94703 INIUAERE: IHIUAERF : COVERAGES CERTIACATE NUMBER:: REVISION NUMBER: THIS IS TO CERTIFY 1HAT THE POUCIES Of INSIJRANCE LISTED BELOW Hi'\VE BEEN lsstED TO THE INSURfD w.IAED ~ FOR THE POUCY PERICO INDICATED. i'iOTWITHSTANill~ >Hf REOUIREMENT, TERM «lR CONOITTQHJf Ntt CONTMCT OR OT11ER OOCUMEKT 'MTH RESPECT TO v.HICH THIS CERTIFlCATE MAY E!E ISSUED OR PMY PERr.AJN, TI£ I NS~ AR'ORDED BY TI£ POUCIES OESCRIBB> HEREIN IS stl!JECT' TO A1L T1£ TERMS, EXCLUSIONS ANil OONDmONS Cff SUCH PCUCIES. UMITS Stt0\'"4 MAY HAVE BEEN llEOOCB> SY PM!> Cl..lllMIS.

~M.OENERAL UAR.n:Y S'°ICM ocaA;AENCE ' ~tJ O..'\IL~ o ~ ~~l ' I.ED EXP ~one llCl".onJ ' FERSlOW\L $N:N INJl.R'f ' aaew.."°3REGATE J

~UAll H OOCUR ,__ ElCCBI UAB CL~

OOi) I I Fl!ITTKTION •

A Directors & 202008ll1NPO 07/0112020 07/0t/2021 $1,000,000 Aggregate Officers Ea. Wrongful Act $5 000 Deductibl~ OEICAIP'TION OFOPB!IA'.IXlll I L.OCATIONI 11o91Cl.EI fMXJAln.-i. llddltloNl-.-...-1»-·-- .. ~ Evidence of Covera~

CERTFICATE HOLDER CANCELLATION

Alameda County - BHCS SttOUW />Hf Of THE ABOVE DHCRl!ED POUCIE.S ·eE CANCELLED BEfORE THE EXPIRATION DATE THEREOF, N01lCE 'MLL BE DBJVERED ~ Insurance Coordinator ACCOftDANCE Wll11 THE POUCY. Pl«MSION.S. 1900 Embarcadero Suite 205 AIJTMONZB> RIEP'AElBITA'.T1\IE Oakland, CA 94606 .....__ I ~ Cl 1988-2015 ACORD CORPORATION. All rights reseM!d. ACORD 25 (201 &I03) 1 . of 1 The ACORD llalM and logo are ~tered marks of ACORD #54!tt2329.IM4910562 WSAXK

Page 32 of 46 Master Contract No. 901951 Procurement Contract No. 21082

INSURED: A Beller Way, Inc

POLICY#: 202008771NPO POLICY PERJOD: 07i01/2020 TO 07K> 112021

COMMERCIAL GENERAL LIABILITY co 20 1004 13

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED- OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION

COMMERCIAL GEM:RAL IABCL OOVERAGE PAR

SOiEOULE

Na~ Of Adc.ttlomil tnsurtd Ptrson(s) Or Oraantatlonlsl Loeatlonlsl Of COvtttd Ootratlons When required. by written contract As ReqUftd Pe' VWilten Conl13c:t

lnfotmati¢n reoi.ired to OOMr'!lete tll1s Schedule. 11' not WM\ 111X1Ve, w..l be mown tn tho Oedaratloos..

A. Section II - Who Is An lnS\lfltd IS amended lo a. 'lvWl ~ lo !be urani::f! all'o:'ded to th!!Se include as M liddil!Onal insured !he pe:isOl'l(S) Of 11dd1ti0na1 insureds the lolla.-.no i!lddillOn exe1us1oos organi:!abon(s) &hOW'i In the Schedule but only wllh a pl reSpEct to f1abflty fOf 'bod '/ ltl!U')"', •property damage• Th 1nswance t:loes not a)lf)ly •bodily miury" or or "pel'EOl'lal and adva'tis:ng 1ruury" caused, m whole "peoperty damage" oocurmg after or in part by. 1. All worl<. tnelud'11g ma enals. parts or equ4)'T!enl 1. Your acts 04' om1l»!Ons, or furnished in oonlleChon wtth svch work. on ihe 2. The ects or omis.'lQns <::f ~ ()Cling oo 'i'Q(.11' behalf; pl'Clft!CI (~r than service mal'ltenance or r e~1f'ii) lo oo periQrmed by 0< ()(1 behalf r:i the <1cX1i!Jonal I tile oeJ'IOl'ti'\i'.lf'IOO OS for 1n1ured(s) a ttle klc!ltiori of trie cov!fed operetiol!a the a d d~iOn 1nsured(s) at the 1ocaoon(s) has been oompleled, ot ~naoo abO\le 2. t JX>rt1on ~ "yoar work" i:M of which !he injury or d<1maoe mJSeS h ~ teen P',11· to its Howev-er 1ntencred use by ;my person or QrOit'lilatk;in O!her 1, The urar'>Oe blfo:dt!d to such alkltt!Ol'tal insured onl) n anotner ~ or subc:on1ractor ei"iglllQE'd app€.es to tMi!!xtent pe-mited by law, aoo 1r1 performing ooerations for a prirqial as a pert or 2. eoo.•erage pnwlded o the add1'.iom1 insured is 1tre sa e project reiilked by a oortrect or agfeeMent, !tie insuranoe af"ooled tQ such edd~1;1nal ireo ¥1111 nQt Qt! brtBd than tt.;it wnlch you are re;i1.1ret1 by tile contract a agreement to provide for w::ti add tiaial insured

CG20100413 Cl~nc.;Serv l c~Offioe , nc 2012 Page1ot2

Page 33 of 46 Master Contract No. 901951 Procurement Contract No. 21082

C. \l\l'ill1 r~peci to the ir1S1Jr:ani:e afforded to 2. Averai)£> praviOOd to !00 additiOOal I StJfed iG This endorsemeflt shall not Increase lhe applicable reqUked by a conttact ot agreement, the most we Limits ~ Insurance srown In the Declaratloos v>i!! pay on bellalf of he add ioral insured i& hE! emount r=' insurance· 1. RE

Pl!ge 2 of 2 ~ lnsur<1noe Services Office, Inc , 2012 CO W 10 04 13

Page 34 of 46 Master Contract No. 901951 Procurement Contract No. 21082

INSURED: A6el!erW3y . Inc

POLICY#: 20200877tNPO POLICY PERIOD: r!7 .01/2020 TO 07JOt12Q2t

COMMERCIAL GE.HERAL UAlllUTY CG2011041l

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDmONAL INSURED - MANAGERS OR LESSORS OF PREMISES

COMMERCIAL GENERAL LIABUTY COVERAGE PART SCHE'OUll!

D"'9Ntion OI P...... s (Pati lAaHd To You): wi. •• "'

N-Of "-Oil(t) Of ~ion{I) (AdditloNJ IMund): ·m-requ td by .within conlract

Addlti onal Pr.mlum: S lnclud9d

A. Sedlotl II - WllO a. All IMlfrecl iii lmlnoed t 2. If c.o'<'efalle ()!t)lllde the addlicf\al lflsure.l include tlll 1111 addlbonal 1 wild thlt pet&On[t) 01 ;a r9QUlf9d by a conlrac1 0< &g1" ere. tt.. O'lllll\'UCoon(s) s:llown '" tl'>e Sc:hec:tule. °"'' only ~.-.- •!ilit'd..S lo 5llCll1 ad~ 1nw'"' "'"ti> _, lo li;!biily ~ out of 11>41 .... no1 bl> broo.d11< tNn lhilll wtiich yw ..,.. o-.11ip, meirlt-ooe "' UH ot 11111 patt of lhil ~ cl tiv e co ~ or ag:eenifl\t to pronnoc It~ 10 vou Clrd $1'1&.vn '" 1!'.lt l>IO'l1!41 IOt such oddftienol IMU!Od SCNa9 1ni;\ll'anc9 allo Si!Ctlon IU - Ulllii!I Of lruiUO'lflCii: 1. P-ny ·occurrence· ....,m toke• ptoc,.. afle1 you I CDver.>ge Pf""Jded lo th!! •ddilK:n ll1 insured i$ C¥1'M lo blo ~ tur.¥11 in I kat jlflilmiws. !'IMlirvd by~ wnlr.ld or ;;;rw1119<11. lhv "1CI'! .,,v will uny on bclftl of the odditillftal insurod ii!. !floe 2. Sttudwal """'ll!lam "'"" c..-rucbcn a dtmt>ltlOi'I CJ*illllOrl por1a1Md by or °" -111 °' Int f'C4! behl!ll ol' the penon(s a Q!'gMl•:rahor

• I Ttw it1SU111nCie' aflorded to llJCh lldOftJONlll wtuchttYttf • tr.c1. ll'lllUICd ontf :ippHos to lho OXtonl p~ Till efllf.Orlem«ot fl\a!I llOI 1ncrene 11\4 bV low: arid ~ umas d lnrurance ahCl'Mll 111 !he Decl...-ins

CG20110413

Page 35 of 46 Master Contract No. 901951 Procurement Contract No. 21082

INSURED: A Better W;zy, Inc

POLICY#:. 202008771NPO POLICY PERIOD: 0710 /2020 TO 07/0112021

COMMERCIAL OENERAL UASll.l'TY CG 20 216 04 13

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION

COMMERCIAL GENCRAL UAOILITV COVt:AAGC PA.RT SCHEOUlE

An y person or organizati on for which the Named Insured has agreed to prov1de insurance prior t o loss as provided by this policy but only t o t he l imit and scope of i nsurance agreed to by the Named I nsured

A. Section I - Who • An ~ is amof\ded to 8. W1l ~ct 10 tflt il\$Ur8~ -'foniied to fleM lnaude " •n add'1!0nli l" wred the pel'$00(t} or llddltlooai !MU~$, 1he foUewtng t. added to Ol'g*nization(t) anown t> 11\e s~ •• bu1 only S.etlOll II - Llmltl Of l ..UJlnte : Wlttl respect IO liabllty tor "OodJy '11urt. ",:ifOl>'t!t; If CCM!111109 pl1IVlCilld in the addilKJIUll IOMJllld IS d~" O< • pecsonal Ol'ld advetl '9illg lilfUIY" "'11'1m by • c.qntl'llCI or •greement. ~ most we Q!UM

C020 26 0413 C lm;uranc;ie Services Offi<:e. Inc.. 2012

Page 36 of 46 Master Contract No. 901951 Procurement Contract No. 21082

INSURED: ABEft!r Way. Inc

POLICY #:. 202003771 P.PO POLICY PERIOD: 07/01!2020 TO 07/01/2021

ADDITJONAL I SUJED • MORTGAGEE, ~IGNEE, OR REcEIVtR

mi ~ moditle$ imunilce pt'Oviied under cbe following~

COMMERCJAL GENEJlAL UAB1LJTY COVERAGE PART.

SCREDULB

As requited D( w11te contract sgned 1Yt t:xllh parties priOt to any "Oool.lrence'' lo wl'lleh coverage ts $0Ug"ll under t hi~ JXlic')'

(1f DO edr)t 1f1P18J1 aboYe. infuiDlltUJ nquircd to ccmplefcdris endo~-Mll be shown ii the Decln.ions applicable to lhf$ ~.)

1. "'HO IS AN INSURED

l. ns ms~ does DOt apply to strocturaJ Wntioos, new comt.N:tion and demolition opentions performed lJ)t or fm dmt person or~

002018 111-1161

Page 37 of 46 Master Contract No. 901951 Procurement Contract No. 21082

fNSURED: A Bettet Way. Inc

POLICY#: 202008nlNPO POLICY PERIOD: 0710tl2020 TO 07/0 !l202t

C-OIHIERCIAL G ENE~ UABLrTY C0 1034 07 04 mas ENDORSEMENT CHANGES THE POLICY. PLEASE! READ IT CAREFULL. Y. ADDITIONAL INSURED - LESSOR OF LEASED EQUIPMENT -AUTOMATIC STATUS WHEN REQUIRED IN LEASE AGREEMENT WITH YOU

Thi$ otldOJSsnant l'l'IOdflas nsurance pnM

COMMERCIAL GENERAL llABllnY OOVERAGE PART

A pel'90n's or o~m · 1 ._tatu• 111S tv1 addtlonal ~ l.i'lder tt.ia endortement erd whan their CCflll'IC1 or lgftement wlltl you 1or luc:I\ loos.d eq~ends . 9. Wiii rt~ to tnt 11suranc9 altenitO to #MIA addhlonat Insureds, Ulls Insurance d°"' not apply to any 'oc:et.rrenoe" which takes place afler the equlpm.m ..... ~it'N .

CG 2034 r1704 C ISO Pn:lpff!11fl, Inc., zoo.t Page 1 ot 1

Page 38 of 46 Master Contract No. 901951 Procurement Contract No. 21082

INSURED: ABEtlerWay, Inc

POLI CY#: 2m008771NPO POLICY PERIOD: 0'7/CM/2020 TO 07.1(}1/2021

ADDI TIONAL INSURED ENDORSEMENT

BUSINESS AUTOCOVERAGEO Y

Alameda CQny Social

(It ~ cnlJ}• apix-.111; ;!bo\•c. io:f(lllllUl!)()ll ~ml IQ wmplcte tm~ c111.!mcmeut will be shown in the Dccl<'!r.iUQ~ as appl ic,1blc Lo Ih.iHudotsctll<)n l.)

Bue only as ~s a leg:llfy· cnforoeabl(; couir11ct11~l 11grcemcn1 nith •1!': Named l~d aruJ 011~- for liability ari>ing ovt of the med Ill1ill1\!d's rH..>;g]igc.noe 300 011 1 ~· for occurrences of ciwcfllll,CS 110l oLlil'nlisc l)o.~cl 1idcd in 11 ' paliC} to whkll 1l1 is eodorneoront. applies.

IL is Ji.trtlu:-r widcisl.ood wld agll:OO Ilia! ~cfilc or !he muubcr of ct ' LiC'S ll!llru.'d as inslm::ds 111LCIJ:-r tllis polic~ , in oo even1 shall he coinp.iny's limits o( liability exceed die oocm:re~ l)f ;iygregate limits as appl i ~blle by policy definition or cnd~mtN ,

IAC·A l (1f91 )

Page 39 of 46 Master Contract No. 901951 Procurement Contract No. 21082

EXHIBITD

COUNTY OF ALAMEDA

DEBARMENT AND SUSPENSION CERTIFICATION (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

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

• Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; • Has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency within the past three years; • Does not have a proposed debarment pending; and • Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three years.

If there are any exceptions to this certification, insert the exceptions in the following space.

Exceptions will not necessarily result in denial of award, but will be considered in determining contractor responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action.

Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Standard Services Agreement. Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification.

CONTRACTOR: A Better Way, Inc.

PRINCIPAL: David Channer TITLE: President/CEO

lnDocuSlgned by: 11/12/2020 SIGNATURE: LR:~A~

Page 40 of 46 Master Contract No. 901951 Procurement Contract No. 21082

EXHIBITE

HIPAA BUSINESS ASSOCIATE AGREEMENT

This Exhibit, the HIPAA Business Associate Agreement ("Exhibit") supplements and is made a part of the underlying agreement ("Agreement") by and between the County of Alameda, ("County" or "Covered Entity") and A Better Way, Inc., ("Contractor" or "Business Associate") to which this Exhibit is attached. This Exhibit is effective as of the effective date of the Agreement.

I. RECITALS Covered Entity wishes to disclose certain information to Business Associate pursuant to the terms of the Agreement, some of which may constitute Protected Health Information ("PHI");

Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed to Business Associate pursuant to the Agreement in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (the "HITECH Act"), the regulations promulgated thereunder by the U.S. Department of Health and Human Services (the "HIPAA Regulations"), and other applicable laws; and

The Privacy Rule and the Security Rule in the HIPAA Regulations require Covered Entity to enter into a contract, containing specific requirements, with Business Associate prior to the disclosure of PHI, as set forth in, but not limited to, Title 45, sections 164.314(a), 164.502(e), and 164.504(e) of the Code of Federal Regulations ("C.F.R.") and as contained in this Agreement.

II. STANDARD DEFINITIONS

Capitalized terms used, but not otherwise defined, in this Exhibit shall have the same meaning as those terms are defined in the HIP AA Regulations. In the event of an inconsistency between the provisions of this Exhibit and the mandatory provisions of the HIP AA Regulations, as amended, the HIP AA Regulations shall control. Where provisions of this Exhibit are different than those mandated in the HIPAA Regulations, but are nonetheless permitted by the HIPAA Regulations, the provisions of this Exhibi_t shall control. All regulatory references in this Exhibit are to HIP AA Regulations unless otherwise specified.

The following terms used in this Exhibit shall have the same meaning as those terms in the HIP AA Regulations: Data Aggregation, Designated Record Set, Disclosure, Electronic Health Record, Health Care Operations, Health Plan, Individual, Limited Data Set, Marketing, Minimum Necessary, Minimum Necessary Rule, Protected Health Information, and Security Incident.

The following term used in this Exhibit shall have the same meaning as that term in the HITECH Act: Unsecured PHI.

III. SPECIFIC DEFINITIONS

Agreement. "Agreement" shall mean the underlying agreement between County and Contractor, to which this Exhibit, the HIPAA Bu'siness Associate Agreement, is attached.

Business Associate. "Business Associate" shall generally have the same meaning as the term "business associate" at 45 C.F.R. section 160.103, the HIPAA Regulations, and the HITECH Act, and in reference to a party to this Exhibit shall mean the Contractor identified above. "Business Associate" shall also mean any subcontractor that creates, receives, maintains, or transmits PHI in performing a function,

Page 41 of 46 Master Contract No. 901951 Procurem!!nt Contract No. 21082 activity, or service delegated by Contractor.

Contractual Breach. "Contractual Breach" shall mean a violation of the contractual obligations set forth in this Exhibit.

Covered Entity. "Covered Entity" shall generally have the same meaning as the term "covered entity" at 45 C.F.R. section 160.103, and in reference to the party to this Exhibit, shall mean any part of County subject to the HIPAA Regulations.

Electronic Protected Health Information. "Electronic Protected Health Information" or "Electronic PHI" means Protected Health Information that is maintained in or transmitted by electronic media.

Exhibit. "Exhibit" shall mean this HIPAA Business Associate Agreement.

HIPAA . "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191.

HIPAA Breach. "HIPAA Breach" shall mean a breach of Protected Health Information as defined in 45 C.F .R. 164.402, and includes the unauthorized acquisition, access, use, or Disclosure of Protected Health Information which compromises the security or privacy of such information.

HIPAA Regulations. "HIPAA Regulations" shall mean the regulations promulgated under HIPAA by the U.S. Department of Health and Human Services, including those set forth at 45 C.F.R. Parts 160 and 164, Subparts A, C, and E.

HITECH Act. "HITECH Act" shall mean the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (the "HITECH Act").

Privacy Rule and Privacy Regulations. "Privacy Rule" and "Privacy Regulations" shall mean the standards for privacy of individually identifiable health information set forth in the HIP AA Regulations at 45 C.F .R. Part 160 and Part 164, Subparts A and E.

Secretary. "Secretary" shall mean the Secretary of the United States Department of Health and Human Services ("DHHS") or his or her designee.

Security Rule and Security Regulations. "Security Rule" and "Security Regulations" shall mean the standards for security of Electronic PHI set forth in the HIPAA Regulations at 45 C.F.R. Parts 160 and 164, Subparts A and C.

IV. PERMITTED USES AND DISCLOSURES OF PHI BY BUSINESS ASSOCIATE

Business Associate may only use or disclose PHI:

A. As necessary to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Agreement, provided that such use or Disclosure would not violate the Privacy Rule if done by Covered Entity;

B. As required by law; and

C. For the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided the disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for Page 42 of 46 Master Contract No. 901951 Procurement Contract No. 21082

the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

V. PROTECTION OF PHI BY BUSINESS ASSOCIATE

A. Scope ofExhibit. Business Associate acknowledges and agrees that all PHI that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording and electronic display, by Covered Entity or its operating units to Business Associate, or is created or received by Business Associate on Covered Entity's behalf, shall be subject to this Exhibit.

B. PHI Disclosure Limits. Business Associate agrees to not use or further disclose PHI other than as permitted or required by the HIPAA Regulations, this Exhibit, or as required by law. Business Associate may not use or disclose PHI in a manner that would violate the HIP AA Regulations if done by Covered Entity.

C. Minimum Necessary Rule. When the HIPAA Privacy Rule requires application of the Minimum Necessary Rule, Business Associate agrees to use, disclose, or request only the Limited Data Set, or if that is inadequate, the minimum PHI necessary to accomplish the intended purpose of that use, Disclosure, or request. Business Associate agrees to make uses, Disclosures, and requests for PHI consistent with any of Covered Entity's existing Minimum Necessary policies and procedures.

D. HIPAA Security Rule. Business Associate agrees to use appropriate administrative, physical and technical safeguards, and comply with the Security Rule and HIPAA Security Regulations with respect to Electronic PHI, to prevent the use or Disclosure of the PHI other than as provided for by this Exhibit.

E. Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or Disclosure of PHI by Business Associate in violation of the requirements of this Exhibit. Mitigation includes, but is not limited to, the taking ofreasonable steps to ensure that the actions or omissions of employees or agents of Business Associate do not cause Business Associate to commit a Contractual Breach.

F. Notification ofBreach. During the term of the Agreement, Business Associate shall notify Covered Entity in writing within twenty-four (24) hours of any suspected or actual breach of security, intrusion, HIPAA Breach, and/or any actual or suspected use or Disclosure of data in violation of any applicable federal or state laws or regulations. This duty includes the reporting of any Security Incident, of which it becomes aware, affecting the Electronic PHI. Business Associate shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized use or Disclosure required by applicable federal and/or state laws and regulations. Business Associate shall investigate such breach of security, intrusion, and/or HIPAA Breach, and provide a written report of the investigation to Covered Entity's HIPAA Privacy Officer or other designee that is in compliance with 45 C.F.R. section 164.410 and that includes the identification of each individual whose PHI has been breached. The report shall be delivered within fifteen (15) working days of the discovery of the breach or unauthorized use or Disclosure. Business Associate shall be responsible for any obligations under the HIP AA Regulations to notify individuals of such breach, unless Covered Entity agrees otherwise.

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shall obtain written contracts agreeing to such terms from all agents and subcontractors. Any subcontractor. who contracts for another company's services with regards to the PHI shall likewise obtain written contracts agreeing to such terms. Neither Business Associate nor any of its subcontractors may subcontract with respect to this Exhibit without the advanced written consent of Covered Entity.

H. Review ofRecords . Business Associate agrees to make internal practices, books, and records relating to the use and Disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity available to Covered Entity, or at the request of Covered Entity to the Secretary, in a time and manner designated by Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the HIPAA Regulations. Business Associate agrees to make copies of its HIP AA training records and HIP AA business associate agreements with agents and subcontractors available to Covered Entity at the request of Covered Entity.

I. Performing Covered Entity 's HIPAA Obligations. To the extent Business Associate is required to carry out one or more of Covered Entity's obligations under the HIPAA Regulations, Business Associate must comply with the requirements of the HIPAA Regulations that apply to Covered Entity in the performance of such obligations.

J. Restricted Use ofPH/for Marketing Purposes. Business Associate shall not use or disclose PHI for fundraising or Marketing purposes unless Business Associate obtains an Individual's authorization. Business Associate agrees to comply with all rules governing Marketing communications as set forth in HIPAA Regulations and the HITECH Act, including, but not limited to, 45 C.F.R. section 164.508 and 42 U.S.C. section 17936.

K. Restricted Sale ofPHI. Business Associate shall not directly or indirectly receive remuneration in exchange for PHI, except with the prior written consent of Covered Entity and as permitted by the HITECH Act, 42 U.S.C. section 17935( d)(2); however, this prohibition shall not affect payment by Covered Entity to Business Associate for services provided pursuant to the Agreement.

L. De-Identification ofPHI . Unless otherwise agreed to in writing by both parties, Business Associate and its agents shall not have the right to de-identify the PHI. Any such de identification shall be in compliance with 45 C.F.R. sections 164.502(d) and 164.514(a) and (b).

M. Material Contractual Breach. Business Associate understands and agrees that, in accordance with the HITECH Act and the HIPAA Regulations, it will be held to the same standards as Covered Entity to rectify a pattern of activity or practice that constitutes a material Contractual Breach or violation of the HIPAA Regulations. Business Associate further understands and agrees that: (i) it will also be subject to the same penalties as a Covered Entity for any violation of the HIPAA Regulations, and (ii) it will be subject to periodic audits by the Secretary.

VI. INDIVIDUAL CONTROL OVER PHI

A. Individual Access to PHI. Business Associate agrees to make available PHI in a Designated Record Set to an Individual or Individual's designee, as necessary to satisfy Covered Entity's obligations under 45 C.F.R. section 164.524. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.

Covered Entity's obligations under 45 C.F.R. section 164.528. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.

C. Amendment to PHL Business Associate agrees to make any arnendment(s) to PHI in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 C.F.R. section 164.526, or take other measures as necessary to satisfy Covered Entity's obligations under 45 C.F.R. section 164.526. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.

VII. TERMINATION

A. Termination for Cause. A Contractual Breach by Business Associate of any provision of this Exhibit, as determined by Covered Entity in its sole discretion, shall constitute a material Contractual Breach of the Agreement and shall provide grounds for immediate termination of the Agreement, any provision in the Agreement to the contrary notwithstanding. Contracts between Business Associates and subcontractors are subject to the same requirement for Termination for Cause.

B. Termination due to Criminal Proceedings or Statutory Violations. Covered Entity may terminate the Agreement, effective immediately, if (i) Business Associate is named as a defendant in a criminal proceeding for a violation of HIP AA, the HITECH Act, the HIP AA Regulations or other security or privacy laws or (ii) a finding or stipulation that Business Associate has violated any standard or requirement ofHIPAA, the HITECH Act, the HIPAA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which Business Associate has been joined.

C. Return or Destruction ofPHL In the event of termination for any reason, or upon the expiration of the Agreement, Business Associate shall return or, if agreed upon by Covered Entity, destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the PHI. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate.

If Business Associate determines that returning or destroying the PHI is infeasible under this section, Business Associate shall notify Covered Entity of the conditions making return or destruction infeasible. Upon mutual agreement of the parties that return or destruction of PHI is infeasible, Business Associate shall extend the protections ofthis Exhibit to such PHI and limit further uses and Disclosures to those purposes that make the return or destruction of the information infeasible.

VIII. MISCELLANEOUS

A. Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Exhibit, HIPAA, the HIPAA Regulations, or the HITECH Act will be adequate or satisfactory for Business Associate's own purposes or that any information in Business Associate' s possession or control, or transmitted or received by Business Associate is or will be secure from unauthorized use or Disclosure. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of PHI.

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B. Regulatory References. A reference in this Exhibit to a section in HIPAA, the HIPAA Regulations, or the HITECH Act means the section as in effect or as amended, and for which compliance is required.

C. Amendments. The parties agree to take such action as is necessary to amend this Exhibit from time to time as is necessary for Covered Entity to comply with the requirements of HIP AA, the HIP AA Regulations, and the HITECH Act.

D. Survival. The respective rights and obligations of Business Associate with respect to PHI in the event of termination, cancellation or expiration of this Exhibit shall survive said termination, cancellation or expiration, and shall continue to bind Business Associate, its agents, employees, contractors and successors.

E. No Third Party Beneficiaries. Except as expressly provided herein or expressly stated in the HIP AA Regulations, the parties to this Exhibit do not intend to create any rights in any third parties.

F. Governing Law. The provisions of this Exhibit are intended to establish the minimum requirements regarding Business Associate's use and Disclosure of PHI under HIP AA, the HIP AA Regulations and the HITECH Act. The use and Disclosure of individually identified health information is also covered by applicable California law, including but not limited to the Confidentiality of Medical Information Act (California Civil Code section 56 et seq.). To the extent that California law is more stringent with respect to the protection of such information, applicable California law shall govern Business Associate's use and Disclosure of confidential information related to the performance of this Exhibit.

G. Interpretation. Any ambiguity in this Exhibit shall be resolved in favor of a meaning that permits Covered Entity to comply with HIP AA, the HIPAA Regulations, the HITECH Act, and in favor of the protection of PHI.

This EXHIBIT, the HIPAA Business Associate Agreement is hereby executed and agreed to by CONTRACTOR:

Name: A Better Way, Inc. By (Signature): (J:1M~ 5824887 A71 SE49A ... Print Name: David Channer

Title: President/CEO

Page 46 of 46 110-23 Master Contract No. 901951 Procurement Contract No. 21084

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement, dated as of \)~ \5; 2J:5l./), is by and between the County of Alameda, hereinafter referred to as the "County", and Angelyne Arellano, hereinafter referred to as the "Contractor".

WITNESSETH

Whereas, County desires to obtain behavioral health care training services which are more fully described in Exhibit A hereto ("Definition 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 behavioral health care 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:

The term of this Agreement shall be from October 1, 2020 through June 30, 2022.

The compensation payable to Contractor hereunder shall not exceed the pooled amount of Forty-Nine Thousand Five Hundred dollars ($49,500) 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 ANGEL YNE ARELLANO

!A:;;:~~ By: LccSABFA26548460... Signature Signature

Name: \1 \ (\Yxg c. \Jr,J\Q_, Name: Angelyne Arellano (Printed) (Printed)

Title: President of the Board of Supervisors Title: Sole Proprietor

11/2/2020 Date:~~~~~~~~~~~~

Approved as to Form: DONNA R. ZIEGLER, County Counsel

By signing above, signatory warrants

lrDocuSlgned by: and represents that he/she executed this Agreement in his/her authorized By=-----=~=

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GENERAL TERMS AND CONDITIONS

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.

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2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to injury to or destruction of property, including the loss therefrom, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the performance of this agreement (collectively "Liabilities") except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee. The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder. The obligations of this indemnity shall be for the full amount of all damage to County, including defense costs, and shall not be limited by any insurance limits.

In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the Alameda County Employees' Retirement Association (ACERA) or California Public Employees' Retirement System (PERS) to be eligible for enrollment in A CERA and PERS as an employee of County, Contractor shall indemnify, defend, and hold harmless County for the payment of any employee and/or employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of County.

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6. CONFORMITY WITH LAW AND SAFETY:

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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).

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

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

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.

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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 Page 7 of37 110-23 Master Contract No. 901951 Procurement Contract No. 21084

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.

Addresses for purpose of giving notice are as follows:

To County: COUNTY OF ALAMEDA 2000 Embarcadero, Suite 302 Oakland, CA 94606 Attn: Lori DeLay, ACBH Training Officer

To Contractor: ANGEL YNE ARELLANO, LMFT 3225 Lakeshore Ave Oakland, CA 94610

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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 th~ performance of his/her obligations under this Agreement.

d. Contractor shall recruit vigorously and encourage minority - and women owned businesses to bid its subcontracts.

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

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f. The Contractor shall include the provisions set forth in paragraphs A through E (above) in each of its subcontracts.

16. DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply with the County's policy of maintaining a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code§ 812, including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any County facility or work site. If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site, the Contractor within five days thereafter shall notify the head of the County department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach of this Agreement.

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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.

21. SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION:

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

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

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

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 ifthe work is not performed by the listed small and/or emerging local business.

23. CHOICE OF LAW: This Agreement shall be governed by the laws of the State of California.

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24. WAI"YER:. No waiver of a breach, failure of any condition, or any right or remedy contamed m 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.

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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.

b. Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without County's prior written approval.

33. PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software ("Contractor Products") provided to County under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, "Losses") arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County will: (1) notify Contractor promptly of such claim, suit, or assertion; (2) permit Contractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without County's prior written consent, to any Page 14 of37 110-23 Master Contract No. 901951 Procurement Contract No. 21084

settlement, which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products.

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.

EXTENSION: This agreement may be extended for by mutual agreement of the County and the Contractor.

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

[END OF GENERAL TERMS AND CONDITIONS]

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EXHIBIT A

DEFINITION OF SERVICES

1. Contractor shall provide behavioral health training services with the Specific Requirements, Deliverables/Reports, and Description of Services set on this Exhibit A, consisting of the following:

Exhibit A-1 Specific Requirements Exhibit A-2 Deliverables/Reports Exhibit A-3 Description of Services

a. This Exhibit A has been drafted to include the requirements contairied in the Informal Request for Quotation (IRFQ) No. HCSA-0120, including any addenda, specifically including Exhibit A of the IRFQ, the proposal response of Contractor (Response), and additional services that the County obtained through negotiations, if any. In the event of any conflict (direct or indirect) among this Agreement, any of its exhibits, the IRFQ and the Response, the more stringent requirements providing the County with the broader scope of services shall have precedence, such that this Exhibit A including all attachments, the scope of work described in the IRFQ and the scope of work described in Contractor's proposal shall be performed to the greatest extent feasible.

2. Contractor project team will consist of the following Key Personnel and subcontractors, as applicable during the contract term:

Key Personnel Title Angelyne Arellano, LMFT Sole Proprietor Carol Clancy, PsyD Licensed Psychologist and Subcontractor

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3. The approval of County to a requested change shall not release Contractor from its obligations under this Agreement.

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EXHIBIT A-1

SPECIFIC REQUIREMENTS

1. Based on ACBH needs, Contractor may be asked to provide one or more training services in the following areas:

a. Customized design and delivery of behavioral health-focused training that provides staff (both clinical and nonclinical staff) with skills-based and outcomes oriented training.

b. Design of training materials (instructor led and/or online) with licensing rights.

c. Clinical Supervision Skills within a behavioral health setting including training and supervising staff to understand that all clients deserve to be treated with dignity and respect; that their voices should be "privileged" and services should be client directed and always strengths-based; focus on issues relevant to supervising those working with adults, youth & their families; rev~ew any updates to supervisory regulations by the Board of Behavioral Science (BBS) that are relevant to licensed staff and more.

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f. Differential Diagnosis throughout Lifespan including how different diagnosis presents across different age groups; and specifically understand how mood, thought, PTSD, anxiety, etc. may appear dissimilar in a child, adolescent, adult, and older adult. Also include the many culture relevant features of the DSM-5 manual.

g. Preventing and Managing Aggressive Behaviors in Behavioral Health Settings including learning verbal and non-verbal ways to identify, assess and prevent aggressive behavior in behavioral health settings; experience role-playing for various situations involving aggressive behavior and how to best approach these situations in the most effective ways possible; and learn non-aggressive self-defense technique practices. ·

h. Treating Co-Occurring Disorders trainings focused on the principles, processes, and skills necessary to deliver effective treatment to consumers with co-occurring (Mental Health & Substance Use) disorders including but not limited to screening and assessment; differential diagnosis; practical knowledge of common substances and how they affect mental illnesses; the ability to assess a consumers' stage of change; techniques of motivational interviewing; addressing cognitive and functional impairments; justice involvement; employing a recovery perspective; consumer engagement and empowerment; engaging support systems; cultural humility and responsiveness; the practices and principles of trauma informed care; and enhancing wellness, recovery, and resilience.

2. The Contractor shall be able to work with the ACBH Training Unit (TU) to provide and deliver customized training as needed by ACBH units and outside community-based organizations.

3. The Contractor shall provide and assign high quality consultants or instructors on a consistent basis to deliver consulting or customized training as needed by the TU. The training shall be based on TU priorities and needs. One or more instructors may be required. The TU reserves the right to cancel the training class with fourteen ( 14) calendar days' notice, and not be charged for the class or training manuals or other materials by the vendor.

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5. Instructors shall teach primarily at sites designated by the TU. Some classes may be assigned to an outside site where they shall set up and use the outside meeting and training rooms. The same accountability is expected regarding performance, behavior, use of equipment, delivery, and protocols, etc. at an outside site as at ACBH operated sites.

7. The Contractor shall provide ACBH with rights to reproduce materials for class participants at no additional cost to ACBH.

8. If the vendor supplies additional handouts or printed material, ACBH prefers they are printed double-sided and on minimum 30% post-consumer recycled content paper whenever possible (100% recycled paper is preferable). Vendors are encouraged to make materials available to students electronically as well.

9. Full day classes are usually held from 9:00 a.m. to 4:30 p.m. with one hour for lunch and two fifteen ( 15) minute breaks, for a total of 6 hours minimum/day of instruction time. Half-day classes are generally held for 4 hours, from 9:00 a.m. to 1 :00 p.m. or 1 :00 p.m. to 5:00 p.m., or a minimum of 3 hours of instruction time.

10. Classes will be provided up to an ~stimated one hundred twenty (120) hours per fiscal year, to be shared among a pool of trainers per their expertise, cost and availability (to be scheduled at the discretion of TU).

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EXHIBIT A-2

DELIVERABLES/REPORTS

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EXHIBIT A-3

DESCRIPTION OF SERVICES

1. Description of Service Coordination

1. The identification of training priorities that increase performance capabilities to meet client, family, departmental, organizational, and system needs; and

11. Improving the alignment of system-wide training activities to maximize individual and team learning, resources, and desired outcomes; and

111. Creating and utilizing a training evaluation methodology that measures individual, team/program, and organizational outcomes.

b. The training leadership and administration will ensure full adoption of County training protocols including:

1. The timely submission of updated supporting documentation; and

11. Using the specified training format; and

m. Collecting on-going feedback from participants regarding current and future training needs.

2. Contractor will provide County staff (both clinical and non-clinical staff) with skills based and outcomes oriented training.

3. Contractor will provide instructors to deliver one or more of the following trainings: • Clinical Supervision Skills • Cognitive Behavioral Therapy (CBT) • Collaboration and Teamwork • Differential Diagnosis throughout the Lifespan • Managing Aggressive Behaviors in Behavioral Health Settings • Treating Co-Occurring Disorders

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4. In collaboration with County, Contractor will:

a. Assess, identify, and prioritize training needs/schedule; and

b. Analyze and summarize training evaluations for each training/trainer.

5. Contractor will be responsible for coordinating all aspects stated above including:

a. Scheduling and coordinating fiscal paperwork with trainers;

b. Developing and distributing training announcements;

c. Copying and distributing handouts;

d. Making training packets;

e. Training registration;

f. Trainer audio visual needs on site for in person trainings; and

g. Technical needs for online trainings.

Page 24of37 110-23 Master Contract No. 901951 Procurement Contract No. 21084

EXHIBITB

PAYMENT TERMS

Description Estimated Year 1 Cost Year 2 Cost Annual Hours Training Service Staff 120 Hourly Rate Cost Year 1 Hourly Rate Cost Year 2 Year 1 Year2 1. Angelyne Arellano, 60 $200 $12,000 $200 $12,000 LMFT

2. Dr. Carol Clancy 60 $200 $12,000 $200 $12,000

Above rates include all other costs and taxes, including direct and indirect costs, such as but not limited to, administrative support, travel, printing, online services, and materials.

COUNTY OF ALAMEDA Behavioral Health Department 2000 Embarcadero, Suite 302 Oakland, CA 94606 Attn: Lori DeLay, Training Officer Email: [email protected]

4. Total payment under the terms of this Agreement will not exceed the pooled amount of Forty-Nine Thousand Five Hundred Dollars ($49,500). This cost includes all taxes and all other charges. Contractor understands and acknowledges that this contract is one of a pool of contracts with a not-to-exceed total amount of $49,500. Contractor understands and acknowledges that it is one of a number of contractors receiving payment from the not-to-exceed amount for the same or similar services. The parties agree that the total Page 25 of37 110-23 Master Contract No. 901951 Procurement Contract No. 21084

compensation payable to the pool of Contractors under the pool of contracts designated by County shall not exceed $49,500.

6. Final invoices must be submitted for payment within 90 days after the end of the term of this Agreement. Invoices submitted later than 90 days will not be paid.

Page 26 of37 Master Contract No. 901951 Procurement Contract No. 21084

EXHIBffC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS W~ liniting any olher obligation or liability under tiis Agreement, 1he Con1rador, at its sole cost and expense, mall sect1e and keep in f(ll'ce · .1he entire term of 1he . be · below !he fol • · miniml.m irmrance , limds and endorsemerts:

A $1 ,000,000 per occurrence (CSL) Bodily Injury and Property Damage

B Commercial or Busines.s Automobile Liability $1 ,000,000 per occurrence (CSL) All owned vehides, hire

1. AUOITJONAL INSURED: All insurance required above with 1he exception of Professional Liability, Commercial m Bumess Au!omobile Liability, Workers' Compensation and Employers Liabffity, shall be endorsed to name as add"dional insured: County of Alameda, its Board of Supervisors., the individual members thereof, and all Col.Wlty officers, agen s, employees, vol1.Wtleers, and representatives. The AdO:rti:onal lllsured endorsement shall be at feast as b.road as ISO Form Number CG 20 36 04 11 2. DURATION Of COVERAGE: Afl required insurance shall be maintained dumg lhe entire term of 1he Agreement In addition, lnit The additional fnsu.red endorsement shaBbe at !east as broad as tSO Fonn Number CG 20 360413. 6. JOINT VENlURES: If Contractor is an association, partnership or oCher join business venture, required insurance shall be provided by one of the following methods: - 8eparate insurance policies issued for each indMdu

Page 27of37 Master Contract No. 901951 Procurement Contract No. 21084

~An (lil.llDDJ\'\'YY) CERTIFICATE OF LIABILITY INSURANCE 1°9''2912020 lnllS CERnJlCAn IS ISSUED AS A MA TIER or ll'.TORMAllON ONLY A.'<1> CONFERS NO RIGIITS UPON THE CER.TIFIC.~l'E BOLDEJt nns CERTIFICATE DOES SOT .UTIIWAID'ELY OR l'l'EG.U!VELY .U!E.~. EXTEND OR ALTER THE C-OYillAGILUTOR.DED BY THE POUCIES BELOW. nns CER.TIFICA TE or INSUR..~"ICE DOES xor cossnrun: A CONllt.AC! BETWEE."1 THE ISSUING INSUR.ER(S), !UTHORIZED 11.El'RESDftA ID'E OR l'RODUCER, A... 1> THE CEll.TIFJCAT!'. HOLDER. ll!l'ORTAN!: If i.t ctrtifijKI to tho ltrml ud c•aditiou ol !kt poicy, urt:ria policies may rtquin aa udorwa.... t A rul>mnt .. tllis ctrlifiul> doos Ht , ..,., riclrts to ... cartifiult ulcltr. liM of"'" &dorwatllt(s).lf tllis ctrlifiult is "°" proparnl for I party "'° k.. u i9>wrablt illttrtst ia ... proptrly, do aot ... ~ .. fora. Ui. ACORD 11 or ACORD 25. "RODUCER b>H & AiiOCialt:i hl! S o.. ro.m St Sui11 205 !PHOSE (AiC, No, ht): m 917 9!l3 h.ica• o. IL 40603 1------'IN"-''Ull>"-"'=ni="''-"·UT=O"RD=IN,,,,'"' G'-'C"O'-'\'°'E°"IL"'!°"G°"E·---·------___ .~~s__w __ ~VR. A : P!tibdelphia lnd•lllllity lnrumKI C,ompmy uos_s ____ INSURED INSUR.ERB: ~r•lyue Artlb.no l~l2-5 L.absbott A\•t_ FllNStJltEc..:::::.:::=R~C~:'------+-----~ look1uui CA 94610 itNSUR.ER D : FIN- :s"'UR.E'-=-'-R"'E.... :------·-·-----J--·---- ·---- INSTJltER r :

CO\'ERAGES CERTIFICATE 1''UllBill· REYISIOS NUYllI:ll: THIS IS TO CE!tT!FYTiiAT THE POLICIES OF IITTUP..ANCEUSTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD INDICATED. NOTU'ln!S!ANDING ANY REQUIREMENT. 'IT!t.14 OR COND!T!ON O.F ANY CONTRACTOR OTHERDOCUME.."'"Tll.'ITl!RESPECT TO 111H!CH THIS CERTIFICATEJIUYBE ISStJED OR.JIUYPER.TAIN. THEINSlJR.WCE AFFORDED BYTl!E .POUCJES DESCFlBED HERIIN IS SUBJECT TO AU. TI!E TERMS. EXCLllSIONS AND CID<"DmONS OF SUCH POUCIES. LIMITS SHOWN JIUY HAVE BEEN REDUCED BY PAID CLAIMS. ~'Si .IDDL SUBR POUCYl'JT POL!CYD:I' n'PE or INSUllANCE POLICY !il'Ul!BER LWITS L!R ISSR ~1) "''"/DD - DDi\'VY\~ G...wU.hi.Jin• EACH OCctillEICE Sl.000.000 ~ =o.ainu G!Nn.U ll.<\B:LllY CL'JMS-l.!Al>:E W OcctlJ. DAMAGE TO RDITID Pl.CPnn· $250.000 PF.E.'1J'SES (Ea ocGncm:? L.t\IIT APPU!S P!L MED O.'l' (Aay oot pmon) ti:POUCY Pl.O~CTLOC A x Alt-14636 12;'04ll019 12'1)412020 PERSONAL d: ADV INJURY Sl.000.000

GD.'ER.AL AGGREGATE Sl.000.llOO

PRODUCTS - C-Ol>!PiOP AGG

PR.O.PERTY $15,000

~~UU!Lm" COMBn.'ED SINGLE LIMIT (E• mid'"l) .~JIYAUlO ·,__- ALL 001'ID AUlOS ~ SC!!!OOUD BODILY INJURY (Pupman) AUTOS AtrroS NON- OU'NED BODILY INJURY (Por accidtct) ,__ PROPE!t!Y DA.'l!AGE (Por lCcimt)

~ l!MBRELLA l!AB ROCCl.11. EACH OCCURRENCE ,__ EXCESS LLU! CLA!MS-MADE AGGREGATE DED F..ETENT!ON S

IV, 'CSf.ATUTOll"Y WOll'.DlS COMHNS.~TIO!< .-\.\'D ,.o?I' I loTHER ~>.!PLO\'US' LL'11ILflY '""" U.T Pl.OPl.l!TOM'.UIN?JJD:ZCVII\'l! E.L. EACH ACCIDENT =~~D:CLUDID1 E.L DISEASE·· EA EMPLOYEE iy», da.mb<...W I>UCJJPI'ION 01 OPUATIONS t-.loa· E.L. DISEASE - ?OUCY LIMIT

Each Oc·curn11c.1 $1 .000.000 A rr.r.m.u1 Liability ~OCCUR x AR-14636 U.'04/l-019 llf04il020 CLAIMS-M.WE A:p:e;ue $5.000,000

DESCIUl'TION or OPEltATIOSS rLO CATIONS r\'EHICLES (Attack ACORD IOI, Addiiioul R.tmvks S

0 1918-2010 ACORD CORPORATION. All n:llh ""'1Tttl. ACORD 25 (20Jlli05) Tl>t ACORD"""" ud logo art ngistond iurb of ACORD

Page 28 of37 Master Contract No. 901951 Procurement Contract No. 21084

County of Alameda Workers' Compensation Written Declaration of Compliance (To be completed by the Contractor}

AmountofCootrac!'.--''1---'---,,..-.._.:_----TermofContract to}P1 ,/wa - t!l,poj"Vt>Z.'2- Narneof Contractor: ----1-'-"--..... M ""'"""~=+.u..:..-=...... ______

For Worbrs' Compensation1 please have Contractor slgn thrs decfaration if applicable:

DecJaration: With re pect to the abo e-mentioned business, Thereb warrant that the business has n employees other than the owners, officers, directors, partners or other principals who have elected to be exempt from Workers' Compensation coverage in accordance with California law. l further warrant that Tunderstand the requirements of the California Labor Code, including without limitation tho e stated in Labor Code Section 3700, ct seq., with respect to pro iding Workers' Compensation coverage for an emplo ces f the abo em ntioned bu ine s. I agree to comply with the Labor ode requirements and all other applicable laws and regulations regarding w rkers' compensation. payrolJ ta, es FICA, tax withholding and similar employment-related requirement . J further agree to defend, indemnify and hold the County of Alameda hannle s from any and all loss or liability which may arise from the failure of the above·mentioned busine s to comply with all such laws or regulations.

Printrfype Name Title

111e uhor<' person ha.· mhority to sign on b halfof thi! crmtracring business. Tlrl.Y sign d declaration is pan (.I the comrat:wr \· proofof insu rtJn e.

Page 29 of37 Master Contract No. 901951 Procurement Contract No. 21084

County°' Alemeda RequeM for Insurance Wldvtt or Changt (T0 be Cotnp/fltfld by a,. Confndtllg OepMfmlllfl FIDi: or QIC lo: Risk Management Unit F«ie 2n-6815 or2-6815 I Q!C 28505

(Sr Risk & Insur.a AnatfslJ

Nane; UllhlS...... OEpL: ,t,Caof • ANra Pl'IOlle: s1 ~ 1305 QIC: m02 Fax: ___ _

OaleofReque$t l[)11120:IO hnountofCalnct __... _.... TermaConnct 1w1r.1021> - MC'2022 NamedContracinr -~~'O"ll'"-'-,...-~_m.n_~______~------~ 1. Whit do you wn 10 w.m or c:h1n99 (W-wal"9 Ind c-chlh(le}? a) ~9t (l} Gener

b) Cliange In Ltnitl: Geltenil Ullbilit,.: From $1,000,000 to$, _____ per OCOJ~ Aut> lillbitr. Fttm $1 ,000,000 b $ 300.aoo per occurrence Pro6mionellilblty: Fttm$1 ,000,000 t:iS per claim OlherCawentgt l imils: _ ___~- ---- c) Ae9Cllr~.. p::11cy ..,,. a1S300 .0001te1~f1ao.1l(X)porpo_,!O!Ailtl>lliblHJtndcontta:llethH""~ ..

2. Roques! fQr Time W!Mr. Caverage(s), ______lllf tof dsys 18<11*ted ____

3. F« Wotbtt' Compenaation Wt!Mc, pl ... lllff Conlractor aign the llplr'lte Wortn' Compenll!lloon 'MiUen O.C.ation ol CompilllCt.

... PleeM lttldl a CORV ot the Seopt of s.vtc...... w ......

Page 30of37 Master Contract No. 901951 Procurement Contract No. 21084

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

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

If there are any exceptions to this certification, insert the exceptions in the following space.

CONTRACTOR: Angelyne Arellano

PRINCIPAL: Angelyne Arellano TITLE: Sole Proprietor

SIGNATURE: ~=;~ 11/2/2020 CCSABFA26548460 ... Page 31 of37 Master Contract No. 901951 Procurement Contract No. 21084 EXHIBITE

HIPAA BUSINESS ASSOCIATE AGREEMENT

This Exhibit, the HIPAA Business Associate Agreement ("Exhibit") supplements and is made a part of the underlying agreement ("Agreement") by and between the County of Alameda, ("County" or "Covered Entity") and Angelyne Arellano, ("Contractor" or "Business Associate") to which this Exhibit is attached. This Exhibit is effective as of the effective date of the Agreement.

I. RECITALS Covered Entity wishes to disclose certain information to Business Associate pursuant to the terms of the Agreement, some of which may constitute Protected Health Information ("PHI");

Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed to Business Associate pursuant to the Agreement in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law I 04-191 ("HIP AA"), the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (the "HITECH Act"), the regulations promulgated thereunder by the U.S. Department of Health and Human Services (the "HIPAA Regulations"), and other applicable laws; and

The Privacy Rule and the Security Rule in the HIP AA Regulations require Covered Entity to enter into a contract, containing specific requirements, with Business Associate prior to the disclosure of PHI, as set forth in, but not limited to, Title 45, sections 164.314(a), 164.502(e), and l 64.504(e) of the Code of Federal Regulations ("C.F.R.") and as contained in this Agreement.

II. STAND ARD DEFINITIONS

Capitalized terms used, but not otherwise defined, in this Exhibit shall have the same meaning as those terms are defined in the HIPAA Regulations. In the event of an inconsistency between the provisions of this Exhibit and the mandatory provisions of the HIPAA Regulations, as amended, the HIPAA Regulations shall control. Where provisions of this Exhibit are different than those mandated in the HIPAA Regulations, but are nonetheless permitted by the HIPAA Regulations, the provisions of this Exhibit shall control. All regulatory references in this Exhibit are to HIPAA Regulations unless otherwise specified.

The following term used in this Exhibit shall have the same meaning as that term in the HITECH Act: Unsecured PHI.

III. SPECIFIC DEFINITIONS

Agreement. "Agreement" shall mean the underlying agreement between County and Contractor, to which this Exhibit, the HIPAA Business Associate Agreement, is attached.

Business Associate. "Business Associate" shall generally have the same meaning as the term "business associate" at 45 C.F .R. section 160.103, the HIP AA Regulations, and the HITECH Act, and in reference to a party to this Exhibit shall mean the Contractor identified above. "Business Associate" shall also

Page 32 of37 Master Contract No. 901951 Procurement Contract No. 21084

mean any subcontractor that creates, receives, maintains, or transmits PHI in performing a function activity, or service delegated by Contractor. . '

Contractual Breach. "Contractual Breach" shall mean a violation of the contractual obligations set forth in this Exhibit.

Electronic Protected Health Information. "Electronic Protected Health Information" or "Electronic PHI" means Protected Health Information that is maintained in or transmitted by electronic media.

Exhibit. "Exhibit" shall mean this HIPAA Business Associate Agreement.

HIPAA. "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191.

HIPAA Breach. "HIPAA Breach" shall mean a breach of Protected Health Information as defined in 45 C.F.R. 164.402, and includes the unauthorized acquisition, access, use, or Disclosure of Protected Health Information which compromises the security or privacy of such information.

HIPAA Regulations. "HIP AA Regulations" shall mean the regulations promulgated under HIP AA by the U.S . Department of Health and Human Services, including those set forth at 45 C.F.R. Parts 160 and 164, Subparts A, C, and E.

HITECH Act. "HITECH Act" shall mean the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (the "HITECH Act").

Secretary. "Secretary" shall mean the Secretary of the United States Department of Health and Human Services ("DHHS") or his or her designee.

Security Rule and Security Regulations. "Security Rule" and "Security Regulations" shall mean the standards for security of Electronic PHI set forth in the HIP AA Regulations at 45 C.F .R. Parts 160 and 164, Subparts A and C.

IV. PERMITTED USES AND DISCLOSURES OF PHI BY BUSINESS ASSOCIATE

Business Associate may only use or disclose PHI:

B. As required by law; and

Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

V. PROTECTION OF PHI BY BUSINESS ASSOCIATE

C. Minimum Necessary Rule. When the HIPAA Privacy Rule requires application of the Minimum Necessary Rule, Business Associate agrees to use, disclose, or request only the Limited Data Set, or ifthat is inadequate, the minimum PHI necessary to accomplish the intended purpose of that use, Disclosure, or request. Business Associate agrees to make uses, Disclosures, and requests for PHI consistent with any of Covered Entity's existing Minimum Necessary policies and procedures.

D. HIPAA Security Rule. Business Associate agrees to use appropriate administrative, physical and technical safeguards, and comply with the Security Rule and HIP AA Security Regulations with respect to Electronic PHI, to prevent the use or Disclosure of the PHI other than as provided for by this Exhibit.

F. Notification of Breach. During the term of the Agreement, Business Associate shall notify Covered Entity in writing within twenty-four (24) hours of any suspected or actual breach of security, intrusion, HIP AA Breach, and/or any actual or suspected use or Disclosure of data in violation of any applicable federal or state laws or regulations. This duty includes the reporting of any Security Incident, of which it becomes aware, affecting the Electronic PHI. Business Associate shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized use or Disclosure required by applicable federal and/or state laws and regulations. Business Associate shall investigate such breach of security, intrusion, and/or HIPAA Breach, and provide a written report of the investigation to Covered Entity's HIPAA Privacy Officer or other designee that is in compliance with 45 C.F.R. section 164.410 and that includes the identification of each individual whose PHI has been breached. The report shall be delivered within fifteen (15) working days of the discovery of the breach or unauthorized use or Disclosure. Business Associate shall be responsible for any obligations under the HIPAA Regulations to notify individuals of such breach, unless Covered Entity agrees otherwise.

G. Agents and Subcontractors. Business Associate agrees to ensure that any agent, including a

Page 34of37 Master Contract No. 901951 Procurement Contract No. 21084

subcontractor, to whom it provides PHI received from, or created or received by Business Associate on behalf of Covered Entity, agrees to the same restrictions, conditions, and requirements that apply through this Exhibit to Business Associate with respect to such information. Business Associate shall obtain written contracts agreeing to such terms from all agents and subcontractors. Any subcontractor who contracts for another company's services with regards to the PHI shall likewise obtain written contracts agreeing to such terms. Neither Business Associate nor any of its subcontractors may subcontract with respect to this Exhibit without the advanced written consent of Covered Entity.

H. Review ofRecords. Business Associate agrees to make internal practices, books, and records relating to the use and Disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity available to Covered Entity, or at the request of Covered Entity to the Secretary, in a time and manner designated by Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the HIPAA Regulations. Business Associate agrees to make copies of its HIPAA training records and HIPAA business associate agreements with agents and subcontractors available to Covered Entity at the request of Covered Entity.

I. Performing Covered Entity's HIPAA Obligations. To the extent Business Associate is required to carry out one or more of Covered Entity's obligations under the HIPAA Regulations, Business Associate must comply with the requirements of the HIPAA Regulations that apply to Covered Entity in the performance of such obligations.

L. De-Identification ofPHI. Unless otherwise agreed to in writing by both parties, Business Associate and its agents shall not have the right to de-identify the PHI. Any such de identification shall be in compliance with 45 C.F .R. sections 164.502( d) and 164.514(a) and (b ).

VI. INDIVIDUAL CONTROL OVER PHI

B. Accounting ofDisclosures. Business Associate agrees to maintain and make available the information required to provide an accounting of Disclosures to an Individual as necessary to satisfy Covered Entity's obligations under 45 C.F.R. section 164.528. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.

C. Amendment to PHI Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 C.F .R. section 164.526, or take other measures as necessary to satisfy Covered Entity's obligations under 45 C.F.R. section 164.526. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.

VII. TERMINATION

B. Termination due to Criminal Proceedings or Statutory Violations. Covered Entity may terminate the Agreement, effective immediately, if (i) Business Associate is named as a defendant in a criminal proceeding for a violation of HIPAA, the HITECH Act, the HIP AA Regulations or other security or privacy laws or (ii) a finding or stipulation that Business Associate has violated any standard or requirement ofHIPAA, the HITECH Act, the HIPAA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which Business Associate has been joined.

C. Return or Destruction ofPHI In the event of termination for any reason, or upon the expiration of the Agreement, Business Associate shall return or, if agreed upon by Covered Entity, destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the PHI. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate.

If Business Associate determines that returning or destroying the PHI is infeasible under this section, Business Associate shall notify Covered Entity of the conditions making return or destruction infeasible. Upon mutual agreement of the parties that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Exhibit to such PHI and limit further uses and Disclosures to those purposes that make the return or destruction of the information infeasible.

VIII. MISCELLANEOUS

A. Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Exhibit, HIP AA, the HIP AA Regulations, or the HITECH Act will be adequate or satisfactory for Business Associate's own purposes or that any information in Business Associate's possession or control, or transmitted or received by Business Associate is or will be secure from unauthorized use or Disclosure. Business Associate is solely responsible for

Page 36 of37 Master Contract No. 901951 Procurement Contract No. 21084

all decisions made by Business Associate regarding the safeguarding of PHI.

G. Interpretation. Any ambiguity in this Exhibit shall be resolved in favor of a meaning that permits Covered Entity to comply with HIP AA, the HIP AA Regulations, the HITECH Act, and in favor of the protection of PHI.

This EXHIBIT, the HIPAA Business Associate Agreement is hereby executed and agreed to by CONTRACTOR:

Name: Angelyne Arellano

Print Name: Angelyne Arellano

Title: Sole Proprietor

Page 37 of37 110-23 Master Contract No. 901951 Procurement Contract No. 21085

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement, dated as of \)e.<'P,m'oe.r \5, 2DZD, is by and between the County of Alameda, hereinafter referred to as the "County", and Ellen Muir, hereinafter referred to as the "Contractor".

WITNESS ETH

Whereas, County desires to obtain behavioral health care training services which are more fully described in Exhibit A hereto ("Definition 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 ~ behavioral health care services, and Contractor accepts such engagement, on the General O Terms and Conditions hereinafter specified in this Agreement, the Additional Provisions oS attached hereto, and the following described exhibits, all of which are incorporated into

The term of this Agreement shall be from October 1, 2020 through June 30, 2022.

The compensation payable to Contractor hereunder shall not exceed the pooled amount of Forty-Nine Thousand Five Hundred dollars ($49,500) for the term of this Agreement.

Page 1of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

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

COUNTY OF ALAMEDA ELLEN MUIR

By:_.;...__G];Ll___,._JQ_ By: _ __,,,Q=m=:.,..,:=-~"""ne""':!..,..:ru.,.,..,__u_1 ~----- Signature Signature

Name: \?i \0XV:Aid \JcJ\e, Name: Ellen Muir (Printed) (Printed)

Title: President of the Board of Supervisors Title: Sole Owner

11/5/2020 Date:------

Approved as to Form: DONNA R. ZIEGLER, County Counsel

By signing above, signatory warrants and represents that he/she executed this rs:;I~~: Agreement in his/her authorized By: ______,L:-., • .,..15 ,.,.s1-•eDi.u?7,....c.,...~'-"'c----- capacity and that by his/her signature K. Scott Dickey, on this Agreement, he/she or the entity Assistant County Counsel upon behalf of which he/she acted, executed this Agreement

Page 2 of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

GENERAL TERMS AND CONDITIONS

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.

Page 3of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to injury to or destruction of property, including the loss therefrom, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the performance of this agreement (collectively "Liabilities") except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee. The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder. The obligations of this indemnity shall be for the full amount of all damage to County, including defense costs, and shall not be limited by any insurance limits.

In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the Alameda County Employees' Retirement Association (ACERA) or California Public Employees' Retirement System (PERS) to be eligible for enrollment in A CERA and PERS as an employee of County, Contractor shall indemnify, defend, and hold harmless County for the payment of any employee and/or employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of County.

Page 4of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

6. CONFORMITY WITH LAW AND SAFETY:

b. Accidents: If a death, serious personal injury, or substantial property damage occurs in connection with Contractor's performance of this Agreement, Contractor shall immediately notify the Alameda County Risk Manager's Office by telephone. Contractor shall promptly submit to County a written report, in such form as may be required by County of all accidents which occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of Contractor's sub-Contractor, if any; (3) name and address of Contractor's liability insurance carrier; and (4) a detailed description of the accident and whether any of County's equipment, tools, material, or staff were involved.

Page 5 of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

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).

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

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

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.

Page 6 of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

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.

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 Page 7of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

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.

Addresses for purpose of giving notice are as follows:

To County: COUNTY OF ALAMEDA 2000 Embarcadero, Suite 302 Oakland, CA 94606 Attn: Lori DeLay, ACBH Training Officer

To Contractor: ELLEN MUIR, PRINCIPAL 129 Euclid A venue Oakland, CA 94610

Page 8of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

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: Contri:lctor shall not use County property (including equipment, instruments and supplies) or personnel for any purpose other than in the performance of his/her obligations under this Agreement.

15. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractor assures that he/she/it will comply with Title VII of the Civil Rights Act of 1964 and that no person shall, on the grounds ofrace, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement.

d. Contractor shall recruit vigorously and encourage minority - and women owned businesses to bid its subcontracts.

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

Page 9of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

f. The Contractor shall include the provisions set forth in paragraphs A through E (above) in each of its subcontracts.

16. DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply with the County's policy of maintaining a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code§ 812, including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any County facility or work site. If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site, the Contractor within five days thereafter shall notify the head of the County department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach of this Agreement.

18. DOCUMENTS AND MATERIALS: Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement, Page 10 of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

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.

21. SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION:

Contractor has been certified by the County as a small or emerging local busilless. 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. If during the term of this contract, Contractor's certification status changes, Contractor shall notify the County within three business days.

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 owned or operated in any way by Prime), nor do any employees of either entity work for the other.

Page 11 of 38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

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.

23. CHOICE OF LAW: This Agreement shall be governed by the laws of the State of California.

24. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right or remedy shall be deemed a Page 12 of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

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.

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 deficienc~es in Contractor's performance. Contractor shall provide such written assurances and written plan within ten ( 10) calendar days of its receipt of County's request and shall thereafter diligently commence and fully perform such written plan. Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement.

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

Page 13 of 38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

b. Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without County's prior written approval.

31. SURVIV AL: 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 oflnterest (Paragraph 12), shall survive termination or expiration.

33. PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software ("Contractor Products") provided to County under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, "Losses") arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County will: (1) notify Contractor promptly of such claim, suit, or assertion; (2) permit Contractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without County' s prior written consent, to any settlement, which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products.

Page 14of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

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.

EXTENSION: This agreement may be extended for by mutual agreement of the County and the Contractor.

[END OF GENERAL TERMS AND CONDITIONS]

Page 15 of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

EXHIBIT A

DEFINITION OF SERVICES l. Contractor shall provide behavioral health training services with the Specific Requirements, Deliverables/Reports, and Description of Services set on this Exhibit A, consisting of the following:

Exhibit A-1 Specific Requirements Exhibit A-2 Deliverables/Reports Exhibit A-3 Description of Services

2. Contractor project team will consist of the following Key Personnel and subcontractors, as applicable during the contract term:

Key Personnel Title Ellen Muir, LCSW Principal Owner Betsy Baum Block, MPP CPCC ACC Contract staff

Page 16 of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

3. The approval of County to a requested change shall not release Contractor from its obligations under this Agreement.

Page 17 of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

EXHIBIT A-1

SPECIFIC REQUIREMENTS

1. Based on ACBH needs, Contractor may be asked to provide one or more training services in the following areas:

a. Customized design and delivery of behavioral health-focused training that provides staff (both clinical and nonclinical staff) with skills-based and outcomes oriented training.

b. Design of training materials (instructor led and/or online) with licensing rights.

c. Potential training topics may include but are not limited to: • Team Building • Inter-professional Alignment • Client and Consumer Advocacy • Leadership· Development • HR Consultancy • Knowledge Transfer Skill and Succession Planning • Workforce Development and Retention • Family and Consumer Voice in Health Care • Cross-system project collaboration • Collaborative Problem Solving • Developing partnership opportunities • Retreat/Workgroup Facilitation • Organizational Development • Navigating System Transitions • Creative conflict tools • Coaching for fit and fitness • Navigating "the New Normal" Pandemic and Race Relations • Elevating Marginalized Voices in the System • Care Coordination in Large Systems

2. The Contractor shall be able to work with the ACBH Training Unit (TU) to provide and deliver customized training as needed by ACBH units and outside community-based organizations.

Page 18of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

required. The TU reserves the right to cancel the training class with fourteen ( 14) calendar days' notice, and not be charged for the class or training manuals or other materials by the vendor.

7. The Contractor shall provide ACBH with rights to reproduce materials for class participants at no additional cost to ACBH.

8. If the vendor supplies additional handouts or printed material, ACBH prefers they are printed double-sided and on minimum 30% post-consumer recycled content paper whenever possible (100% recycled paper is preferable). Vendors are encouraged to make materials available to students electronically as well.

9. Full day classes are usually held from 9:00 a.m. to 4:30 p.m. with one hour for lunch and two fifteen (15) minute breaks, for a total of 6 hours minimum/day of instruction time. Half-day classes are generally held for 4 hours, from 9:00 a.m. to 1:00 p.m. or 1 :00 p.m. to 5 :00 p.m., or a minimum of 3 hours of instruction time.

10. Classes will be provided up to an estimated one hundred twenty (120) hours per fiscal year, to be shared among a pool of trainers per their expertise, cost and availability (to be scheduled at the discretion of TU).

Page 19 of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

14. Payment of Penalties: Any penalties charged to Contractor may be deducted by ACBH from any pending invoice. If the amount owed to ACBH is less than the amount of any pending invoice(s), Contractor shall pay the sum due to ACBH within 15 days of receiving a request for full payment of the penalty.

Page 20 of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

EXHIBIT A-2

DELIVERABLES/REPORTS

Page 21 of38 110-23 Master Contract No. 901951 Procurement Contrac( No. 21085

EXHIBIT A-3

DESCRIPTION OF SERVICES

1. Description of Service Coordination

1. The identification of training priorities that increase performance capabilities to meet client, family, departmental, organizational, and system needs; and

11. Improving the alignment of system-wide training activities to maximize individual and team learning, resources, and desired outcomes; and

111. Creating and utilizing a training evaluation methodology that measures individual, team/program, and organizational outcomes.

b. The training leadership and administration will ensure full adoption of County training protocols including:

i. The timely submission of updated supporting documentation; and

11. Using the specified training format; and

111. Collecting on-going feedback from participants regarding current and future training needs.

2. Contractor will provide County staff (both clinical and non-clinical staff) with skills based and outcomes oriented training.

3. Contractor will provide instructors to deliver one or more of the following trainings: • Team Building • Inter-professional Alignment • Client and Consumer Advocacy • Leadership· Development • HR Consultancy • Knowledge Transfer Skill and Succession Planning • Workforce Development and Retention Page 22 of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

• Family and Consumer Voice in Health Care • Cross-system project collaboration • Collaborative Problem Solving • Developing partnership opportunities • Retreat/Workgroup Facilitation • Organizational Development • Navigating System Transitions • Creative conflict tools • Coaching for fit and fitness • Navigating "the New Normal" Pandemic and Race Relations • Elevating Marginalized Voices in the System • Care Coordination in Large Systems

4. In collaboration with County, Contractor will:

a. Assess, identify, and prioritize training needs/schedule; and

b. Analyze and summarize training evaluations for each training/trainer.

5. Contractor will be responsible for coordinating all aspects stated above including:

a. Scheduling and coordinating fiscal paperwork with trainers;

b. Developing and distributing training announcements;

c. Tracking and providing Continuing Education credits, when possible;

d. Copying and distributing handouts;

e. Making training packets;

f. Training registration;

g. Trainer audio visual needs on site for in person trainings; and

h. Technical needs for online trainings.

Page 23of38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

EXHIBITB

PAYMENT TERMS

Description Estimated Vear 1 Cost Vear 2 Cost Annual Hours Training Service Staff 120 Hourly Rate Cost Year 1 Hourly Rate Cost Year 2 Year 1 Year2 1. Lead Trainer- Ellen 70 $225 $15,750 $225 $15,750 Muir

2. Contract Trainer- so $200 $10,000 $200 $10,000 Betsy Baum Block

Above rates include all other costs and taxes, including direct and indirect costs, such as but not limited to, administrative support, travel, printing, online services, and materials.

COUNTY OF ALAMEDA Behavioral Health Department 2000 Embarcadero, Suite 302 Oakland, CA 94606 Attn: Lori DeLay, Training Officer Email: [email protected]

Page 24 of 38 110-23 Master Contract No. 901951 Procurement Contract No. 21085

6. Final invoices must be submitted for payment within 90 days after the end of the term of this Agreement. Invoices submitted later than 90 days will not be paid.

Page 25of38 Master Contract No. 901951 Procurement Contract No. 21085

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

A Commercial General Liability $1 ,000,000 per occurrence (CSL) Premises Liability; Products and Completed Operations; Contractual Bodily Injury and Property Damage Liabili ; Personal In· and Adveriisin Liabili B Commercial or Business Automobile Liability $1,000,000 per occurrence (CSL) All owned vehicles, hi.red or leased vehicles, non-owned, borrowed and Any Auto permis.sive uses. Personal Automobile Liability is acceptable for Bodily Injury and Property Damage individual contractors with no trans ortation or hauli related activities c Workers' Compensation (WC) and Employers Liability (EL) WC: Statutory Limits Re uired for all contractors with em lo ees EL: $1 ,000,000 r accident for bodil in·u or disease D Professional LiabHity/Errors & Omis.sions $1,000,000 per occurrence Includes endorsements of contractual liability and defense and $2,000,000 project aggregate indemnification of the Coun E Endorsements and Conditions:

1. ADDITIONAL INSURED: All insurance required above with the exception of Professional Uabitity, Commercial or Business Automobile Liability, Workers' Compensation and Employers Liability, shan be endorsed to name as additional insured: County of Alameda , its Board of Supervisors, the individual members thereof, and all County officers, agents, employees, volunteers, and representatives. The Additional Insured endorsement shall be at least as broad as ISO Form Number CG 20 38 04 13. 2. DURATION OF COVERAGE: AU required inswance shall be maintained during the entire term of the Agreement In addition, Insurance policies and coverage(s) written on a claims-made basis shall be maintained during the entire term of the Agreement and until 3 years foUowing the later of termination of the Agreement 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 inswance policie.s, induding excess and umbrella insurance poticies, shall include an endorsement and be primary and non-contributory and wiU not seek contribution from any other insurance (or self insurance) available to the County. The primary and non-contributory endorsement shall be at least as broad as ISO Form 20 01 04 13. Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractor's contractual obligation lo indemnify and defend the Indemnified Parties .. 4. INSURER FINANCIAL RA TING: Insurance shall be maintained through an insurer with a A.M. Best Rating of no less than A:Vll or equivalent, shall be admitted to the State 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 Contraclor 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 policie.s or .shall verify that the subcontractor, under its own policies and endorsements. has comp fied with the insurance requirements in this Agreement, including this Exhibit. The additional Insured endorsement shall be at least as broad as ISO Form Number CG 20 38 0413_ 6. JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be provided by one 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 poticies. Coverage shall be at least as broad as in the ISO Forms named above. Joint insurance program with the association, partnership or other joint business venture induded as a 'Named Insured". 7. CANCELLATION OF INSURANCE: All insurance shall be required lo 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 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 re uired insurance olicies. The r uired certificate s and endorsements must be sent as set forth in the Notices rovision . Certificate C-2 Page 1of1 Form 2003-1 (Rev. 7115/'14)

Page 26of38 Master Contract No. 901951 Procurement Contract No. 21085

Client#: 160719 WESTGR01 I DAre l.JlloW!lllll'Y ACORD,. CERTIFICATE OF LIA'BILITY INSURANCE 09121(2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER . THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTE.ND 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(iesJ must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to th" terms and conditions of the policy, certain policies may require an endors..menl A sbtement on this certificat" does not confer any righ.ts to the cutificate holder in lieu of such endorsem1mtjs). PRODUCER ltAME:-· Gina Maher Hootington Insurance, Inc. IAiC~ ..... , 866 318-5028 I·~ NOi: 877 243-0712 23 Federal Plaza West =ss:[email protected] Youngstown, OH 44503 NS' "'""'SI AffO!UllNG COVERAGE NAJCI 888 576-7900 NSUREJI A: Uoyds Synd 26231623-Be;Wey Furtonge INSURED NSUREJI B: Ms. Ellen Muir NSUREJIC : Systems Coaching and Consulting ltSURERO : 129 Euclid Ave. ltSUREll E : San Leandro CA 94577 ltSUREll F : COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· 11-ilS IS TO CERTIFY THAT 11-iE POLI CIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWflHSTANDING A.NY REQUIREMENT, TERM OR CONDITION OF ANY CONTRAC T OR OTHER DOCUMENT W1T1-i RESPECT TO WHICH THIS CERTIFICATE MAY BE ISS1JED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICt ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS ANO CONDITIONS OF SUCH POUCIES. LIMITS SHOWN MAY HAVE BEEN REDUCED SY PAID Cl.AIMS. POl,Jl;T '""'-'CT ~r 'mr TYPE OF NSURAllCE NSR WllD POLICY NUllBEl't .. LlillT1 A - X COIAIERCIAL GBll:l\Al UA81UTY x 62986 09/20'2020 09/2012021 EACH OCCURR!'NCE s1,000,000 Q Cl.AJM5"MADE D OCCUR ~~~1 5100,000 - MEO EJCP {Nly CN peniOll) s - PERSOPW. l M:N INJURY s1 ,000,000 Gal'I. -'GGREGATIO LI.MIT N'i'UES PEii: G61ERAI. AGGREG.l\TIO s3,000 000 =i POUC:V D JECTPRO- D Loc PRODUCTS • COMPJOP AGG s OTHfR: s -AUTOllOBILE LIABIUTY \:ii~flNGLEUMIT 5 N

DESCftJPTION OF

CERTIFICATE HOLDER CANC ELLA T'ION

SHOULD AHY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE County of Alameda, its Board of THE EXPIRATION DA TE THEREOF. NOTICE WIU BE DELIVERED IN Supervisors, the individual ACCORDANCE WITH THE POLICY PROVISIONS, members thereof, & all County officers, agents, employees AllTHORIZB) REPRESENTATIVE volunteers and representatives ~~;,./--~ I 1221 Oak St Ste 555 Oakland CA © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (20161031 1 of 1 The ACORD name and logo ar" registered marl!s of ACORD #S1759091JM1718422 SLSA Page 27 of38 Master Contract No. 901951 Procurement Contract No. 21085

This page has been left blank intentionally.

Page 28 of38 Master Contract No. 901951 Procurement Contract No. 21085

Effective date of this Endorsement: September 18, 2020 This Endorsement is attached to and forms a part of Coverage Reference: 62986 Certain Undeiwriters at Lloyd's, London referred to in this endorsement as either the "Insurer" or the "Undeiwriters"

SCHEDULED ADDITIONAL INSURED ENDORSEMENT

This endorsement modifies insurance provided under the following:

PROFESSIONAL. LIABILITY, GENERAL LIABILITY AND ADVERTISING LIABILITY CLAIMS MADE AND REPORTED INSURANCE

In consideration of the premium charged for the Policy, it is hereby understood and agreed that:

1. The following entities or individuals are added to the Policy as an Additional Insured pursuant to Clause IL PERSONS INSURED and Clause V. DEFINITIONS (b).(2): Additional Insureds County of Alameda, its Board of Supervisors, the individual members thereof, & all County officers, agents, employees, volunteers & reprsentatives 1221 Oak St, Suite 555 Oakland, CA, 94612

2. In relation to the coverage provided under this endorsement, the following premium applies: 1. Premium $25.00 2. Taxes $1 .25 3. Stamping Fee $0.00 Total Premium $26.25

All other terms and conditions of th is Policy remain unchanged.

Authorized Reprasentative

Coverall" No 62')86

Page 29 of38 Master Contract No. 901951 Procurement Contract No. 21085

County of Alameda Workers' Compensation Written Declaration of Compliance (To be compl1'ted by the Contractor)

Amount of Contract ~l/_z'"-f',_S-~J_d_____ Term of Contract Ot..":ID/5 a<.1, .J1J J4 . ~ "J2t111e... 31 JdJ,.J.. Name of Contractor: DIen .)1/,(,1 Ii

For Workers' Compensation, please have Contractor sign this declaration If applicable:

Declaration: With respect to the above-mentioned business, I hereby warrant that the business has no employees other than the owners, officers, directors, partners or other principals who have elected to be exempt from Vv orkers' Compensation coverage in accordance with California law. I further warrant that I understand the requirements of the California Labor Code, including without limitation those stated in Labor Code Section 3700, et seq., with respect to providing \Yorkers' Compensation coverage for any employees of the above mentioned business. I agree to comply with the Labor Code requirements and all other applicable laws and regulations regarding workers' compensation, payroll taxes, FICA, tax withholding and similar employment-related requirements. I further agree to defend, indemnify and hold the County of Alameda harmless from any and all loss or liability which may arise from the failure of the above-mentioned business to comply with all such laws or regulations.

The above person has authority to sign on behalfof the contracting business. niis signed declaration is par I of the co11tractor 's proof of insurance.

Revised 12· 11-17

Page 30of38 Master Contract No. 901951 Procurement Contract No. 21085

County of Alameda Request for Insurance Wa!Ytr or Change (To be complmd by the Contrlctlilg Department) Fax or QIC to; Risi( Management Unit Fax 272-6815 or 2-6815 I QIC 28505

Alln.: Contract RevielV: Phone: ____ _ (Sr. Risk & Insurance Analyst)

Fax Back to: Name: Linda Saelee Dept.; AC8H finance Phone: ~1~130~ OIC: 22702 Fax: _____

Date of Request: 10/6l2020 Amount of Contract: _ ...,.._ ... Term of Contract: 10/112020-6/3012022 Name of Contractor: _e_11e_n_M_uir______1. What do you want to waive or change (Waw1ive and Cschange)? a) Coverage (s) : General Liability __ Auto Uabllity _C_Professional Liability__ Workers' Comp.!!_ Oiher Required Coverages:

b) Change in Limits: General Liability: From $1,000,000 to S._____ per occurrence Auto Liability: From S1 ,000,000 to S 600.000.00 per occurrence Professional Liability; From $1 ,000,000 to S per claim OlherCoveragelim1ts: ------

c) Reason: ConlnodDr's policy liml of $500,000 per OCCU1R11Ce for Auto Ltabllly end - ha no emplol"""'

2. Request for Time Waiver: Coverage(s) List# of days requested _____ (This aUows Contractor time to bind the Insurance before lh.e Contrac1 term begins)

3. For Workers' Comp1nsatlon Waiver, please lilve Contractor sign the separate Worktrs' Compensation Written Declaration of Compliance.

4. Pl1a11 attach a copy of the Scopa of Services • ...... fl+•nu• ... U•*-**""*"*'**"'* ...... tltu:n.•tff'nflHH'fHt'lttt'Httri'Utri'ttt.'t•u•ttttilOt-ri:ttt...... This Section to be completed by Risk Management Identify Rlak to County; ------..-.,,,______Waiver: Denied __ . Change: nted'X Denied_.. ·-· _ L- Conslderatlone: A VendorlContraclor lnSUlllla> rim has /Mn dewloped for cootractors who do not have or CS11not e1'fold the requiT9d µan~ Unit for more in ·

Rev: 12/Slf7

Page 31 of38 Master Contract No. 901951 Procurement Contract No. 21085

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

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

If there are any exceptions to this certification, insert the exceptions in the following space.

CONTRACTOR:=E=ll=en~M==u=ir'------

PRJNCIP AL: =E=ll=en==M=u=ir=---______TITLE: Sole Owner

SIGNATURE: __...... ,Q_m .....:...,: ....~...,:...,: ....• !~:~~~U_l_~ ______;DA TE: __11_1_s_1_20_2_0 ______

Page 32 of38 Master Contract No. 901951 Procurement Contract No. 21085

EXHIBITE

HIPAA BUSINESS ASSOCIATE AGREEMENT

This Exhibit, the HIPAA Business Associate Agreement ("Exhibit") supplements and is made a part of the underlying agreement ("Agreement") by and between the County of Alameda, ("County" or "Covered Entity") and Ellen Muir, ("Contractor" or "Business Associate") to which this Exhibit is attached. This Exhibit is effective as of the effective date of the Agreement.

I. RECITALS Covered Entity wishes to disclose certain information to Business Associate pursuant to the terms of the Agreement, some of which may constitute Protected Health Information ("PHI");

The Privacy Rule and the Security Rule in the HIP AA Regulations require Covered Entity to enter into a contract, containing specific requirements, with Business Associate prior to the disclosure of PHI, as set forth in, but not limited to, Title 45, sections 164.314(a), 164.502(e), and 164.504(e) of the Code of Federal Regulations ("C.F.R.") and as contained in this Agreement.

II. STANDARD DEFINITIONS

Capitalized terms used, but not otherwise defined, in this Exhibit shall have the same meaning as those terms are defined in the HIP AA Regulations. In the event of an inconsistency between the provisions of this Exhibit and the mandatory provisions of the HIPAA Regulations, as amended, the HIPAA Regulations shall control. Where provisions of this Exhibit are different than those mandated in the HIPAA Regulations, but are nonetheless permitted by the HIPAA Regulations, the provisions of this Exhibit shall control. All regulatory references in this Exhibit are to HIP AA Regulations unless otherwise specified.

The following terms used in this Exhibit shall have the same meaning as those terms in the HIPAA Regulations: Data Aggregation, Designated Record Set, Disclosure, Electronic Health Record, Health Care Operations, Health Plan, Individual, Limited Data Set, Marketing, Minimum Necessary, Minimum Necessary Rule, Protected Health Information, and Security Incident.

The following term used in this Exhibit shall have the same meaning as that term in the HITECH Act: Unsecured PHI.

III. SPECIFIC DEFINITIONS

Agreement. "Agreement" shall mean the underlying agreement between County and Contractor, to which this Exhibit, the HIPAA Business Associate Agreement, is attached.

Page 33of38 Master Contract No. 901951 Procurement Contract No. 21085 mean any subcontractor that creates, receives, maintains, or transmits PHI in performing a function, activity, or service delegated by Contractor.

Contractual Breach. "Contractual Breach" shall mean a violation of the contractual obligations set forth in this Exhibit.

Electronic Protected Health Information. "Electronic Protected Health Information" or "Electronic PHI" means Protected Health Information that is maintained in or transmitted by electronic media.

Exhibit. "Exhibit" shall mean this HIPAA Business Associate Agreement.

HIPAA . "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191.

HIPAA Breach. "HIPAA Breach" shall mean a breach of Protected Health Information as defined in 45 C.F.R. 164.402, and includes the unauthorized acquisition, access, use, or Disclosure of Protected Health Information which compromises the security or privacy of such information.

HIPAA Regulations. "HIPAA Regulations" shall mean the regulations promulgated under HIP AA by the U.S. Department of Health and Human Services, including those set forth at 45 C.F.R. Parts 160 and 164, Subparts A, C, and E.

HITECH Act. "HITECH Act" shall mean the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (the "HITECH Act").

Secretary. "Secretary" shall mean the Secretary of the United States Department of Health and Human Services ("DHHS") or his or her designee.

Security Rule and Security Regulations. "Security Rule" and "Security Regulations" shall mean the standards for security of Electronic PHI set forth in the HIP AA Regulations at 45 C.F .R. Parts 160 and 164, Subparts A and C.

IV. PERMITTED USES AND DISCLOSURES OF PHI BY BUSINESS ASSOCIATE

Business Associate may only use or disclose PHI:

B. As required by law; and

V. PROTECTION OF PHI BY BUSINESS ASSOCIATE

C. Minimum Necessary Rule. When the HIPAA Privacy Rule requires application of the Minimum Necessary Rule, Business Associate agrees to use, disclose, or request only the Limited Data Set, or ifthat is inadequate, the minimum PHI necessary to accomplish the intended purpose of that use, Disclosure, or request. Business Associate agrees to make uses, Disclosures, and requests for PHI consistent with any of Covered Entity's existing Minimum Necessary policies and procedures.

F. Notification ofBreach. During the term of the Agreement, Business Associate shall notify Covered Entity in writing within twenty-four (24) hours of any suspected or actual breach of security, intrusion, HIP AA Breach, and/or any actual or suspected use or Disclosure of data in violation of any applicable federal or state laws or regulations. This duty includes the reporting of any Security Incident, of which it becomes aware, affecting the Electronic PHI. Business Associate shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized use or Disclosure required by applicable federal and/or state laws and regulations. Business Associate shall investigate such breach of security, intrusion, and/or HIPAA Breach, and provide a written report of the investigation to Covered Entity's HIPAA Privacy Officer or other designee that is in compliance with 45 C.F .R. section 164.410 and that includes the identification of each individual whose PHI has been breached. The report shall be delivered within fifteen (15) working days of the discovery of the breach or unauthorized use or Disclosure. Business Associate shall be responsible for any obligations under the HIP AA Regulations to notify individuals of such breach, unless Covered Entity agrees otherwise.

G. Agents and Subcontractors. Business Associate agrees to ensure that any agent, including a

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H. Review ofRecords. Business Associate agrees to make internal practices, books, and records relating to the use and Disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity available to Covered Entity, or at the request of Covered Entity to the Secretary, in a time and manner designated by Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the HIPAA Regulations. Business Associate agrees to make copies of its HIPAA training records and HIPAA business associate agreements with agents and subcontractors available to Covered Entity at the request of Covered Entity.

I. Performing Covered Entity 's HIPM Obligations. To the extent Business Associate is required to carry out one or more of Covered Entity's obligations under the HIPAA Regulations, Business Associate must comply with the requirements of the HIP AA Regulations that apply to Covered Entity in the performance of such obligations.

J. Restricted Use of PH/for Marketing Purposes. Business Associate shall not use or disclose PHI for fundraising or Marketing purposes unless Business Associate obtains an Individual's authorization. Business Associate agrees to comply with all rules governing Marketing communications as set forth in HIP AA Regulations and the HITECH Act, including, but not limited to, 45 C.F.R. section 164.508 and 42 U.S.C. section 17936.

K. Restricted Sale ofPHI. Business Associate shall not directly or indirectly receive remuneration in exchange for PHI, except with the prior written consent of Covered Entity and as permitted by the HITECH Act, 42 U.S.C. section l 7935(d)(2); however, this prohibition shall not affect payment by Covered Entity to Business Associate for services provided pursuant to the Agreement.

L. De-Identification ofP HJ. Unless otherwise agreed to in writing by both parties, Business Associate and its agents shall not have the right to de-identify the PHI. Any such de identification shall be in compliance with 45 C.F.R. sections 164.502(d) and 164.514(a) and (b).

M. Material Contractual Breach. Business Associate understands and agrees that, in accordance with the HITECH Act and the HIP AA Regulations, it will be held to the same standards as Covered Entity to rectify a pattern of activity or practice that constitutes a material Contractual Breach or violation of the HIPAA Regulations. Business Associate further understands and agrees that: (i) it will also be subject to the same penalties as a Covered Entity for any violation of the HIPAA Regulations, and (ii) it will be subject to periodic audits by the Secretary.

VI. INDIVIDUAL CONTROL OVER PHI

A. Individual Access to PHI. Business Associate agrees to make available PHI in a Designated Record Set to an Individual or Individual's designee, as necessary to satisfy Covered Entity's obligations under 45 C.F .R. section 164.524. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity. Page 36of38 Master Contract No. 901951 Procurement Contract No. 21085

B. Accounting ofDisclosures . Business Associate agrees to maintain and make available the information required to provide an accounting of Disclosures to an Individual as necessary to satisfy Covered Entity's obligations under 45 C.F.R. section 164.528. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.

VII. TERMINATION

B. Termination due to Criminal Proceedings or Statutory Violations. Covered Entity may terminate the Agreement, effective immediately, if (i) Business Associate is named as a defendant in a criminal proceeding for a violation ofHIPAA, the HITECH Act, the HIPAA Regulations or other security or privacy laws or (ii) a finding or stipulation that Business Associate has violated any standard or requirement ofHIPAA, the HITECH Act, the HIPAA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which Business Associate has been joined.

If Business Associate determines that returning or destroying the PHI is infeasible under this section, Business Associate shall notify Covered Entity of the conditions making return or destruction infeasible. Upon mutual agreement of the parties that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Exhibit to such PHI and limit further uses and Disclosures to those purposes that make the return or destruction of the information infeasible.

VIII. MISCELLANEOUS

A. Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Exhibit, HIP AA, the HIP AA Regulations, or the HITECH Act will be adequate or satisfactory for Business Associate's own purposes or that any information in Business Associate's possession or control, or transmitted or received by Business Associate is or will be secure from unauthorized use or Disclosure. Business Associate is solely responsible for

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all decisions made by Business Associate regarding the safeguarding of PHI.

G. Interpretation. Any ambiguity in this Exhibit shall be resolved in favor of a meaning that permits Covered Entity to comply with HIP AA, the HIP AA Regulations, the HITECH Act, and in favor of the protection of PHI. •

This EXHIBIT, the HIPAA Business Associate Agreement is hereby executed and agreed to by CONTRACTOR:

Name: Ellen Muir By(Signature): ~['-=='==~~!E~I~-1~ ____ Print Name: --"E~l.;..;:le""'n"""M=.:::u~ir______

Title: Sole Owner

Page 38 of38 Master Contract No. 901951 Procurement Contract No. 21086

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement, dated as of ~\:e,f \S, 2020, is by and between the County of Alameda, hereinafter referred to as the " Cou~ty ", and Ian Brennan, hereinafter referred to as the "Contractor".

WITNESSETH

Whereas, County desires to obtain behavioral health care training services which are more fully described in Exhibit A hereto ("Definition 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 behavioral health care training 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:

The term of this Agreement shall be from October 1, 2020 through June 30, 2022.

The compensation payable to Contractor hereunder shall not exceed pooled amount of Forty-Nine Thousand Five Hundred dollars ($49,500) 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 IAN BRENNAN

l,DocuSigned by:

By: By:.____ ~_~....::; 66=DF:..::;~=B9=54'-"134'"'-'7=E.."-. ----- Signature Signature

Name: VJ \~'Ufd \)CV\\e.., Name: Ian Brennan (Printed) (Printed)

Title: President of the Board of Supervisors Title: Sole Proprietor

11/2/2020 Date: ______

Approved as to Form: DONNA R. ZIEGLER, County Counsel

By signing above, signatory warrants

lrDocuSigned by: and represents that he/she executed this Agreement in his/her authorized By: _ ____L.:==s- 4i.u~°"'~""S""'D~'-'-'~""'~""'C ,.....F- ~- ____ capaci!Y and that by his/her signature K. Scott Dickey, on this Agreement, he/she or the entity Assistant County Counsel upon behalf of which he/she acted, executed this A1!reement

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GENERAL TERMS AND CONDITIONS

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.

Contractor does, by this Agreement, agree to perfonn his/her said work and functions at all times in strict accordance with currently approved methods and practices in his/her field and that the sole interest of County is to insure that said service shall be performed and rendered in a competent, efficient, timely and satisfactory manner and in accordance with the standards required by the County agency concerned.

Notwithstanding the foregoing, if the County determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding, County may upon two 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.

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2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to injury to or destruction of property, including the loss therefrom, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the performance of this agreement (collectively "Liabilities") except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee. The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder. The obligations of this indemnity shall be for the full amount of all damage to County, including defense costs, and shall not be limited by any insurance limits.

In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the Alameda County Employees' Retirement Association (ACERA) or California Public Employees' Retirement System (PERS) to be eligible for enrollment in A CERA and PERS as an employee of County, Contractor shall indemnify, defend, and hold harmless County for the payment of any employee and/or employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of County.

3. INSURANCE AND BOND: Contractor shall at all times during the term of the Agreement with the County maintain in force, at minimum, those insurance policies and bonds as designated in the attached Exhibit C, and will comply with all those requirements as stated therein. The County and all parties as set forth on Exhibit C shall be considered an additional insured or loss payee if applicable. All of Contractor's available insurance coverage and proceeds in excess of the specified minimum limits shall be available to satisfy any and all claims of the County, including defense costs and damages. Any insurance limitations are independent of and shall not limit the indemnification terms of this Agreement. Contractor's insurance policies, including excess and umbrella insurance policies, shall include an endorsement and be primary and non-contributory and will not seek contribution from any other insurance (or self-insurance) available to County. Contractor' s excess and umbrella insurance shall also apply on a primary and non contributory basis for the benefit of the County before County's own insurance policy or self-insurance shall be called upon to protect it as a named insured.

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4. PREY AILING WAGES: Pursuant to Labor Code Sections 1770 et seq., Contractor shall pay to persons performing labor in and about Work provided for in Contract not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is performed, and not less than the general prevailing rate of per diem wages for legal holiday and overtime work in said locality, which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department of Industrial Relations to be the general prevailing rate of per diem wages for each craft or type of workman or mechanic needed to execute this contract.

6. CONFORMITY WITH LAW AND SAFETY:

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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).

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

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

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.

11 . OWNERSHIP OF DOCUMENTS: Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals, plans, specification, designs, drawings, sketches, renderings, models, reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement, whether prepared by the County, the Contractor, the Contractor's sub-Contractors or third parties at the request of the Contractor (collectively, "Documents and Materials"). This explicitly includes the electronic copies of all above stated documentation.

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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 Page 7 of37 Master Contract No. 901951 Procurement Contract No. 21086

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.

Overnight Delivery: When delivered by overnight delivery (Federal Express/ Airborne/United Parcel Service/DHL World Wide Express) with charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service. Telex or facsimile transmission: When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice, notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 5:00 p.m. (recipient's time) or on a non-business day.

Addresses for purpose of giving notice are as follows:

To County: COUNTY OF ALAMEDA 2000 Embarcadero, Suite 302 Oakland, CA 94606 Attn: Lori DeLay, ACBH Training Officer

To Contractor: Ian Brennan 2416 Golden Rain # 1 Walnut Creek, CA 94595

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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.

d. Contractor shall recruit vigorously and encourage minority - and women owned businesses to bid its subcontracts.

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

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f. The Contractor shall include the provisions set forth in paragraphs A through E (above) in each of its subcontracts.

18. DOCUMENTS AND MATERIALS: Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement, Page 10 of37 Master Contract No. 901951 Procurement Contract No. 21086

21. SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION:

Contractor has been approved by County to participate in contract without SLEB participation (SLEE WAIVER #6928 valid through 6130122). As a result, there is no requirement to subcontract with another business in order to satisfy the County's Small and Emerging Locally owned Business provision.

However, if circumstances or the terms of the contract should change, Contractor may be required to immediately comply with the County's Small and Emerging Local Business provisions, including but not limited to:

a. Contractor must be a certified small or emerging local business(es) or subcontract a minimum 20% with a certified small or emerging local business(es).

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

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c. Small and/or Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract. Contractor shall ensure that their own certification status and/or that of participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program.

d. Contractor shall not substitute or add any small and/or emerging local business(s) listed in this agreement without prior written approval from the County. Said requests to substitute or add a small and/or emerging local business shall be submitted in writing to the County department contract representative identified under Item #13 above. Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency, Office of Contract Compliance (OCC).

e. All SLEB participation, except for SLEB prime contractor, must be tracked and monitored utilizing the Elation compliance System.

County will be under no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) if the work is not performed by the listed small and/or emerging local business.

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda County Contract Compliance System contact OCC via e-mail at [email protected].

23. CHOICE OF LAW: This Agreement shall be governed by the laws of the State of California.

24. W AIYER: 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.

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25. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between County and Contractor relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. The Agreement may not be modified except by a written document signed by both parties.

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

27. ADVERTISING OR PUBLICITY: Contractor shall.not use the name of County, its officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior written consent of County in each instance.

29. ASSURANCE OF PERFORMANCE: If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement, County may request from Contractor prompt written assurances of performance and a written plan acceptable to County, to correct the observed deficiencies in Contractor' s performance. Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of County' s request and shall thereafter diligently commence and fully perform such written plan. Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement.

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

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b. Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without County's prior written approval.

31 . SURVIVAL: The obligations of this Agreement, which by their nature would continue beyond the termination on expiration of the Agreement, including without limitation, the obligations regarding Indemnification (Paragraph 2), Ownership of Documents (Paragraph 11), and Conflict of Interest (Paragraph 12), shall survive termination or expiration.

33 . PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software ("Contractor Products") provided to County under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, "Losses") arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County will: (1) notify Contractor promptly of such claim, suit, or assertion; (2) permit Contractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without County' s prior written consent, to any settlement, which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products.

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incurred in relationship with County's defense and/or settlement of such proceeding.

EXTENSION: This agreement may be extended for by mutual agreement of the County and the Contractor.

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

[END OF GENERAL TERMS AND CONDITIONS]

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EXHIBIT A

DEFINITION OF SERVICES

1. Contractor shall provide behavioral health trammg services with the Specific Requirements, Deliverables/Reports, and Description of Services set on this Exhibit A, consisting of the following:

Exhibit A-1 Specific Requirements Exhibit A-2 Deliverables/Reports Exhibit A-3 Description of Services

2. Contractor project team will consist of the following Key Personnel and subcontractors, as applicable during the contract term:

Key Personnel Title Ian Brennan Sole Proprietor

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3. The approval of County to a requested change shall not release Contractor from its obligations under this Agreement.

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EXHIBIT A-1

SPECIFIC REQUIREMENTS

1. Based on ACBH needs, Contractor may be asked to provide one or more training services in the following areas:

a. Customized design and delivery of behavioral health-focused training that provides staff (both clinical and nonclinical staff) with skills-based and outcomes oriented training.

b. Design of training materials (instructor led and/or online) with licensing rights.

c. Preventing and Managing Aggressive Behaviors in Behavioral Health Settings including learning verbal and non-verbal ways to identify, assess and prevent aggressive behavior in behavioral health settings; experience role-playing for various situations involving aggressive behavior and how to best approach these situations in the most effective ways possible; and learn non-aggressive self-defense technique practices.

2. The Contractor shall be able to work with the ACBH Training Unit (TU) to provide and deliver customized training as needed by ACBH units and outside community-based organizations.

3. The Contractor shall provide and assign high quality consultants or instructors on a consistent basis to deliver consulting or customized training as needed by the TU. The training shall be based on TU priorities and needs. One or more instructors may be required. The TU reserves the right to cancel the training class with fourteen (14) calendar days ' notice, and not be charged for the class or training manuals or other materials by the vendor.

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7. The Contractor shall provide ACBH with rights to reproduce materials for class participants at no additional cost to ACBH.

8. If the vendor supplies additional handouts or printed material, ACBH prefers they are printed double-sided and on minimum 30% post-consumer recycled content paper whenever possible (100% recycled paper is preferable). Vendors are encouraged to make materials available to students electronically as well.

9. Full day classes are usually held from 9:00 a.m. to 4:30 p.m. with one hour for lunch and two fifteen (15) minute breaks, for a total of 6 hours minimum/day of instruction time. Half-day classes are generally held for 4 hours, from 9:00 a.m. to 1:00 p.m. or 1:00 p.m. to 5:00 p.m., or a minimum of 3 hours of instruction time.

14. Payment of Penalties: Any penalties charged to Contractor may be deducted by ACBH from any pending invoice. If the amount owed to ACBH is less than the amount of any pending invoice(s), Contractor shall pay the sum due to ACBH within 15 days of receiving a request for full payment of the penalty.

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EXHIBIT A-2

DELIVERABLES/REPORTS

Regular Progress Reports shall be provided by the Contractor(s) based upon participant evaluation forms. Two business days prior to a scheduled training, the TU will provide the Contractor with a sign in/out sheet listing the persons enrolled in the training. Within 14 business days following a training, the Contractor will provide the TU with a copy of the completed sign-in/out sheet along with completed evaluation forms and, for online trainings, confirmation that the participants completed a post-test.

All class average scores that fall below the acceptable 4.0 out of 5.0 rating may be addressed with a written plan of action provided by the Contractor. The individual learner's evaluation forms should be attached to the Progress Report. The TU shall keep original participant evaluation forms, and give copies to the Contractor. Forms utilized will be mutually agreed upon by the TU and the Contractor.

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EXHIBIT A-3

DESCRIPTION OF SERVICES

1. Description of Service Coordination

1. The identification of training priorities that increase performance capabilities to meet client, family, departmental, organizational, and system needs; and

11. Improving the alignment of system-wide training activities to maximize individual and team learning, resources, and desired outcomes; and

111. Creating and utilizing a training evaluation methodology that measures individual, team/program, and organizational outcomes.

b. The training leadership and administration will ensure full adoption of County training protocols including:

1. The timely submission of updated supporting documentation; and

11. Using the specified training forn1at; and

111. Collecting on-going feedback from participants regarding current and future training needs.

2. Contractor will provide County staff (both clinical and non-clinical staff) with skills-based and outcomes oriented training.

3. Contractor will provide instructors to deliver one or more of the following trainings:

• Preventing and Managing Aggressive Behaviors in Behavioral Health Settings

4. In collaboration with County, Contractor will:

a. Assess, identify, and prioritize training needs/schedule; and

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b. Analyze and summarize training evaluations for each training/trainer.

5. Contractor will be responsible for coordinating all aspects stated above including:

a. Scheduling and coordinating fiscal paperwork with trainers;

b. Developing and distributing training announcements;

c. Tracking and providing Continuing Education credits, when possible;

d. Copying and distributing handouts;

e. Making training packets;

f. Training registration;

g. Trainer audio visual needs on site for in person trainings; and

h. Technical needs for online trainings.

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EXHIBITB

PAYMENT TERMS

Description Estimated Year 1 Cost Year 2 Cost Total Annual 2-year Hours Cost Hourly Rate Cost Year Hourly Rate Cost Year Training Service Staff Year 1 1 Year 2 2 1. Staff Trainer 66 $375 $24,750 $375 $24,750 $49,500 (Ian Brennen}

Above rates include all other costs and taxes, including direct and indirect costs, such as but not limited to, administrative support, travel, printing, online services, and materials.

COUNTY OF ALAMEDA Behavioral Health Department 2000 Embarcadero, Suite 302 Oakland, CA 94606 Attn: Lori DeLay, Training Officer Email: [email protected]

4. Total payment under the terms of this Agreement will not exceed the pooled amount of Forty Nine Thousand Five Hundred Dollars ($49,500). This cost includes all taxes and all other charges. Contractor understands and acknowledges that this contract is one of a pool of contracts with a not-to-exceed total amount of $49,500. Contractor understands and acknowledges that it is one of a number of contractors receiving payment from the not-to-exceed amount for the same

Page 23 of37 Master Contract No. 901951 Procurement Contract No. 21086

or similar services. The parties agree that the total compensation payable to the pool of Contractors under the pool of contracts designated by County shall not exceed $49,500.

5. . Upon award of this Agreement by County, County and Contractor shall forthwith jointly create a schedule governing the timely performance of Contractor's services hereunder. The agreed upon schedule shall be incorporated into this Agreement upon its adoption by the parties and thereafter Contractor shall perform all services under this Agreement in conformance with the schedule.

6. Final invoices must be submitted for payment within 90 days after the end of the term of this Agreement. Invoices submitted later than 90 days will not be paid.

Page 24 of37 Master Contract No. 901951 Procurement Contract No. 21086

EXHIBIT C COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS Without limi!ing any olher obligation or liability under this Agreement, the Contractor, at its sole cost and expense, shall secure and keep in force dun the entire lenn of the A reernenl or lo er, as m be ecified beb.v. the followin minimum insurance cov . limits and endorsements: TYPE Of INSURANCE COVERAGES MINIMUM LIMITS A Commercial General Liability $1 ,000,000 per occurrence (CSL) P emises Liability; Products and Completed Opera tions: Contractual Bodily Injury and Property Damage Liabili ; Personal ln·u and Advertisin Liabili 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 pennissive uses. Personal Automobile Liability is acceptable for Bodily Injury and Property Damage individual contractors with no trans rtation or haulin related activities C Workers ' Compensation (WC) and Employers Liability {EL) WC: Statutory Limits R uired for all contractors with em lo ees EL: S1 ,000 ,000 r accident for bodil in u or disease D Professional Liability/Errors & Omissions $1 ,000,000 per occurrence Includes endorsements of contractual liability and defense and $2,000,000 p oject aggregate indemnification of the Coun E Endorsements and Conditions:

1. ADDITIONAL INSURED: All insurance required above with the exception of Professional Liability, Commercial or Business Automobile Liability, Workers' Compensation and Employers Liability, shall be endorsed lo name as additional insured: County of Alameda , its Board of Supervisors, the indi ·dual members thereof, and all County officers, agents, employees. vol unteers, and representa ·ves. The Additional Insured endorsement shall be at least as b oad as ISO Fonn Numbe CG 20 38 04 13. 2. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement. In addition, Insurance policies and coverage(s) written on a claims-made basis shall be maintained du ·ng the entire term of the Agreement and until 3 years following the later of termination of the Agreement and acceptance of all wo provided under the Ag eement, w· the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activ· ·es pursuant to this Agreemenl 3. REDUCTION OR LIMIT OF OBLIGATION: All insurance policies, including excess and umbrella insurance policies, shall include an endorsement and be primary and non-con ·butory and v.1ll not seek contribution om any other insurance (or selt insurance) a 1ailable to the County. The prima ry and non"-COntributory endorsement shall be at least as broad as ISO Fo m 20 01 04 13. Pursuant to the provisions of this Agreement insurance effected or procured by the Contracto shall not educe or limit Contractor's contractual obligation to indemnify and defend the Indemnified Parties. 4. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer · a A M. Best Ra ·ng of no less than A:Vll o equ ivalent, shall be adm· ed to the State of California unless othe •1ise wa·ved by Risk vlanagement, and with deductible amounts acceptable to the County. Acceptance o Con acto s insurance by County shall not relieve or decrease the liability of Contractor hereunder. Any deductible o s -insured retention amount or o er similar obliga ·on under the policies shall be the sole respo sibility of the Contractor. 5. SUBCONTRACTORS : Contractor shall include all subcontractors as an insured (covered party) under its policies or shall verify that the subcontractor, unde its own policies and endorsements , has complied with the insu ance requ·rements in this Ag eement, includ·ng this Exhib.. The additional Insured endorsement shall be a leas as broad as ISO Form umber CG 20 38 04 13. 6. JOINT VENTURES: If Contractor is an associa ·on, partnersh ip or other join business venture, requ·red insurance shall be provi ded by one o the following methods: - Separate insu ance policies issued for each indi 1idual entity, -th each entity incl uded as a "Named Insured" (covered party) , or at minim m named as an "Add itional lnsu ed" on the othe s pol icies. Coverage shall be at least as broad as in the ISO Forms named above. - Join insurance p ogramw ith the association, pa nership o othe joint business ventu e included as a ·Named Insu red'. 7. CANCELLATION OF INSURANCE: All insurance shall be requ i ed to provide thirty (30) days advance written notice to the County of cancellation. 8. CERTIFICATE OF INSURANCE: Before commencing opera ·ans under 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 requ·re_the Contractor to provide complete, ce · ed copies of a!I r ui ed insurance licies. The r uired certificate(s and endorsements m st be sent as set forth in the Notices rovision . Ce rtifica:e C-2 Page 1 of Fo rm 2003- (Re•J. 7f 5.'14)

Page 25of37 Master Contract No. 901951 Procurement Contract No. 21086

To repor t a claim ipl eue em.ail newclaims~arkelcorp.co m . All d aims and underwr iting services are handled b y Markel Servi C'e I nco rp{HSted. Coverage i& ptovid ed by Markel I MU ranc~ Com psny. Term~ and conditions for ra te and cove rage m3)' vary b~ dim of bus iness and state .

..-""'"""\ ACORi:f o.r..n l'MNIOt>IYYYVI CERTIFICATE OF LIABILITY INSURANCE osG012oeo THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATIOH OHi. Y AND C·ONFEM NO RIGHTS UPON THE CERTIFICATE HOL.OER. TttJS CERTIFICATE DOl:S NOT Af'FlflMATIVEL.Y OR NEGAnva y Afl'IEKO, EXTEHl:I Ofl AL.TER THE COVERAGE AffOROeD 11Y THE POLICIES Ba.OW. THlS CERTIFICATE OF INSURANCE DOES NOT CONSTnUTE A CO:NTRACT BETWEEN THE ISSUING INSURER(S). AUTHORIZED RS'REISENTATIVE OR PRODUCER, AND THE CERTIFICATE HOL.OER. IMPORTANT! II t1;.,-cettlfoca!A!~holdet i ~ 111 ADDmoNAl INSURED, lhe polley.(lesl must have AD!>ITIONAL IHSUREO pl'Olllalone or be endoraed. If SUBROGATION ISWAJVED, 1ubjectto th• term& and conditions ofttie policy, cert1l11 pollclH m;ry miulre an endor.ement. A •tahrnenton till c:ortlliea1ct d04!S not C:Oflfor · Ms to tho ctlillieatv lloldH in Jiou or such •l'ldorsom•nl s • l'flODl>CER Verili1· lrlsurar>ee ServiClls, Inc OBA im 174 \'/;;

l8tiBrenr1Bf'! l!ISlJREJIG : 2'1~Goldm Rlfn t1. V/olnJ! Crt!ek, CA 94595 mnotlaol.c.om I!! l'IEll E i 1Msu11Eu : h s;Jfwww.thimble.«1mlched<- ic -s1atusl COVERAGES CERTIF'ICAi£ NUMBER: REVISION NUMBER: THIS 19 TO CE!RTI FY Tl!.r\T HE FIDLICI ES OF ltfSUR... NCE UST ED BELOW HAVE B EEN ISSllED TO THE INSURED NAM.ED ABO\IE IFOR TiiE FotlCY PERIOD OIDICA ED. f\IOTW!THS'T.O.,~ Dl'NG Ator( REOUIRWENT. TERM OR cotmrTDN' OF ANY CONTRACT OR OTHER l>OCUMENT WIT RESPECT ro Vlw::ti THIS ClffiTIFICA. TE IJ./('1' I!!: ISSUED OR MAY PERTlllN. THE INS!LJRANOE AFFORDED l!Y THE POLICIES DESCRIBED MERE IS SUBJECT TO All THB ERl~S . EXCLLISIONSAND CONDITION$ OF SUCH POUCI S lJMITS SHOWJi IAY HAVE BE N REDUCE:Dll PAID CL.AIMS INS" If$ 1,000,ooa 00/2312020 10123t'2020 -7'· J~-Cl..AIL' ~-'"~S ·"V.DE [XJ OCCA.R~ 1 l07 PM 11 ~ 59 PM _1 _1.00~000__ _ PDT PD 5,0C() A SOel'IOIG 1,0:ID,000 on GB"-"'l _AGGR EC..... TEllh.'ft/lo':IP.,. I · ' pt:;q expira11on Get4EAAL -.GG~GA~ $ _!,000,000 x PCl..l<:Y r : :t>e- r i LOC Cla l D IQw. PRODJCrs. ::o'JN!P ACO S 1,00 ,er.I D 1 CTIIER COABltirD Sl'K-U: ll ~IT ~ f'l,,.;(' o:I ~ t BODILY fU.R'r' 1?er persy_J l

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Page 26 of37 Master Contract No. 901951 Procurement Contract No. 21086

9/30{20, e< 46 PM

t:an'I on fonn Acord 101 ) CERTIFICATE HOLDER CANCELLATION Al11metl11 County 6etiaviorat Health, 2000 Embarcadero, S -e 101, Oakland, CA 94606 ~ttOULO AHY Of Tt£ ... BOY Di::liCRIBW f'OIJ(;IC> B CANC ELLED B ~ Tli . EXPIR,t.llOl'I D,,.T . lH ~£OF , NOTJC; 'WILL B D LIVER DIN ACCQFUMNC wnH TllE POUCY PROVJ SIOl'I~ .

ACORD 25 (2016/03) Thi! ACORD mime and logD are re1;1istered marks of ACORD

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THIS ADDITIC>JtAL REMARKS FORM 1$ A SCHEDULE TI) ACOffD FOfl~ FORM HUNll!;lt: Arora 25 FORM TITl..E ; CA!rtificate ol l.Jabllll)• ln;urance Description of Operations (con't)

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Page 27of37 Master Contract No. 901951 Procurement Contract No. 21086

POLICY NUMBER: VFMK-FKFZ6B9PU COMMERCIAL GENERAL UAHIUTY

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION

This endorsement modifies insurance provided under e following: COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE Name of Designated Person or Organization (including its departments and attached agencies, its directors, officers, officials, employees, represematives and agents): County of Alameda, its Board of Supervisors, the individual members ereo , and all cou ty officers, agents, employees, volu teers, and representatives.

E-Mail Address:

A. SECTION II - WHO IS AN INSURED is amended to in ude as • additional insured the person(s) o organization(s) shown in the SCHEDULE above, but on y v. · h respect to liabil" for "bodi y injury", "property damage" or "person and adve ·sing injul)r caused, in ole or in part, by you acts or omissions or the acts or omissions o those acting on your beha : 1. In e pertom1ance of your ongoing operations; or 2. In connection with your pren ises owned by or rented to you. However: 1. e insurance affo ded to ch additional insured only applies to e ext en pe itted by l av.~ an 2. If co erage prO' ·ded to e add. ional insured is required by a contract or agreen ent, the insurance afforded to such additional insured ·1 not be llroader at ic you are required by the con ct or a.green ent o pro ·de for such additional insu"ed.

B. W h respect to the in ranee afforded to these additional in reds, the following is added o SECTION Ill - LIMITS OF IN SURANCE: If co erage pm "ded to additional insured is req ired IJY a contract or ag een ent thi:> most we wm pay on be a of e additional ir:isured is the amo nt o insurance: 1. Req uired !Jy contraot or ag een ; or 2. Availab e und tile applicable Ii - s of insu nee own in the Daclara ·ons; wl1i ever is less_

C. If th·s policy is c. celled or noorenewed for • y reason , we will d i er notice o the cancella ·oo or non renewa to a y Oesigna ed Perso or Ofganization shown in the SCHEDULE above a! e e-m. ·1 address shown anove.

D. is endorsemen shall not increase e applicable lln its o insurance shown in e Declarations.

All other terms and conditions remain unchanged.

Page 28 of37 Master Contract No. 901951 Procurement Contract No. 21086

County of Ala111tda Requesl for lnsum1ce Waiver or Ch;mgt {To be compl•t d by th• Ccntractlng Dllpllrlmtnlj Fax or OIC to: RI$): Managemenl Un ft Fax 272-&15 or 2-6815 I QIC 28505

Attn.: Contract Ro'oiew: Phone. _ ____ (Sr. RJsl: & Insurance Analyst)

Fa:Backto:

Oa1eo1Req1.1est 9/23/20 Am4Cf )$60«e. Termof~: IP/i{d,• - 'f&J~~ Name of C~r. Ian Brennan

1. Wlm do you_, to waive or cllangt (W"waive and C~hange)?

a) Coverage (s)'. Gener.I Liabirty __ AutQ llablay _X_ Prole~oo al Liability __. Worliers' Ccmp _L OCllef Required Coverages:

b) Chan!je in Umts: Genera Uallitty: From S1,(XKJ,OOO to S:..-.----llef occurrmce AuloUaalty. From S1 ,000,000 to $ per occurrence Pn>.'eSSIOMI lillbilly: From Sl ,000,000 to S perdairn OttierCoverage UnVts: ------ c) Reason: I have no emploY!es. I do not drive to work, nor use automobiles related to my duties.

2. R~st tor Time Waver. Cowrage(s) ______Lisi# of days reques.:ed ___ _

3. For Workm' Compemallon Waiver, pluse flave Contractor sign the sep1111le WD!Xm' Compensation Written Oedmtlon of Compli111c;e.

4. Pinn lt\llcll a copy of the Seope of Se~ . .,..,..,.._ .... , _ _...••••t•,...... ,,,.,,._...... ,.....,_~"*•••--•••--r•••••••"-----_,,.....,...,.,.._ ___....,..,,..._ .... ,

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Page 29 of37 Master Contract No. 901951 Procurement Contract No. 21086

County of Alameda Workers' Compensation Written Declaration of Compliance {To be complcied by tho Contractor}

AmountofContract is 1Cf> tJOO (~/e.{ &eit)eimofContract (iJf/Jo~ -

For Workers' Compensation, please have Contractor sign this declaration If applicable:

Decla ration: \Vi th respect to the above-menti oned business, l hereby warrant that the business has no employees other than the owners officers, directors, partner r ther principals who have elected to be exempt from Workers' Compensation coverage in accordance with California Jaw. 1 further warrant that I understand the requirements of the California Labor Code, including without limitation those staled in Labor ode Section 3700, et . eq., with re peer to providing Workers' Campen ation cov~rage for any emplO) e s of the ahove mentioned busine s. J agree to comply with the Labor Code requirements and all other applicable laws and reuulation · reQarding workers' compensation payroll taxes, FICA, tax withholding and similar employmcnl-rclatcd requ irements. I further agree to defend, indemnify and hold the County of Alameda harmless from any and all loss or liabilily which may arise from the failure of the above-mentioned husiness to comply with all such laws or regulation .

09/24/ 20 Signat11re 1,J~ ~o~~-· n-e-r,~O~ffi~1~c~er~~~·~1r~e1J',7t'Y.~C:::c-r-or--o~t~h-~~l~'r7ii-1c7ip-a~l --~-~D7:~1\c-. --

fan l:lrcnnan 0\\11er/sole propietor Print.rrype Name Titk

TIU:. 11hcll'<' pas1111 hrrr authul'itv lo Mg n 011 /g/wl( of /lie colllmctinr, bu.vi11css. Thiv signi!d d1?claratfm1 i.~ par! 1,f 1hP c:ommo111· ~· f'''"!fof inswonce.

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Page 30 of37 Master Contract No. 901951 Procurement Contract No. 21086

EXIIlBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000). •

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

If there are any exceptions to this certification, insert the exceptions in the following space.

PRINCIPAL: =Ia=n=-=B=r=-=e=n=n=an""-----~~~- TITLE: Sole Proprietor

SIGNATURE: -----""=G=llWv=:~:=:~=::=:~:~.,~e-.. --- DATE: __1_1_1_21_2_0_2_0 ______Page31 of37 Master Contract No. 901951 Procurement Contract No. 21086

EXHIBITE

HIP AA BUSINESS ASSOCIATE AGREEMENT

This Exhibit, the HIPAA Business Associate Agreement ("Exhibit") supplements and is made a part of the underlying agreement ("Agreement") by and between the County of Alameda, ("County" or "Covered Entity") and Ian Brennan, ("Contractor" or "Business Associate") to which this Exhibit is attached. This Exhibit is effective as of the effective date of the Agreement.

I. RECITALS Covered Entity wishes to disclose certain information to Business Associate pursuant to the tenns of the Agreement, some of which may constitute Protected Health Information ("PHI");

Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed to Business Associate pursuant to the Agreement in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIP AA"), the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (the "HITECH Act"), the regulations promulgated thereunder by the U.S. Department of Health and Human Services (the "HIPAA Regulations"), and other applicable laws; and

The Privacy Rule and the Security Rule in the HIP AA Regulations require Covered Entity to enter into a contract, containing specific requirements, with Business Associate prior to the disclosure of PHI, as set forth in, but not limited to, Title 45 , sections 164.314(a), 164.502(e), and 164.504(e) of the Code of Federal Regulations ("C.F.R.") and as contained in this Agreement.

II. STANDARD DEFINITIONS

Capitalized tenns used, but not otherwise defined, in this Exhibit shall have the same meaning as those tenns are defined in the HIP AA Regulations. In the event of an inconsistency between the provisions of this Exhibit and the mandatory provisions of the HIPAA Regulations, as amended, the HIPAA Regulations shall control. Where provisions of this Exhibit are different than those mandated in the HIP AA Regulations, but are nonetheless pennitted by the HIP AA Regulations, the provisions of this Exhibit shall control. All regulatory references in this Exhibit are to HIP AA Regulations unless otherwise specified.

The following tenns used in this Exhibit shall have the same meaning as those terms in the HIP AA Regulations: Data Aggregation, Designated Record Set, Disclosure, Electronic Health Record, Health Care Operations, Health Plan, Individual, Limited Data Set, Marketing, Minimum Necessary, Minimum Necessary Rule, Protected Health Information, and Security Incident.

The following tem1 used in this Exhibit shall have the same meaning as that tenn in the HITECH Act: Unsecured PHI.

III. SPECIFIC DEFINITIONS

Agreement. "Agreement" shall mean the underlying agreement between County and Contractor, to which this Exhibit, the HIP AA Business Associate Agreement, is attached.

Page 32 of37 Master Contract No. 901951 Procurement Contract No. 21086 to a party to this Exhibit shall mean the Contractor identified above. "Business Associate" shall also mean any subcontractor that creates, receives, maintains, or transmits PHI in performing a function, activity, or service delegated by Contractor.

Contractual Breach. "Contractual Breach" shall mean a violation of the contractual obligations set forth in this Exhibit.

Covered Entity. "Covered Entity" shall generally have the same meaning as the term "covered entity" at 45 C.F .R. section 160.103, and in reference to the party to this Exhibit, shall mean any part of County subject to the HIP AA Regulations.

Electronic Protected Health Information. "Electronic Protected Health Information" or "Electronic PHI" means Protected Health lnfonnation that is maintained in or transmitted by electronic media.

Exhibit. "Exhibit" shall mean this HIPAA Business Associate Agreement.

HIPAA. "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191.

HIPAA Breach. "HIP AA Breach" shall mean a breach of Protected Health Information as defined in 45 C.F .R. 164.402, and includes the unauthorized acquisition, access, use, or Disclosure of Protected Health Information which compromises the security or privacy of such infonnation.

HIPAA Regulations. "HIPAA Regulations" shall h1ean the regulations promulgated under HIP AA by the U.S. Department of Health and Human Services, including those set forth at 45 C.F.R. Parts 160 and 164, Subparts A, C, and E.

HITECH Act. "HITECH Act" shall mean the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (the "HITECH Act").

Privacy Rule and Privacy Regulations. "Privacy Rule" and "Privacy Regulations" shall mean the standards for privacy of individually identifiable health infonnation set forth in the HIP AA Regulations at 45 C.F.R. Part 160 and Part 164, Subparts A and E.

Secretary. "Secretary" shall mean the Secretary of the United States Department of Health and Human Services ("DHHS") or his or her designee.

Security Rule and Security Regulations. "Security Rule" and "Security Regulations" shall mean the standards for security of Electronic PHI set forth in the HIP AA Regulations at 45 C.F.R. Parts 160 and 164, Subparts A and C.

IV. PERMITTED USES AND DISCLOSURES OF PHI BY BUSINESS ASSOCIATE

Business Associate may only use or disclose PHI:

B. As required by law; and

C. For the proper management and administration of Business Associate or to carry out the legal Page 33 of 37 Master Contract No. 901951 Procurement Contract No. 21086

responsibilities of Business Associate, provided the disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom the infonnation is disclosed that the information will remain confidential and used or further disciosed only as required by law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

V. PROTECTION OF PHI BY BUSINESS ASSOCIATE

A. Scope ofExhibit. Business Associate acknowledges and agrees that all PHI that is created or received by Covered Entity and disclosed or made available in any fonn, including paper record, oral communication, audio recording and electronic display, by Covered Entity or its operating units to Business Associate, or is created or received by Business Associate on Covered Entity's behalf, shall be subject to this Exhibit.

B. PHI Disclosure Limits. Business Associate agrees to not use or further disclose PHI other than as permitted or required by the HIP AA Regulations, this Exhibit, or as required by law. Business Associate may not use or disclose PHI in a manner that would violate the HIP AA Regulations if done by Covered Entity.

C. Minimum Necessary Rule. When the HIP AA Privacy Rule requires application of the Minimum Necessary Rule, Business Associate agrees to use, disclose, or request only the Limited Data Set, or if that is inadequate, the minimum PHI necessary to accomplish the intended purpose of that use, Disclosure, or request. Business Associate agrees to make uses, Disclosures, and requests for PHI consistent with any of Covered Entity's existing Minimum Necessary policies and procedures.

D. HIPAA Security Rule. Business Associate agrees to use appropriate administrative, physical and technical safeguards, and comply with the Security Rule and HIP AA Security Regulations with respect to Electronic PHI, to prevent the use or Disclosure of the PHI other than as provided for by this Exhibit.

E. Mitigation. Business Associate agrees to mitigate, to the extent practicable, any hannful effect that is known to Business Associate of a use or Disclosure of PHI by Business Associate in violation of the requirements of this Exhibit. Mitigation includes, but is not limited to, the taking ofreasonable steps to ensure that the actions or omissions of employees or agents of Business Associate do not cause Business Associate to c01mnit a Contractual Breach.

F. Notification ofBr each. During the term of the Agreement, Business Associate shall notify Covered Entity in writing within twenty-four (24) hours of any suspected or actual breach of security, intrusion, HIP AA Breach, and/or any actual or suspected use or Disclosure of data in violation of any applicable federal or state laws or regulations. This duty includes the reporting of any Security Incident, of which it becomes aware, affecting the Electronic PHI. Business Associate shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized use or Disclosure required by applicable federal and/or state laws and regulations. Business Associate shall investigate such breach of security, intrusion, and/or HIPAA Breach, and provide a written report of the investigation to Covered Entity's HIPAA Privacy Officer or other designee that is in compliance with 45 C.F .R. section 164.410 and that includes the identification of each individual whose PHI has been breached. The report shall be delivered within fifteen (15) working days of the discovery of the breach or unauthorized use or Disclosure. Business Associate shall be responsible for any obligations under the HIP AA Regulations to notify individuals of such breach, unless Covered Entity agrees otherwise.

Page 34of37 Master Contract No. 901951 Procurement Contract No. 21086

G. Agents and Subcontractors. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from, or created or received by Business Associate on behalf of Covered Entity, agrees to the same restrictions, conditions, and requirements that apply through this Exhibit to Business Associate with respect to such infonnation. Business Associate shall obtain written contracts agreeing to such terms from all agents and subcontractors. Any subcontractor who contracts for another company's services with regards to the PHI shall likewise obtain written contracts agreeing to such terms. Neither Business Associate nor any of its subcontractors may subcontract with respect to this Exhibit without the advanced written consent of Covered Entity.

H. Review ofR ecords. Business Associate agrees to make internal practices, books, and records relating to the use and Disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity available to Covered Entity, or at the request of Covered Entity to the Secretary, in a time and manner designated by Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the HIPAA Regulations. Business Associate agrees to make copies of its HIP AA training records and HIP AA business associate agreements with agents and subcontractors available to Covered Entity at the request of Covered Entity.

I. Pe1forming Covered Entity 's HIPAA Obligations. To the extent Business Associate is required to carry out one or more of Covered Entity's obligations under the HIP AA Regulations, Business Associate must comply with the requirements of the HIP AA Regulations that apply to Covered Entity in the perfonnance of such obligations.

J. Restricted Use ofPHI/or Marketing Pwposes. Business Associate shall not use or disclose PHI for fundraising or Marketing purposes unless Business Associate obtains an Individual's authorization. Business Associate agrees to comply with all rules governing Marketing communications as set forth in HIP AA Regulations and the HITECH Act, including, but not limited to, 45 C.F.R. section 164.508 and 42 U.S.C. section 17936.

K. Restricted Sale ofPHI. Business Associate shall not directly or indirectly receive remuneration in exchange for PHI, except with the prior written consent of Covered Entity and as pennitted by the HITECH Act, 42 U.S.C. section 17935(d)(2); however, this prohibition shall not affect payment by Covered Entity to Business Associate for services provided pursuant to the Agreement.

L. De-Identification ofPHI. Unless otherwise agreed to in writing by both parties, Business Associate and its agents shall not have the right to de-identify the PHI. Any such de identification shall be in compliance with 45 C.F.R. sections 164.502(d) and 164.514(a) and (b) .

M. Material Contractual Breach. Business Associate understands and agrees that, in accordance with the HITECH Act and the HIP AA Regulations, it will be held to the same standards as Covered Entity to rectify a pattern of activity or practice that constitutes a material Contractual Breach or violation of the HIP AA Regulations. Business Associate further understands and agrees that: (i) it will also be subject to the same penalties as a Covered Entity for any violation of the HIP AA Regulations, and (ii) it will be subject to periodic audits by the Secretary.

VI. INDIVIDUAL CONTROL OVER PHI

A. Individual Access to PHI. Business Associate agrees to make available PHI in a Designated Record Set to an Individual or Individual's designee, as necessary to satisfy Covered Entity' s obligations under 45 C.F.R. section 164.524. Business Associate shall do so solely by way of coordination Page 35 of 37 Master Contract No. 901951 Procurement Contract No. 21086

with Covered Entity, and in the time and manner designated by Covered Entity.

B. Accounting ofDisclosures . Business Associate agrees to maintain and make available the information required to provide an accounting of Disclosures to an Individual as necessary to satisfy Covered Entity's obligations under 45 C.F.R. section 164.528. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.

C. Amendment to PHI. Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 C.F.R. section 164.526, or take other measures as necessary to satisfy Covered Entity's obligations under 45 C.F .R. section 164.526. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.

VII. TERMINATION

A. Termination for Cause. A Contractual Breach by Business Associate of any provision of this Exhibit, 'as determined by Covered Entity in its sole discretion, shall constitute a material Contractual Breach of the Agreement and shall provide grounds for immediate tennination of the Agreement, any provision in the Agreement to the contrary notwithstanding. Contracts between Business Associates and subcontractors are subject to the same requirement for Tennination for Cause.

B. Termination due to Criminal Proceedings or Statutory Violations. Covered Entity may terminate the Agreement, effective immediately, if (i) Business Associate is named as a defendant in a criminal proceeding for a violation of HIP AA, the HITECH Act, the HIP AA Regulations or other security or privacy laws or (ii) a finding or stipulation that Business Associate has violated any standard or requirement of HIP AA, the HITE CH Act, the HIP AA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which Business Associate has been joined.

C. Return or Destruction ofPHI. In the event oftennination for any reason, or upon the expiration of the Agreement, Business Associate shall return or, if agreed upon by Covered Entity, destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the PHI. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate.

If Business Associate detennines that returning or destroying the PHI is infeasible under this section, Business Associate shall notify Covered Entity of the conditions making return or destruction infeasible. Upon mutual agreement of the parties that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Exhibit to such PHI and limit further uses and Disclosures to those purposes that make the return or destruction of the infonnation infeasible.

VIII. MISCELLANEOUS

A. Disclaimer. Covered Eptity makes no warranty or representation that compliance by Business Associate with this Exhibit, HIP AA, the HIP AA Regulations, or the HITECH Act will be adequate or satisfactory for Business Associate's own purposes or that any information in

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Business Associate's possession or control, or transmitted or received by Business Associate is or will be secure from unauthorized use or Disclosure. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of PHI.

D. Survival. The respective rights and obligations of Business Associate with respect to PHI in the event of termination, cancellation or expiration of this Exhibit shall survive said tennination, cancellation or expiration, and shall continue to bind Business Associate, its agents, employees, contractors and successors.

F. Governing Law. The provisions of this Exhibit are intended to establish the minimum requirements regarding Business Associate's use and Disclosure of PHI under HIP AA, the HIP AA Regulations and the HITECH Act. The use and Disclosure of individually identified health information is also covered by applicable California law, including but not limited to the Confidentiality of Medical lnfonnation Act (California Civil Code section 56 et seq.). To the extent that California law is more stringent with respect to the protection of such information, applicable California law shall govern Business Associate' s use and Disclosure of confidential infonnation related to the performance of this Exhibit.

G. Interpretation. Any ambiguity in this Exhibit shall be resolved in favor of a meaning that permits Covered Entity to comply with HIP AA, the HIP AA Regulations, the HITECH Act, and in favor of the protection of PHI.

This EXHIBIT, the HIPAA Business Associate Agreement is hereby executed and agreed to by CONTRACTOR:

Name: Ian Brennan

By (Signature): ----~G,__llMA-_:~::=:6-~~:9~~-.'.-'· 7=E-... ------Print Name: Ian Brennan

Title: Sole Proprietor

Page 37 of 37 Master Contract No. 901951 Procurement Contract No. 21087

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement, dated as of D~Q.'1Y\\£,{ \S, 202.0, is by and between the County of Alameda, hereinafter referred to as the "County", and Mind Matters LLC, hereinafter referred to as the "Contractor".

WITNESSETH

Whereas, County desires to obtain behavioral health care training services which are more fully described in Exhibit A hereto ("Definition Services"); and

Whereas, Contractor is professionally qualified to provide such services and is willing to provide same to County; and p I Now, therefore it is agreed that County does hereby retain Contractor to provide tJ behavioral health care training services, and Contractor accepts such engagement, on the 0 General Terms and Conditions hereinafter specified in this Agreement, the Additional d\ Provisions attached hereto, and the following described exhibits, all of which are -1 incorporated into this Agreement by this reference:

The term of this Agreement shall be from October 1 , 2020 through June 30, 2022.

The compensation payable to Contractor hereunder shall not exceed the pooled amount of Forty-Nine Thousand Five Hundred dollars ($49 ,500) 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 MIND MATTERS LLC

By: Signature Signature

Name: _._?l...._._\ -="-~\ru...=...fi-=6_\)-"-=CL_A """'-"-\~..______Name: Deepa Abraham (Printed) (Printed)

Title: President of the Board of Supervisors Title: President

Date: ______((. ~·2-e;~ _

Approved as to Form: DONNA R. ZIEGLER, County Counsel

By signing above, signatory warrants and represents that he/she executed this lrDocuSlgned by: Agreement in his/her authorized By: ______:l:_S_.;Jf..,..,E""'ai"""aP ...o~~wc!J~.,----- capacity and that by his/her signature K. Scott Dickey, on this Agreement, he/she or the entity Assistant County Counsel upon behalf of which he/she acted, executed this Agreement

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GENERAL TERMS AND CONDITIONS

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.

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2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to injury to or destruction of property, including the loss therefrom, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the performance of this agreement (collectively "Liabilities") except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee. The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder. The obligations of this indemnity shall be for the full amount of all damage to County, including defense costs, and shall not be limited by any insurance limits.

In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the Alameda County Employees' Retirement Association (ACERA) or California Public Employees' Retirement System (PERS) to be eligible for enrollment in ACERA and PERS as an employee of County, Contractor shall indemnify, defend, and hold harmless County for the payment of any employee and/or employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of County.

3. INSURANCE AND BOND: Contractor shall at all times during the term of the Agreement with the County maintain in force, at minimum, those insurance policies and bonds as designated in the attached Exhibit C, and will compI y with all those requirements as stated therein. The County and all parties as set forth on Exhibit C shall be considered an additional insured or loss payee if applicable. All of Contractor's available insurance coverage and proceeds in excess of the specified minimum limits shall be available to satisfy any and all claims of the County, including defense costs and damages. Any insurance limitations are independent of and shall not limit the indemnification terms of this Agreement. Contractor's insurance policies, including excess and umbrella insurance policies, shall include an endorsement and be primary and non-contributory and will not seek contribution from any other insurance (or self-insurance) available to County. Contractor's excess and umbrella insurance shall also apply on a primary and non contributory basis for the benefit of the County before County's own insurance policy or self-insurance shall be called upon to protect it as a named insured.

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6. CONFORMITY WITH LAW AND SAFETY:

b. Accidents: If a death, serious personal injury, or substantial property damage occurs in connection with Contractor's performance of this Agreement, Contractor shall immediately notify the Alameda County Risk Manager's Office by telephone. Contractor shall promptly submit to County a written report, in such form as may be required by County of all accidents which occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of Contractor's sub-Contractor, if any; (3) name and address of Contractor's liability insurance carrier; and (4) a detailed description of the accident and whether any of County's equipment, tools, material, or staff were involved.

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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).

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

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

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.

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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" ofthis Agreement have been fully performed or paid for.

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 Page 7of38 Master Contract No. 901951 Procurement Contract No. 21087

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.

Overnight Delivery: When delivered by overnight delivery (Federal Express/Airborne/United Parcel Service/DHL WorldWide Express) with charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service. Telex or facsimile transmission: When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice, notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 5:00 p.m. (recipient's time) or on a non-business day.

Addresses for purpose of giving notice are as follows:

To County: COUNTY OF ALAMEDA 2000 Embarcadero, Suite 302 Oakland, CA 94606 Attn: Lori DeLay, ACBH Training Officer

To Contractor: MIND MATTERS, LLC. 7080 Donlon Way, Suite 104 Dublin, CA 94568 Attn: Deepa Abraham, PhD, President

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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.

d. Contractor shall recruit vigorously and encourage minority ~ and women owned businesses to bid its subcontracts.

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

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f. The Contractor shall include the provisions set forth in paragraphs A through E (above) in each of its subcontracts.

16. DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply with the County's policy of maintaining a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code§ 812, including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any County facility or work site. If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site, the Contractor within five days thereafter shall notify the head of the County department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach of this Agreement.

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 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.

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21. SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICWATION:

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

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

c. 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 business(s) 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 & Reporting (OCCR). Further approval from the Board of Supervisors may also be required.

22. FIRST SOURCE PROGRAM: For contracts over $100,000, Contractor shall provide County ten (10) working days to refer to Contractor, potential candidates to be. considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the County that Contractor has available during the contract term before advertising to the general public.

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23. CHOICE OF LAW: This Agreement shall be governed by the laws of the State of California.

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.

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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.

b. Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without County's prior written approval.

31. SUR VIV AL: The obligations of this Agreement, which by their nature would. continue beyond the termination on expiration of the Agreement, including without limitation, the obligations regarding Indemnification (Paragraph 2), Ownership of Documents (Paragraph 11), and Conflict of Interest (Paragraph 12), shall survive termination or expiration.

33. PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software ("Contractor Products") provided to County under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, "Losses") arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County will: (1) notify Contractor promptly of such claim, suit, or Page 14of38 Master Contract No. 901951 Procurement Contract No. 21087

EXTENSION: This agreement may be extended for by mutual agreement of the County and the Contractor.

[END OF GENERAL TERMS AND CONDITIONS]

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EXHIBIT A

DEFINITION OF SERVICES

1. Contractor shall provide behavioral health training services with the Specific Requirements, Deliverables/Reports, and Description of Services set on this Exhibit A, consisting of the following:

Exhibit A-1 Specific Requirements Exhibit A-2 Deliverables/Reports Exhibit A-3 Description of Services

2. Contractor project team will consist of the following Key Personnel and subcontractors, as applicable during the contract term:

Key Personnel Title Phone Email Deepa Abraham PhD President (925) 803 1133 [email protected]

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3. The approval of County to a requested change shall not release Contractor from its obligations under this Agreement.

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EXHIBIT A-1

SPECIFIC REQUIREMENTS

1. Based on ACBH needs, Contractor may be asked to provide one or more training services in the following areas:

a. Customized design and delivery of behavioral health-focused training that provides staff (both clinical and nonclinical staff) with skills-based and outcomes oriented training.

b. Design of training materials (instructor led and/or online) with licensing rights.

c. Trainings in the following topics: L Career assessment I psychological assessment n. Cognitive-behavior therapy & stress management 111. Conflict resolution iv. Psycho-diagnosis (differential diagnosis) v. Report writing I training manuals

2. The Contractor shall be able to work with the ACBH Training Unit (TU) to provide and deliver customized training as needed by ACBH units and outside community-based organizations.

7. The Contractor shall provide ACBH with rights to reproduce materials for class participants at no additional cost to ACBH.

8. If the vendor supplies additional handouts or printed material, ACBH prefers they are printed double-sided and on minimum 30% post-consumer recycled content paper whenever possible (100% recycled paper is preferable). Vendors are encouraged to make materials available to students electronically as well.

9. Full day classes are usually held from 9:00 a.m. to 4:30 p.m. with one hour for lunch and two fifteen (15) minute breaks, for a total of 6 hours minimum/day of instruction time. Half-day classes are generally held for 4 hours, from 9:00 a.m. to 1:00 p.m. or 1:00 p.m. to 5:00 p.m., or a minimum of 3 hours of instruction time.

IO.Classes will be provided up to an estimated one hundred twenty (120) hours per fiscal year, to be shared among a pool of trainers per their expertise, cost and availability (to be scheduled at the discretion of TU).

11.Late and Cancellation Penalties. The provision of reliable classes that start on schedule is a material term of the contract. Cancellations and late starts of a class have a negative financial impact on ACBH.

12.Late Penalties: For each scheduled class that does not begin within thirty 30 minutes of the scheduled start time, Contractor shall be charged a penalty of 25% of the cost of the session. If a scheduled class does not begin until 31 minutes or later than the scheduled start time ACBH may notify the Contractor the class is considered cancelled and cancellation penalties may be applied.

13.Cancellation Penalties: For classes that fail to happen as scheduled, without notice or with less than 14 day notice, Contractor shall be charged a penalty of 50% of the cost of the session. Notice given after 5:00 p.m. on any business day or on a weekend will be considered given at 8:00 a.m. on the next business day.

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EXHIBIT A-2

DELIVERABLES/REPORTS

All class average scores that fall below the acceptable 4.0 out of 5 .0 rating may be addressed with a written plan of action provided by the Contractor. The individual learner's evaluation forms should be attached to the Progress Report. The TU shall keep original participant evaluation forms and give copies to the Contractor. Forms utilized will be mutually agreed upon by the TU and the Contractor.

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EXHIBIT A-3

DESCRIPTION OF SERVICES

1. Description of Service Coordination

i. The identification of training priorities that increase performance capabilities to meet client, family, departmental, organizational, and system needs; and

u. Improving the alignment of system-wide training activities to maximize individual and team learning, resources, and desired outcomes; and

111. Creating and utilizing a training evaluation methodology that measures individual, team/program, and organizational outcomes.

b. The training leadership and administration will ensure full adoption of County training protocols including:

i. The timely submission of updated supporting documentation; and

11. Using the specified training format; and

111. Collecting on-going feedback from participants regarding current and future training needs.

2. Contractor will provide County staff (both clinical and non-clinical staff) with skills based and outcomes-oriented training.

3. Contractor will provide instructors to deliver one or more of the following trainings:

• Career assessment I psychological assessment • Cognitive-behavior therapy & stress management • Conflict resolution • Psycho-diagnosis (differential diagnosis) • Report writing I training manuals

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4. In collaboration with County, Contractor will:

a. Assess, identify, and prioritize training needs/schedule; and

b. Analyze and summarize training evaluations for each training/trainer.

5. Contractor will be responsible for coordinating all aspects stated above including:

a. Scheduling and coordinating fiscal paperwork with trainers;

b. Developing and distributing training announcements;

c. Tracking and providing Continuing Education credits, when possible;

d. Copying and distributing handouts;

e. Making training packets;

f. Training registration;

g. Trainer audio visual needs on site for in person trainings; and

h. Technical needs for online trainings.

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EXHIBITB

PAYMENT TERMS

Description Estimated Vear 1 Cost Year 2 Cost Total Annual 2-year Hours Cost Hourly Rate Cost Hourly Rate Cost Training Service Staff Year 1 Year 1 Year2 Year 2 1. Staff Trainer: Psychologist {doctoral level: PhD, PsyD, 66 $375 $24,750 $375 $24,750 $49,500 or Ed.DJ

Above rates include all other costs and taxes, including direct and indirect costs, such as but not limited to, administrative support, travel, printing, online services, and materials.

COUNTY OF ALAMEDA Behavioral Health Department 2000 Embarcadero, Suite 302 Oakland, CA 94606 Attn: Lori DeLay, Training Officer Email: lori.delay@ac gov.org

4. Total payment under the terms of this Agreement will not exceed the pooled amount of Forty-Nine Thousand Five Hundred Dollars ($49,500). This cost includes all taxes and

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all other charges. Contractor understands and acknowledges that this contract is one of a pool of contracts with a not-to-exceed total amount of $49 ,500. Contractor understands and acknowledges that it is one of a number of contractors receiving payment from the not-to-exceed amount for the same or similar services. The parties agree that the total compensation payable to the pool of Contractors under the pool of contracts designated by County shall not exceed $49 ,500.

6. Final invoices must be submitted for payment within 90 days after the end of the term of this Agreement. Invoices submitted later than 90 days will not be paid.

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EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS Wdtx:>ut limiting 'ir!Yother OOligatioo or labdity lMel' tiis Agreement, the Cmtrador, at its sole ~ 'irtd expense, shall sea.re and keep i'I force cii" the entire term dthe be · bebv, the fol · limits and enOO!semenfs:

A $1,000.000 per occurrence (CSL) Bodily Injury and Property Damage

B Commercial or Business Automobile liability $1,000,000 per ocrurrence (CSL) All owned vehicles, hired or leased vehicles, non-owned, borrowed and Any Auto permissive uses. Personal Automobile liability is acceptable for Bodily Injury 'irtd Property Damage inarvidual contractors with no trans · or haur related activities ' ompensation (WC) and Employers liability (EL) WC: S1atutory Limits au oontractors with em ees EL $1 ,000 ,000 r accident for bodi or disease Professional LiabilityfErrora & Ominiona $1,000,000 per occurrence Includes endorsements of contractual liability and defense and $2,000,000 project aggregate indemnification of the Coon E Endorsements and Conditions:

1. AODITlONAL INSURED: All insurance required above with the exception of Professional liability, Ccmmercial or Business Automobile liability, Workers' Compensation and Employers liability, shall be endorsed to name as additional insured: County of Alameda, its Board of Supervisors. the individual merri.lers thereof, and all County officers, agents. employees, volunteers. and representatives. The Additional Insured endorsement shall:be at least as broad as ISO Form Number CG 20 38 04 13. 2. DURATION OF COVERAGE: AU required insurance shall be maintained during the entire term of the Agreement. In addition, Insurance policies and coverage(s) written.on a claims-made basis shall be maintained during the entire term of the Agreement and until 3 years following the later of termination of the Agreement and acceptance of au work provided under the Agreement, with the retroactive date of said insurance {as may be applirable) concurrent with the commencement of activities pursuant to this Ag reernent. 3. REDUCTION OR LIMIT OF OBLIGATION: All insurance policies, including excess and umbrella insurarx;e poftcies, shall inci.tde an endorsement and be primaJY and non-conlritMory and wi ll not seek cootribuOOo from arfof other insurance {or self insurance) available to the County. The primary and l'IOl'\-COOlributory endorsement shall be at least as broad as ISO Form 20 01 04 13. Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractor's contractual obligation to indermify and defend the Indemnified Parties . 4. INSURER FINANCIAL RA TING: Insurance shall be maintained through an insurer with a A. M.. Best Rating of no less than A:Vll or equivalent, shall be admitted to the State 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. My 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 au sli>contractors as an insured (covered party) under its policies or shall verify that the subcontractor, under its own policies and endorsements. has cooiplied with the insurance requirements in this Agreement, i1cluding this Exhibit. The additional Insured endorsement shall be at least as broad as ISO Foon Number CG 20 38 0413. 6. JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be provided by one 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 po!icies. Coverage shall be at least as broad as in the ISO Forms named above. - Joint :insurance program with the association, partnership or other joint business venture included as a "Named Insured~. 7. CANCELLATION OF INSURANCE: All insurance shall be required to provide thirty (30) days advance written notice to lhe County of cancellation. 8. CERTIFICATE OF INSURANCE: Before coornencing operatioos. under 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 r ·red insurance cies. The ired cerlificat s and endorsements must be sent as set forth in the Notices Cettificale C-2 Page 1of 1 Foon 2003-1 {Rev. 1!15114)

Page 25of38 Master Contract No. 901951 Procurement Contract No. 21087

- ·· --~~11 ~ IDATE (llMCIOM"t'\'l ~ ...... , ~~ CERTIFICATE OF LIABILITY INSURANCE 00/14/2020 THIS CERTIFICATE 1$ ISSUEO AS A MATTER OF INFORM.\ TION ottlY AND CONFERS NO RIGHTS UPON THE CERTIFiCA TE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMA'TlvaY OR IEGATIYB.Y AMEND. EXTE'HD OR ALTER Tlil!! CO'YERAGI; Aff'QROEO 8Y 'TME POLICES 8El..OW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE. ISSIJING IHSUl!lll!ft(S), AUrHORIZB> REPRESENTAT!Ve ~ PIWOU¢ER. ANO TME ~Tli:ICATC MOLOISJl IMPORTANT: • the eeitlflcata holelar i. an ADOmONAL INSURED, die pollcy!lesl mUS( be fildonled. If SUBROGATIONIS WAIVED, t\I~~ tot~,..,,,. and condltl- oltll• policy, C4trtain polieia may Nqlli~ an~ . A t!tatl!ment on this certificate does not c;onttr right$ to iM cwltftcllle holder In llou of •ucl! 9'ldo11M111Mntf•l· ""OCUCat COHTACT INTERll'A:;ST INSURANCE SVCS U.CIPHS 1 ...... , f'HONC (666) 4'67.&730 rAX . (838) «3-6112 :5712~94 INC, No. e.>J: WC:.NoJ: The Hallford Bumes& SelVice Center 3600 WiMman 811.OONtllTION:; Of' SUCk POLICll!S. UMrrs Si'iOYlff Uo\Y HAYE BEEN REDUCED (f'( PAIO Cl.AIMS. ADDL ~ llCUCVEXI' ~ ~ ()~ tl!IUllANCE ..... l'OUO't'NU•- l'OUCY••I'" LMlll ··-- ··-- -·--~,,.,,,.. COMMENCW. GE!iiEAAL U..•lll!Y ~AQIQCCl,IRM!lllCI! $2.000,000 >- DAIMOETORH<•cu S1.000,000 .... g~~~0~ ·--··- . ..;. x nenil Lilbilily t.llDOl $10,000 A. x !!J7 SBM AXOll30 11118!201 9 11f!tll2(]2{1 PERSOHAI. & AfN lllAJRV $2 ..000.000 GEN\. AGGRC x r~~ ~ ,_ J\IJT06 - AUTOS (Pft..,..,....f ,_ INllREllA UAll 11Aci. OC'Cl.IJIA£NCE eJtcnsUAB H~;MACE - AGGREG'-TE PED! IREt~ $ WO- !:;'~" · ---OYi-~P.MJTV 1:~~ .... I /oK'f YI~ Ii L. ~H i\CCIC!l

Dl!IC-llt11'UlF~1IOJll /UlCA»ON$ / WlllCU..SIACQl'tO lOl,Add-M--*1to.....,i.-dr _ _,....11'°"'*tllj ThoM utlJSll to lhe Jnsuff!d's OpetallOM. County or Alaml!!da its Bollld or SUPf!rvlsar.s, 1Mivl!lua111111!t'th!trs. lh11reot. CDUllty Otncetll. aganls. ~loyaas, volunteers and represenlalves are addillonal Insured par the Bur.lnetl$ Uabllly Coverage Form SS0008 attadlatl to thla polley. ·--wn1 l'lllD rAaJrt::t I ..Tll"llll COUNTY OF A.LAMEDA SHOULD ANY OF Tie: Al!IOW: Ol!:SCIUl!l!O l'OUCl!S BC CANCELLED ALA.Ms;JA COUNTY satAVlORAL 8l!f'ORE THE EXPIAATIOff .DAT!! ! ttl!lllml', NOTICI! Wll.L BE Dfl.lllEREll H l:AL TH CARE SERVICES IN ACCOADANCe: 'MT:H THI! POUCY P!IOVIMONS. 1900 Er.&IRCADERO ST£ 205 mnlOAIZBl REPRE5El

Page 26of38 Master Contract No. 901951 Procurement Contract No. 21087

OA~ CERTIFICATE OF LIABILITY INSURANCE I 101U612{}20 TIU CERTFICATE IS ISSUED AS A MATIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON TIIE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND. EXTEND OR ALTER T HE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIACATE OF INSURANCE DOES NOT CON·STfTUTE A CONTRACT BETWEEN THE ISSUlfG INSURER(S). AUTHORIZED REPRESENTATIVE OR PRODUCER. ANO THE CERTIFICATE HotOER_

IMPORTANT: If the c.rtifi~ holder is an ADDmONAL INSURED. the policy(iM} must be e11dotsN. If SUBROGATION IS WAIVED. s~ to the tenns and conditions of the policy, c:ettlin .~ may requif"e <111 endorffment. A ~t on th rs certificate does not confer rights to the certificaR holder in lieu of such endoBem9t(s}.

~ Trust Risk Ma~ Services.• Inc. doina business in CA ;u; TRMS -Inc

lnsl.lt'illl'lat Agency INC. Ne. ExO: 177.11~7.l'TOO 119i Paysphere Circle - Chicago, R. 6067' --AtJClfllHt: -

MIUllEO Mind lllltiBs. lLC 7080 Donlon Way, Ste 104 Dublin. CA 94561 2788 llllURBIO:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: TIQS IS TO CERTIFY THAT THE ?OUCIESOF INSURANCE LISTED BELOW KAVE BEEN ISSUED TO THE INSURED NMIEDl\!IOVE FOR THE POLICY PERIOD ltDCATED.. ffOTW!TtlSTMIDINGNfY.REQUlf(fMENT. TERM OR C~ION OF Aliff CONIBACT OR OTHER DOCUMENT WITH .RESPECT TO WHICH THIS CERTIFICATE MAY l!E ISSUED OR MAY PEf\TAJN, THE INSUl\ANCE Al'FOftDEO BY THE POOCIES ll\ESCl'\ll!EO HERE»l•IS SlleJECT TO AU. THE TERMS, EXct.IJS!ONS MIOCONDIT!ONS OF mtOi ?OLICIES. l.IMITS ShOIMt MAY HAVE !lfEN REDUCED 1!Y PAID CLAWS. ·UR COWMERCW. l:lEllEIVL IJASILITY i:W.11\GETO !lEHTEC :oQMJ$- Oocmm FIUiM3ES{Eaoc:i•••••ftl

l!OOLY INJURY~ Pl'!QPERTY .rw..w;;e· ( fief' · ~

.-UUM HOCCU< ~ EltCEDUM ~E om I IF!ETeffiON,

-~AOOll - EllPl.m'ERl l.WllUTI' y 111 11 1 .t. ,-~-1WTM~El

-Of'OPERATIQIA 11.CCATJOld I YEHIC1.£•1M:ORDtOt.AilM!o1U1Ul--. --...._IJ ___ _

County of Alameda, Its l!<:latd of Superviso~ The Individual Member!> There()f, and all County Officers, Agents, Employees and Representative$ are intluded a.s additional lns,ureds. CERTIFICATE HOLDER CANCELLATION Alameda Coorrty llehavioral Health Care Services $1'fOUU) ANY Of TII£ ABOVE 0£SCRl6Ell POLICIES BE CANCEUEO BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL 8£ DELIVEllED CQunty of Alalt14fda Ill ACCORDANCE WlTK Y ION$. 2000 Embarcadero, SIJ!ite 101 Oakland, CA 94606

Page 27of38 Master Contract No. 901951 Procurement Contract No. 21087

County of Alamldll Request for m.urance Wa!vef or Change (To be compltted by ti. Contncling Dlpmmtnt} Fax or OIC to: Risk Ma11a(lement Uni! Fax 272-6815 or 2-6815 f OIC 28505

Attl.: contact Review: f>hOll$: _____ (Sr. Risk & lnsur!llC$ Analyst)

Name: Oept: - ·~· ------RlOne: QIC; Fax: ___ _

Dated Request Aloount ofContact T~rm,~~c~~- ...- ...... _.....,., ,. Name ci Conl11M:tor: ~A ~~-" 11.1...... ,.., """"' ,c:,._,,. {..(..._C__

1. What do you want to waive or change ~we amt Cochangt)? a) Cove~e (s~ Genera Uabiity _ Auto liablily _ Protesslol!al l.iablity__ Wolke£$' Comp ,,/ Otner Required C

b) Chang& ii Limits: Gene-al Liability: From $1 ,000,000 lo$ _ ____ per oocumince Auto Liabiiy: From $1,000.COO k> $ per ocautrence Professional Uabity: From $1 ,000,llOO lo$ per clalm OllerCo~ li mi\$ : ------c) Reaso1t MfNb A.i..*'1'"'f'e1L~ UC ~ ~ ~ ~c..t:-~.

2. Request for rrne Waiver; Covera;e(s) ______List# of days f'&t1Je$!ed ___ _ {This al.OW$ COnlractor lime to bind Ile insurance before ll1e coom tetm begfn$)

3. For Woriun' Compensation Waiver, please have Contractor sign the separa(e Worker1>' Ccn1*'1$8lion Wrltttri Declaration of Compliance.

4. Pluse attach a copy of the Scope of S11Mc:11 • .,._.,.,._. •..,..,._ ... .._,... •....-..~~.,...~-..:WJO;ri ...... -.W-."*'>HH•*il":t0Jdr.•H:1tt.ii.Wll:nfl...,,.....,.H>•••..., ..•M:&U1t1t1 _1u1J1.J::itfa_ij_Hf_, u.-....

This Secion to be ~eted by Risk~ Identify Risk fa~: ------~------WaiYv. Graited__ Denied__ Change: Granted__ Defied__

Considerations: A Veildor!O>.nwcfo< ~ i'rog1lllll ltas beert deve/Cf'l'd fO< coolract!lro imo do oot haw or carm dordtbe rsqW8d irlwraml. ,_.a~ 111' R4k ~ Unlltf ~ iflfoim«ioo.

l\ev:12iM7

...... -·------

Page 28of38 Master Contract No. 901951 Procurement Contract No. 21087

County of Alameda Workers' Compensation Written Declaration of Compliance (To be compleRd by the Conluctclj

AmountofCOntract: ______TermolContrac t ______

Name of Contracklr: __~__ tr_e_"C>_J. __ ~___ l~__ ...... __M_t._tv_r>_i<'1 __ -+_7_,_~e_~_~_t.t..._c_

For Workers' Compensation, please have Contractor sign this declaratlon If applicable:

Declaration: With respect to the above-mentioned business, I hereby warrant that the business has no employees other than the owners, officers, directors, partners or other principals who have elected to be exempt from Workers' Compensation coverage in accordance with California law. I further warrant that I understand the requirements of the California Labor Code, including without limitation those stated in Labor Code Section 3700, et seq., with respect to providing Workers' Compensation coverage for any employees of the above mentioned business. l agree to comply with the Labor Code requirements_and all other applicable laws and regulations regarding workers' compensation, payroll taxes, FICA, tax withholding and similar employment-related requirements. I further agree to defend, indemnify and hold the County of Alameda harmless from any and all loss or liability which may arise from the failure of the above-mentioned business to comply with all such laws or regulations.

Signature.__ ~""-_ -_.__i:::::.- - ~ ___ '---______..;._ '"'· ___ ''l·'°)-0_ Owner, Officer. Director, Partner or other Principal Date

Print/fype Name

The above person has authority to sign on behalfof th e con/racting business. This signed declaration is part ofthe conlractor :t proofof insurance,

· Page 29 of 38 Master Contract No. 901951 Procurement Contract No. 21087

'< ' I • .,h ,j I ,i, , "It, , 1

l'lloM tS77) 63 7-9700 FAX (377) 151 -51 1!

October 07, 2020

Deepa Abraham dba Be Well 7000 Donlon Way Ste 104 Dubfin, CA 94568 2788

RE: Your Trust Sponsored Professiooal Liability Insurance Policy# 7SG26144206

Dear 0eepa Abraham dba Be Well:

Thank you for your support of the Trust Sponsored Professional Liabilily Program.

The requested change to your professional liabifity coverage has been proteSSed and your policy !las been endofsed to rafted this change. All applicable taxes ardor fees are included in any premium charge shown on the endorsement.

Enclosed please find a cq>y of the endorsement toon. Please be sura to review this endorsemeot carefully and attach it to your original policy documents lor tile above referenced policy.

Should you nave trrJ queslioos regarcting tills correspondence, or for addltiooal infomlation regarding further membersllip benefis and other memberShip insurance cptioos, please be sure to cootact us at 1.877.637.9700. OUr professional staff Is available to assist you Mooday-F riday 8.:30al'TH>:OOpm (est) or visit our website at www.lrustinsurance.com. You may also email us your QUeS!ions at [email protected].

Sincerely,

Trust Risk Managermnt Services, Inc. oomg business in CA as TRMS insurance Ai)Mcy

247

Page 30of38 Master Contract No. 901951 Procurement Contract No. 21087

THIS EN.DORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named!~ Deepa Abraham dba Be well Pciicy Symbol Il'lllicy Number P

Additional Insured

It is agreed that in consideration of the premium charged, the individual(s) or enlily(ies) designated below shaU be an Insured. under Section Ill. PERSONS INSURED. but only with respect to such individual's or entity's liability arising solely out of an Incident caused by the sole negligence of another insured:

Additional Insured Address

The premium k>r this endorsemeflt is included ill the Additional Premium: prerniUm shcMln on the Declaratioos unless a specific aroount is shown here: Return Premium:

All other terms and conditions of this policy remain unchanged.

Authorized Agent

Page 31of38 Master Contract No. 901951 Procurement Contract No. 21087

EXHIBITD

COUNTY OF ALAMEDA

DEBARMENT AND SUSPENSION CERTIFICATION (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

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

H there are any exceptions to this certification, insert the exceptions in the following space.

CONTRACTOR: Mind Matters LLC

PRINCIPAL: Deepa Abraham TITLE: President

SIGNATURE:

Page 32of38 Master Contract No. 901951 Procurement Contract No. 21087

EXHIBITE

HIPAA BUSINESS ASSOCIATE AGREEMENT

This Exhibit, the HIP AA Business Associate Agreement ("Exhibit") supplements and is made a part of the underlying agreement ("Agreement") by and between the County of Alameda, ("County" or "Covered Entity") and Mind Matters LLC, ("Contractor" or "Business Associate") to which this Exhibit is attached. This Exhibit is effective as of the effective date of the Agreement.

I. RECITALS Covered Entity wishes to disclose certain information to Business Associate pursuant to the terms of the Agreement, some of which may constitute Protected Health Information ("PHr');

II. ST AND ARD DEFINITIONS

Capitalized terms used, but not otherwise defined, in this Exhibit shall have the same meaning as those terms are defined in the HIPAA Regulations. In the event of an inconsistency between the provisions of this Exhibit and the mandatory provisions of the HIPAA Regulations, as amended, the HIPAA Regulations shall control. Where provisions of this Exhibit are different than those mandated in the HIPAA Regulations, but are nonetheless permitted by the HIPAA Regulations, the provisions of this Exhibit shall control. All regulatory references in this Exhibit are to HIPAA Regulations unless otherwise specified.

The following term used in this Exhibit shall have the same meaning as that term in the HITECH Act: Unsecured PHI. ill. SPECIFIC DEFINITIONS

Agreement. "Agreement" shall mean the underlying agreement between County and Contractor, to which this Exhibit, the HIPAA Business Associate Agreement, is attached.

Page 33of38 Master Contract No. 901951 Procurement Contract No. 21087 mean any subcontractor that creates, receives, maintains, or transmits PIIl in performing a function, activity, or service delegated by Contractor.

Contractual Breach. "Contractual Breach" shall mean a violation of the contractual obligations set forth in this Exhibit.

Electronic Protected Health Information. "Electronic Protected Health Information" or "Electronic PHI" means Protected Health Information that is maintained in or transmitted by electronic media.

Exhibit. "Exhibit" shall mean this HIPAA Business Associate Agreement.

HIPAA. "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191.

HIPAA Breach. "HIPAA Breach" shall mean a breach of Protected Health Information as defined in 45 C.F.R. 164.402, and includes the unauthorized acquisition, access, use, or Disclosure of Protected Health Information which compromises the security or privacy of such information.

HITECH Act. "HITECH Act" shall mean the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (the "HITECH Act").

Privacy Rule and Privacy Regulations. "Privacy Rule" and "Privacy Regulations" shall mean the standards for privacy of individually identifiable health information set forth in the HIPAA Regulations at 45 C.F.R. Part 160 and Part 164, Subparts A and E.

Secretary. "Secretary" shall mean the Secretary of the United States Department of Health and Human Services ("DHHS") or his or her designee.

IV. PERMITTED USES AND DISCLOSURES OF PHI BY BUSINESS ASSOCIATE

Business Associate may only use or disclose PHI:

B. As required by law; and

V. PROTECTION OF Pm BY BUSINESS ASSOCIATE

A. Scope of Exhibit. Business Associate acknowledges and agrees that all PHI that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording and electronic display, by Covered Entity or its operating units to Business Associate, or is created or received by Business Associate on Covered Entity's behalf, shall be subject to this Exhibit.

C . Minimum Necessary Rule. When the HIPAA Privacy Rule requires application of the Minimum Necessary Rule, Business Associate agrees to use, disclose, or request only the Limited Data Set, or if that is inadequate, the minimum PHI necessary. to accomplish the intended purpose of that use, Disclosure, or request. Business Associate agrees to make uses, Disclosures, and requests for PHI consistent with any of Covered Entity's existing Minimum Necessary policies and procedures.

D. HfPAA Security Rule. Business Associate agrees to use appropriate administrative, physical and technical safeguards, and comply with the Security Rule and HIPAA Security Regulations with respect to Electronic PHI, to prevent the use or Disclosure of the PHI other than as provided for by this Exhibit.

E. Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or Disclosure of PHI by Business Associate in violation of the requirements of this Exhibit. Mitigation includes, but is not limited to, the taking of reasonable steps to ensure that the actions or omissions of employees or agents of Business Associate do not cause Business Associate to commit a Contractual Breach.

F. Notification of Breach. During the term of the Agreement, Business Associate shall notify Covered Entity in writing within twenty-four (24) hours of any suspected or actual breach of security, intrusion, HIPAA Breach, and/or any actual or suspected use or Disclosure of data in violation of any applicable federal or state laws or regulations. This duty includes the reporting of any Security Incident, of which it becomes aware, affecting the Electronic PHI. Business Associate shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized use or Disclosure required by applicable federal and/or state laws and regulations. Business Associate shall investigate such breach of security, intrusion, and/or HIPAA Breach, and provide a written report of the investigation to Covered Entity's HIPAA Privacy Officer or other designee that is in compliance with 45 C.F.R. section 164.410 and that includes the identification of each individual whose PHI has been breached. The report shall be delivered within fifteen (15) working days of the discovery of the breach or unauthorized use or Disclosure. Business Associate shall be responsible for any obligations under the HIPAA Regulations to notify individuals of such breach, unless Covered Entity agrees otherwise.

G. Agents and Subcontractors. Business Associate agrees to ensure that any agent, including a

Page 35of38 Master Contract No. 901951 Procurement Contract No. 21087

H. Review ofRecords. Business Associate agrees to make internal practices, books, and records relating to the use and Disclosure of PHI received from, or created or receive.cl by Business Associate on behalf of Covere.cl Entity available to Covered Entity, or at the request of Covered Entity to the Secretary, in a time and mant)er designated by Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the HlPAA Regulations. Business Associate agrees to make copies of its HIPAA training records and HIPAA business associate agreements with agents and subcontractors available to Covered Entity at the request of Covered Entity.

I. Performing Covered Entity's HIPAA Obligations. To the extent Business Associate is required to carry out one or more of Covered Entity's obligations under the HIPAA Regulations, Business Associate must comply with the requirements of the HIPAA Regulations that apply to Covered Entity in the performance of such obligations.

J. Restricted Use of PHI for Marketing Purposes. Business Associate shall not use or disclose PHI for fundraising or Marketing purposes unless Business Associate obtains an Individual's authorization. Business Associate agrees to comply with all rules governing Marketing communications as set forth in HIPAA Regulations and the HITECH Act, including, but not limited to, 45 C.F.R. section 164.508 and 42 U.S.C. section 17936.

K. Restricted Sale of PHI. Business Associate shall not directly or indirectly receive remuneration in exchange for PHI, except with the prior written consent of Covered Entity and as permitted by the HITECH Act, 42 U .S .C. section 17935(d)(2); however, this prohibition shall not affect payment by Covered Entity to Business Associate for services provided pursuant to the Agreement.

L. De-Identification of PHI. Unless otherwise agreed to in writing by both parties, Business Associate and its agents shall not have the right to de-identify the PHI. Any such de identification shall be in compliance with 45 C.F.R. sections 164.502(d) and 164.514(a) and (b).

VI. INDIVIDUAL CONTROL OVER PHI

B. Accounting of Disclosures. Business Associate agrees to maintain and make available the information required to provide an accounting of Disclosures to an Individual as necessary to satisfy Covered Entity's obligations under 45 C.F.R. section 164.528. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.

C. Amendment to PHI. Business Associate agrees to make any amendment(s) to Pm in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 CF.R. section 164.526, or take other measures as necessary to satisfy Covered Entity's obligations under 45 C.F.R. section 164.526. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.

VII. TERMINATION

B. Termination due to Criminal Proceedings or Statutory Violations. Covered Entity may terminate the Agreement, effective immediately, if (i) Business Associate is named as a defendant in a criminal proceeding for a violation of HIPAA, the HITECH Act, the HIPAA Regulations or other security or privacy laws or (ii) a finding or stipulation that Business Associate has violated any standard or requirement of HIPAA, the HITECH Act, the HIPAA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which Business Associate has been joined.

C. Return or Destruction of PHI. In the event of termination for any reason, or upon the expiration of the Agreement, Business Associate shall return or, if agreed upon by Covered Entity, destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the Pm. This provision shall apply to Pm that is in the possession of subcontractors or agents of Business Associate.

If Business Associate determines that returning or destroying the Pm is infeasible under this section, Business Associate shall notify Covered Entity of the conditions making return or destruction infeasible. Upon mutual agreement of the parties that return or destruction of Pm is infeasible, Business Associate shall extend the protections of this Exhibit to such PHI and limit further uses and Disclosures to those purposes that make the return or destruction of the information infeasible.

VIII. MISCELLANEOUS

A. Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Exhibit, HIPAA, the HIPAA Regulations, or the HITECH Act will be adequate or satisfactory for Business Associate's own purposes or that any information in Business Associate's possession or control, or transmitted or received by Business Associate is or will be secure from unauthorized use or Disclosure. Business Associate is solely responsible for

Page 37of38 Master Contract No. 901951 Procurement Contract No. 21087

all decisions made by Business Associate regarding the safeguarding of PHI.

E. No Third Party Beneficiaries. Except as expressly provided herein or expressly stated in the HIPAA Regulations, the parties to this Exhibit do not intend to create any rights in any third parties.

F. Governing Law. The provisions of this Exhibit are intended to establish the minimum requirements regarding Business Associate's use and Disclosure of PHI under HIPAA, the HIPAA Regulations and the HITECH Act. The use and Disclosure of individually identified health information is also covered by applicable California law, including but not limited to the Confidentiality of Medical Information Act (California Civil Code section 56 et seq.). To the extent that California law is more stringent with respect to the protection of such information, applicable California law shall govern Business Associate's use and Disclosure of confidential information related to the performance of this Exhibit.

G. Interpretation. Any ambiguity in this Exhibit shall be resolved in favor of a meaning that permits Covered Entity to comply with HIPAA, the HIPAA Regulations, the HITECH Act, and in favor of the protection of PHI.

This EXHIBIT, the HIPAA Business Associate Agreement is hereby executed and agreed to by CONTRACTOR:

Name: Mind Matters LLC

By (Signature): ~ ~ ~

Print Name: Deepa Abraham

Title: President

Page 38of38 Master Contract No. 901951 Procurement Contract No. 21088

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement, dated as of ~B\1\W \:)"1 2D2D , is by and between the County of Alameda, hereinafter referred to as the "County", and Public Health Institute, hereinafter referred to as the "Contractor".

WITNESSETH

Whereas, County desires to obtain behavioral health care training services which are more fully described in Exhibit A hereto ("Definition Services"); and

Whereas, Contractor is professionally qualified to provide such services and is willing to provide same to County; and (? I Now, therefore it is agreed that County does hereby retain Contractor to provide behavioral health care 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:

The term of this Agreement shall be from October 1, 2020 through June 30, 2022.

The compensation payable to Contractor hereunder shall not exceed the pooled amount of Forty-Nine Thousand Four Hundred dollars ($49,400) for the term of this Agreement.

Page I of 37 Master Contract No. 901951 Procurement Contract No. 21088

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

COUNTY OF ALAMEDA PUBLIC HEALTH INSTITUTE

lnDocuSlgned by: 6 By: __.>.,,~_D-T<~~~B'lfiBF!otB4s~5~~~~~4slft-~- . --~-111.,___ _ Signature Signature

Name: ?J\ c_X1ard \Jru\t. Name: Darneshia Blackmon (Printed) (Printed)

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

11/16/2020 Date: ______

Approved as to Form: DONNA R. ZIEGLER, County Counsel

By signing above, signatory warrants and represents that he/she executed this lrDocuSlgned by: Agreement in his/her authorized By:. ______;L__v..__~..i~fil[0~70R'£>i>;<~~fl<'G;J"6fil:-F .-.. ---- capacity and that by his/her signature K. Scott Dickey, on this Agreement, he/she or the entity Assistant County Counsel upon behalf of which he/she acted, executed this Agreement

Page 2 of37 Master Ccmtract No. 901951 Procurement Contract No. 21088

GENERAL TERMS AND CONDITIONS

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.

Page 3 of 37 Master Contract No. 901951 Procurement Contract No. 21088

2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to injury to or destruction of property, including the loss therefrom, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the performance of this agreement (collectively "Liabilities") except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee. The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder. The obligations of this indemnity shall be for the full amount of all damage to County, including defense costs, and shall not be limited by any insurance limits.

In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the Alameda County Employees' Retirement Association (ACERA) or California Public Employees' Retirement System (PERS) to be eligible for enrollment in A CERA and PERS as an employee of County, Contractor shall indemnify, defend, and hold harmless County for the payment of any employee and/or employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of County.

Page 4 of 37 Master Contract No. 901951 Procurement Contract No. 21088

6. CONFORMITY WITH LAW AND SAFETY:

b. Accidents: If a death, serious personal injury, or substantial property damage occurs in connection with Contractor's performance of this Agreement, Contractor shall immediately notify the Alameda County Risk Manager's Office by telephone. Contractor shall promptly submit to County a written report, in such form as may be required by County of all accidents which occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of Contractor's sub-Contractor, if any; (3) name and address of Contractor's liability insurance carrier; and (4) a detailed description of the accident and whether any of County's equipment, tools, material, or staff were involved.

Page 5 of37 Master Contract No. 901951 Procurement Contract No. 21088

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).

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

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

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.

Page 6 of 37 Master Contract No. 901951 Procurement Contract No. 21088

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. . The Mental Health First Aid Curriculum of the National Council of Behavioral Health, as Contractor may access and use it in performance under this Agreement, is expressly excluded from the content to which County may accrue rights. 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

Page 7 of37 Master Contract No. 901951 Procurement Contract No. 21088

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.

Overnight Delivery: When delivered by overnight delivery (Federal Express/Airborne/United Parcel Service/DHL WorldWide Express) with charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service. Telex or facsimile transmission: When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice, notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 5:00 p.m. (recipient's time) or on a non-business day.

Addresses for purpose of giving notice are as follows:

To County: COUNTY OF ALAMEDA 2000 Embarcadero, Suite 302 Oakland, CA 94606 Attn: Lori DeLay, ACBH Training Officer

To Contractor: PUBLIC HEAL TH INSTITUTE 555 12th Street, 10th Floor Oakland, CA 94607 Attn: Dameshia Blackmon, Deputy Director

Page 8 of37 Master Contract No. 901951 Procurement Contract No. 21088

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.

d. Contractor shall recruit vigorously and encourage minority - and women owned businesses to bid its subcontracts.

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

Page 9 of37 Master Contract No. 901951 Procurement Contract No. 21088

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$. 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 10 of 37 Master Contract No. 901951 Procurement Contract No. 21088

20. TERMINATION: The County has and reserves the right to suspend, terminate, or abandon the execution of any work by the Contractor. without cause at any time upon giving to the Contractor prior written notice. In the event that the County should abandon, terminate, or suspend the Contractor's work, the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspension, termination, or abandonment. Said payment shall be computed in accordance with Exhibit B hereto, provided that the maximum pool contract amount payable to Contractor for its behavioral health care services training services shall not exceed $49,400 (Forty-Nine Thousand Four Hundred Dollars) payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment.

21. SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION:

Contractor has been approved by County to participate in contract without SLEB participation (SLEE WAIVER # 7064 valid through 0613012022) . 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.

a. Contractor must be a certified small or emerging local business( es) or subcontract a minimum 20% with a certified small or emerging local business( es).

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

Page 11 of37 Master Contract No. 901951 Procurement Contract No. 21088

e. All SLEB participation, except for SLEB prime contractor, must be tracked and monitored utilizing the Elation compliance System.

23. CHOICE OF LAW: This Agreement shall be governed by the laws of the State of California.

24. WAIYER: 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.

Page 12 of 37 Master Contract No. 901951 Procurement Contract No. 21088

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.

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.

Page 13 of 37 Master Contract No. 901951 Procurement Contract No. 21088

b. Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without County's prior written approval.

33. PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software ("Contractor Products") provided to County under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, "Losses") arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County will: ( 1) notify Contractor promptly of such claim, suit, or assertion; (2) permit Contractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without County's prior written consent, to any settlement, which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products.

Page 14 of37 Master Contract No. 901951 Procurement Contract No. 21088

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, ( 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.

EXTENSION: This agreement may be extended for by mutual agreement of the County and the Contractor.

[END OF GENERAL TERMS AND CONDITIONS]

Page 15 of37 Master Contract No. 901951 Procurement Contract No. 21088

EXHIBIT A

DEFINITION OF SERVICES

1. Contractor shall provide behavioral health training services with the Specific Requirements, Deliverables/Reports, and Description of Services set on this Exhibit A, consisting of the following:

Exhibit A-1 Specific Requirements Exhibit A-2 Deliverables/Reports Exhibit A-3 Description of Services

2. Contractor project team will consist of the following Key Personnel and subcontractors, as applicable during the contract term:

Key Personnel Title Dameishia Blackmon Deputy Director, PHI S. Brooke Briggance Deputy Director, FACES for the Future Coalition Jasmine Nakagawa-Wong Program Manager, FACES for the Future Coalition Karen Lane Program Administrator, FACES for the Future Coalition

Page 16 of 37 Master Contract No. 901951 Procurement Contract No. 21088

Should such individual or individuals in the employ of Contractor no longer be employed by Contractor during the term of this Agreement, Contractor shall make a good faith effort to present to County an individual with greater or equal qualifications as a replacement subject to County's approval, which approval shall not be unreasonably withheld.

3. The approval of County to a requested change shall not release Contractor from its obligations under this Agreement.

Page 17 of37 Master Contract No. 901951 Procurement Contract No. 21088

EXHIBIT A-1

SPECIFIC REQUIREMENTS

1. Based on ACBH needs, Contractor may be asked to provide one or more training services in the following areas:

a. Customized design and deli very of behavioral health-focused training that provides staff (both clinical' and nonclinical staff) with skills-based and outcomes oriented training.

b. Design of training materials (instructor led and/or online) with licensing rights.

c. Certification in Youth and Adult Mental Health First Aid (a three year professional certification conferred by the National Council of Behavioral Health). Estimates are 350 participants trained in either Youth or Adult MHF A as directed by ACBH. Virtual training is available with Leaming Management Systems. In-person trainings are dependent upon CDC Guidelines in response to COVID-19.

d. Trauma Informed Practice trainings as directed by ACBH. This can include TIS 101 or a modified version for agencies and organizations who are not currently able to conduct a full systems evaluation. The modified curriculum follows the TIS 101 model closely without committing the entire agency system to assessment. Estimates are 900 participants trained in Trauma Informed Practice. This will be a combination of virtual and in-person trainings depending upon CDC Guidelines in response to COVID-19.

2. The Contractor shall be able to work with the ACBH Training Unit (TU) to provide and deliver customized training as needed by ACBH units and outside community-based organizations.

3. The Contractor shall provide and assign high quality consultants or instructors on a consistent basis to deliver consulting or customized training as needed by the TU. The training shall be based on TU priorities and needs. One or more instructors may be required. The TU reserves the right to cancel the training class with fourteen ( 14) calendar days ' notice, and not be charged for the class or training manuals or other materials by the vendor.

Page 18 of37 Master Contract No. 901951 Procurement Contract No. 21088

7. The Contractor shall provide ACBH with rights to reproduce materials for class participants at no additional cost to ACBH.

9. Full day classes are usually held from 9:00 a.m. to 4:30 p.m. with one hour for lunch and two fifteen (15) minute breaks, for a total of 6 hours minimum/day of instruction time. Half-day classes are generally held for 4 hours, from 9:00 a.m. to 1:00 p.m. or 1:00 p.m. to 5 :00 p.m., or a minimum of 3 hours of instruction time.

Page 19 of37 Master Contract No. 901951 Procurement Contract No. 21088

Page 20 of 37 Master Contract No. 901951 Procurement Contract No. 21088

EXHIBIT A-2

DELIVERABLES/REPORTS

Page 21 of 37 Master Contract No. 901951 Procurement Contract No. 21088

EXHIBIT A-3

DESCRIPTION OF SERVICES

1. Description of Service Coordination

1. The identification of training priorities that increase performance capabilities to meet client, family, departmental, organizational, and system needs; and

11. Improving the alignment of system-wide training activities to maximize individual and team learning, resources, and desired outcomes; and

111. Creating and utilizing a training evaluation methodology that measures individual, team/program, and organizational outcomes.

b. The training leadership and administration will ensure full adoption of County training protocols including:

i. The timely submission of updated supporting documentation; and

1i. Using the specified training format; and

11i. Collecting on-going feedback from participants regarding current and future training needs.

2. Contractor will provide County staff (both clinical and non-clinical staff) with skills based and outcomes oriented training.

3. Contractor will provide instructors to deliver one or more of the following trainings: • Youth and Adult Mental Health First Aid • Trauma Informed Practice trainings

4. In collaboration with County, Contractor will:

a. Assess, identify, and prioritize training needs/schedule; and

b. Analyze and summarize training evaluations for each training/trainer.

Page 22 of37 Master Contract No. 901951 Procurement Contract No. 21088

5. Contractor will be responsible for coordinating all aspects stated above including:

a. Scheduling and coordinating fiscal paperwork with trainers;

b. Developing and distributing training announcements;

c. Tracking and providing Continuing Education credits, when possible;

d. Copying and distributing handouts;

e. Making training packets;

f. Training registration;

g. Trainer audio visual needs on site for in person trainings; and

h. Technical needs for online trainings.

Page 23 of37 Master Contract No. 901951 Procurement Contract No. 21088

EXHIBITB

PAYMENT TERMS

Description Estimated Year 1 Cost Year 2 Cost Total Annual 2-year Hours Cost Hourly Rate Cost Year Hourly Rate Cost Year Training Service Staff Year 1 1 Year2 2 1. Staff Trainer 95 $260 $24,700 $260 $24,700 $49,400

Above rates include all other costs and taxes, including direct and indirect costs, such as but not limited to, administrative support, travel, printing, online services, and materials.

COUNTY OF ALAMEDA Behavioral Health Department 2000 Embarcadero, Suite 302 Oakland, CA 94606 Attn: Lori DeLay, Training Officer Email: [email protected]

4. Total payment under the terms of this Agreement will not exceed the pooled amount of Forty-Nine Thousand Four Hundred Dollars ($49,400) . This cost includes all taxes and all other charges. Contractor understands and acknowledges that this contract is one of a pool of contracts with a not-to-exceed total amount of $49,400. Contractor understands and acknowledges that it is one of a number of contractors receiving payment from the not-to-exceed amount for the same or similar services. The parties agree that the total compensation payable to the pool of Contractors under the pool of contracts designated by County shall not exceed $49,400.

Page 24 of 37 Master Contract No. 901951 Procurement Contract No. 21088

6. Final invoices must be submitted for payment within 90 days after the end of the term of this Agreement. Invoices submitted later than 90 days will not be paid.

Page 25 of37 Master Contract No. 901951 Procurement Contract No. 21088

EXHIBIT C COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS 'dWilhout limiti1'1Q any other obligation or liability under this Agreemenl the Contractor, at its sole cost and expense shall secure and keep in force uri nQ the en tire term of the Aqreement or looaer, as may be soecified below, the followin

1 ADDITIONA.L INSURED: All insurance required above with the exception of Professional Liability, Commercial or Business Automobile Liability, Workers' Compensation and Employers Liabi l i ~/. shall be endorsed to name as additional insured: Coun~/ of Alameda, its Board of Superviso s. the individual members thereof, and all County officers. agents. employees, vol unteers, and representatives The Additional Insured endorsement shall be at least as broad as ISO Form Number CG 20 38 04 13_ 2. DURATION OF COVERAGE: All required insurance shall be maintained during the entire tenn of the Agreement. In addition , Insurance policies and coverage (s) written on a claims-made basis shall be maintained during the entire tenn of the Agreement and until 3 years following the later of temiination of the Agreement 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 lo this Agreement 3. REDUCTION OR LIMIT OF OBLIGATION: All insurance po licies, including excess and umbrella insurance policies. shall include an endorsement and be primary and non-contributory and will not seek contribution from any other insurance (or self insurance) available to the County. The primary and non-contributory endorsement shall be at least as broad as ISO Form 20 01 04 13. Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Con1ractor's contractual obligation to indemnify and defend the Indemnified Parties. 4. INSURER FINANCIAL RATING : Insurance shall be maintained through an insurer with a A.M. Best Rating of no less than A:Vll or eq uivalent, shall be admitted to the State of Caflfornia unless otherwise waived by Risk Management. and with deductible amounts acceptable to the County. Acceptance of Contractor's insurance by County sha ll not relieve or decrease the liability of Conlractor 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 sha ll verify that th e subcontractor, under its own policies and endorsements, has complied with the insurance requirements in this Agreement, including this Exh ibit. The additional Insured endorsement shall be at least as b oad as ISO Form Number CG 20 38 04 13. 6. JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be provided by one 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_Co verage shall be at least as broad as in the ISO Forms named above .. - Joint insurance program with the association, partnership or other joint business venture included as a "Named Insured". 7. CANCELLATION OF INSURANCE: All insurance shall be required to provide thirty (30) days advance written notice lo the County of cancell ation. 8. CERTIFICATE OF INSURANCE: Before commencing operations under this Agreement. Contractor sha ll 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 required ce rtificale(s) and endorsements must be senf as set forth in the Notices provision. Certificate C-2 Page 1 of1 Form 2003-1 (Rev. 7n5f1 4)

Page 26 of37 Master Contract No. 901951 Procurement Contract No. 21088

CJATE llliOIWtY't) CERTIFICATE OF LIABILITY INSURANCE 1 ~ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS· NO RJ:GHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFRRMATIVELY OR NEGATIVELY AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED :BY THE POLICIES BELOW. TIIS CERTIFilCATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURBR(S}. AillHORIZED REPRESENTATIVE OR PRODUCER. AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITTONAL INSURED. the policy(ies) roost have ADIDITIONAL CNSURED pl"ovis;ions or~ endor.ied. If SUBROGATION IS WANED. subject to the terms and conditions of the policy. ~in policies may requ i ~ ;m endorsement. A sbtement on this certificate does not confer Iii to the certificate holoor in lieu of such endorsemen s

>WC•

ltl!lOJIEll 8 '

ltl!IOJIEJI D .

IN!IOJIEJI E !

COVERAGES CERTIFICATE NUMBER: SE.!.-00~ 1· 20 REVISION NUMBER: 10 THIS IS TO CERllfY THAT THE POL!C{ES OF INSUR.o.NCE $TED B::LO'N 1-1'1\IE BEEN ISSUED TO THE INSURED .MED· J<50l/E FOR THE POUCY PERICO INDICATfil NOlV.tTHSTANDING ANY REQIJIREM::NT. TER\M OR CO..'lOITION OF A.'IY CONTAAC OR OTHER DOOUMEITT \'ITTH RES PECT TO Vll11CH IS OERTiflCA.TE MAY BE ISSUED OR t/AY PERTAIN, THE INSUR."I CE AFFOR!la> BY THE ?OUCfES OESORJBED HEREIN IS Sll!lJECT TO ALL THE TERMS, EXCLUSIONS AN!> CON DITIONS OF -SUCii PO'..JCIES. UMITS SIHOWN ~Y W\V E BEEN REDUCEDBYPAJD CVJMS. UlUTS ~ X ~MERCIAL G BEIW. . UABIUTt P H?K21J..~ C5lm2:all DS/20.'.XIZ t : D CL4J ~~ 0 OOCl.l'i 1:0,000 5,000 1,C00,000

A AATTOl

5- 'WO~.COliiP£85AT~ ANO EMPLO'f'ER8' Ul

DESCfi:flPTK:tiOf OPERATIOtJ!s: I LOCATIOf49- J 'IEHiCLE.S IA.CORO 101, AOdldoiMI A..Mffallb Sd't•t:hje" Mitt' M Qibel\Qd lf IOOftl ~ii F..:ilo t:rCoraocl orAr-erwionfie •Mlh~ .

Court of ~~ b E"<-.e id cf S.pral insired ( ~"""""" oo rr;per.2&-"I '"'"= r-.:i"""1 by..;tietHamocl. ;, ,,,.,.,..,,. is ?"""'r .... l'.o~b

CERTIFICATE !HO LDER CANCELLATION

A! ~-,, ~ C>u-ly E

Al111KlRIZED REPRE9£N1TAThE of MIR:h Rk:I: &. lnccnnoe I...... ,_, Maiy Am !;errano .---~- - - I @ 1988-2016 ACORD CORPORATION. All rights reserve

Page 27 of37 Master Contract No. 901951 Procurement Contract No. 21088

POLICY NUMBER: li!'unl3!53f3 COMME.RCIAL GENERAL UABfLfTY CG 20 26 0413

THIS ENDORS1EMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION

This endorsement modifies insuranoa provided under th e fottowing:

GO .~MERCIAL GE N ERAI. LIAB1LITY COVERAGE PART

SCHEDULE

Name Of Additional I nsured Person(&} Or Organization(&): County ot .lllUMda, its 8o&rd h• Kcuet.ript for full .aaee

In formation req uired to complekl this Schedule, ii not shown above·, wilt l:te shown in the Declarations.

A. Section II - Who Is An Insured Is amended lo B. With respect to lhe Insurance afforded lo these include as an add•tlonal insured the person(s) or additional insureds, ltle foll owing Is added to organi:zalion(s) shown in the Schedule, but only Section 111 - Umlts Of Insurance.: with respect to liability tor "bod ily l.njury", ' property If COll'Brage provided to Iha addiliooa l insured is damage• or "J}ersonal and advertising injury" required by a contract or agreement. the most we caused, in whole or in part by your ac s or wm pay on ttef\alf of !tie addiliO na l insured is Iha omissi.Of'ls or the acts or omissions of !hose acting arnou n t of ins ura nee: on your behall: 1. Required by IM contracloragree enl; OJ 1. In ltle pe rformance of yoo r ongoing operations; or 2. Avallable unl:ler the applicable Limits o f Insurance shown in the Deda rations; 2. In connedion w· h your pre mises o wned by or rented to you. whicl:lever i's less . Howev.er: This endorsement shalt no Increase the applicable Limits of In surance sllown in the 1. The insurance a fforded lo such additional Dedaratlons. insured o nly applies 10 the extent permiUed by law; and 2. If coverage pro11idel:l to !he additi onal insured is required by a ·conlracl or agreeme nt, the insurance afforded to such addition:;I insu re-0 will not be broader than thal which you are r·equlred by th e contraci or agreement lo provide for such additio nal Insured .

CG 20 26 04 13 @Insu rance Services Olfice. Inc .. 2012 Page 2 of '

Page 28 of37 Master Contract No. 901951 Procurement Contract No. 21088

PJ..MANU-1 (09l08)

ms ENDORKMENT CHANGES DIE pgycy, PLEASE REAP IT CAREFUU.Y

CG2026 Designated Person Or Organization

Count y 0£ Al .uM!da, its B.oard of Sup e rvho..."'8 , t:he indJ.:v:Ldwtl m.emhe~ e t her@o f,

And ~l Co'lnt y offic•rs, • gonts, • 111P l oY••'• vol 11i:it••r $, o.nd rep r •~ ta tJ. v• o

All otMr wons and condltlone orthle Polley remain unchanged.

Page 1of1

Page 29 of37 Master Contract No. 901951 Procurement Contract No. 21088

POLIC ' UMBER: l'fH'K2l35363 COMMERCIAL GEN E.RAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US

This endorsernenl modifies insurance pro "

COMMERCIAL G!;N RAL LIABILITY GOV RAGE PART PRODUCTS/COMPLETED OP RATIONS LIABILITY COVERAGE PART

Nam9 Of Person Or Organlza on :

As;. pe:c 14'J:itten Contract

Jniom1alion reaulred to comolete this Schedule. if not shown atJ.ove, wllf be shown in ti1e Declaration s.

The following is added to Paragraph 8. Transfer Of Rights Of Recovery A gai nst Others To Us o Section IV - Cot1dltlo ns: We war1e any right of recovery we may have against he person or organization shown in the Schedule aoove because of paymMts we make for injµry or dam

Page 30 of 37 Master Contract No. 901951 Procurement Contract No. 21088

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

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

If there are any exceptions to this certification, insert the exceptions in the following space.

CONTRACTOR: Public Health Institute

PRlNCIP AL: Darneshia Blackmon TITLE: Deputy Director

DocuSigned by: SIGNATURE:~--11--¥-~Af"!A'""""""L~~~-i~""-"fi~M""'""'L=~~b~~·~~~~·DATE:~~-11_1_16_/_20_2_0~~~~- 1020004s2s22496·· ·

Page 31 of37 Master Contract No. 901951 Procurement Contract No. 21088

EXHIBITE

HIPAA BUSINESS ASSOCIATE AGREEMENT

This Exhibit, the HIPAA Business Associate Agreement ("Exhibit") supplements and is made a part of the underlying agreement ("Agreement") by and between the County of Alameda, ("County" or "Covered Entity") and Public Health Institute, ("Contractor" or "Business Associate") to which this Exhibit is attached. This Exhibit is effective as of the effective date of the Agreement.

I. RECITALS Covered Entity wishes to disclose certain information to Business Associate pursuant to the terms of the Agreement, some of which may constitute Protected Health Information ("PHI");

The Privacy Rule and the Security Rule in the HIP AA Regulations require Covered Entity to enter into a contract, containing specific requirements, with Business Associate prior to the disclosure of PHI, as set forth in, but not limited to, Title 45, sections 164.314(a), 164.502(e), and 164.504(e) of the Code of Federal Regulations ("C.F.R.") and as contained in this Agreement.

II. STANDARD DEFINITIONS

Capitalized terms used, but not otherwise defined, in this Exhibit shall have the same meaning as those terms are defined in the HIPAA Regulations. In the event of an inconsistency between the provisions of this Exhibit and the mandatory provisions of the HIPAA Regulations, as amended, the HIPAA Regulations shall control. Where provisions of this Exhibit are different than those mandated in the HIPAA Regulations, but are nonetheless permitted by the HIPAA Regulations, the provisions of this Exhibit shall control. All regulatory references in this Exhibit are to HIPAA Regulations unless otherwise specified.

The following terms used in this Exhibit shall have the same meaning as those terms in the HIPAA Regulations: Data Aggregation, Designated Record Set, Disclosure, Electronic Health Record, Health Care Operations, Health Plan, Individual, Limited Data Set, Marketing, Minimum Necessary, Minimum Necessary Rule, Protected Health Information, and Security Incident.

The following term used in this Exhibit shall have the same meaning as that term in the HITECH Act: Unsecured PHI.

III. SPECIFIC DEFINITIONS

Agreement. "Agreement" shall mean the underlying agreement between County and Contractor, to which this Exhibit, the HIPAA Business Associate Agreement, is attached.

Page 32 of37 Master Contract No. 901951 Procurement Contract No. 21088 activity, or service delegated by Contractor.

Contractual Breach. "Contractual Breach" shall mean a violati on of the contractual obligations set fo rth in thi s Exhibit.

Covered Entity. "Covered Entity" shall generally have the same meaning as the term "covered entity" at 45 C.F.R. section 160.103 , and in reference to the party to this Exhibit, shall mean any part of County subject to the HIPAA Regulations.

Electronic Protected Health Information. "Electronic Protected Health Information" or "Electronic PHI" means Protected Health Information that is maintained in or transmitted by electronic media.

Exhibit. "Exhibit" shall mean this HIPAA Business Associate Agreement.

HIPAA. "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191.

HIPAA Breach. "HIP AA Breach" shall mean a breach of Protected Health Information as defined in 45 C.F.R. 164.402, and includes the unauthorized acquisition, access, use, or Disclosure of Protected Health Information which compromises the security or privacy of such information.

HIPAA Regulations. "HIPAA Regulations" shall mean the regulations promulgated under HIPAA by the U.S . Department of Health and Human Services, including those set forth at 45 C.F.R. Parts 160 and 164, Subparts A, C, and E.

HITECH Act. "HITECH Act" shall mean the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (the "HITECH Act").

Secretary. "Secretary" shall mean the Secretary of the United States Department of Health and Human Services ("DHHS") or his or her designee.

Security Rule and Security Regulations. "Security Rule" and "Security Regulations" shall mean the standards for security of Electronic PHI set forth in the HIP AA Regulations at 45 C.F .R. Parts 160 and 164, Subparts A and C.

IV. PERMITTED USES AND DISCLOSURES OF PHI BY BUSINESS ASSOCIATE

Business Associate may only use or disclose PHI:

B. As required by law; and

C. For the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided the disclosures are required by Jaw, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by Jaw or for Page 33 of 37 Master Contract No. 901951 Procurement Contract No. 21088

V. PROTECTION OF PHI BY BUSINESS ASSOCIATE

A. Scope of Exhibit. Business Associate acknowledges and agrees that all PHI that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording and electronic display, by Covered Entity or its operating units to Business Associate, or is created or received by Business Associate on Covered Entity's behalf, shall be subject to this Exhibit.

C. Minimum Necessary Rule. When the HIPAA Privacy Rule requires application of the Minimum Necessary Rule, Business Associate agrees to use, disclose, or request only the Limited Data Set, or ifthat is inadequate, the minimum PHI necessary to accomplish the intended purpose of that use, Disclosure, or request. Business Associate agrees to make uses, Disclosures, and requests for PHI consistent with any of Covered Entity's existing Minimum Necessary policies and procedures.

D. HIPAA Security Rule. Business Associate agrees to use appropriate administrative, physical and technical safeguards, and comply with the Security Rule and HIP AA Security Regulations with respect to Electronic PHI, to prevent the use or Disclosure of the PHI other than as provided for by this Exhibit.

F. Notification of Breach. During the term of the Agreement, Business Associate shall notify Covered Entity in writing within twenty-four (24) hours of any suspected or actual· breach of security, intrusion, HIP AA Breach, and/or any actual or suspected use or Disclosure of data in violation of any applicable federal or state laws or regulations. This duty includes the reporting of any Security Incident, of which it becomes aware, affecting the Electronic PHI. Business Associate shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized use or Disclosure required by applicable federal and/or state laws and regulations. Business Associate shall investigate such breach of security, intrusion, and/or HIPAA Breach, and provide a written report of the investigation to Covered Entity's HIPAA Privacy Officer or other designee that is in compliance with 45 C.F.R. section 164.410 and that includes the identification of each individual whose PHI has been breached. The report shall be delivered within fifteen (15) working days of the discovery of the breach or unauthorized use or Disclosure. Business Associate shall be responsible for any obligations under the HIPAA Regulations to notify individuals of such breach, unless Covered Entity agrees otherwise.

Page 34 of37 Master Contract No. 901951 Procurement Contract No. 21088

shall obtain written contracts agreeing to such terms from all agents and subcontractors. Any subcontractor who contracts for another company's services with regards to the PHI shall likewise obtain written contracts agreeing to such terms. Neither Business Associate nor any of its subcontractors may subcontract with respect to this Exhibit without the advanced written consent of Covered Entity.

H. Review ofR ecords. Business Associate agrees to make internal practices, books, and records relating to the use and Disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity available to Covered Entity, or at the request of Covered Entity to the Secretary, in a time and manner designated by Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the HIPAA Regulations. Business Associate agrees to make copies of its HIP AA training records and HIP AA business associate agreements with agents and subcontractors available to Covered Entity at the request of Covered Entity.

I. Performing Covered Entity's HIPAA Obligations. To the extent Business Associate is required to carry out one or more of Covered Entity's obligations under the HIPAA Regulations, Business Associate must comply with the requirements of the HIPAA Regulations that apply to Covered Entity in the performance of such obligations.

J. Restricted Use ofPH/for Marketing Purposes. Business Associate shall not use or disclose PHI for fundraising or Marketing purposes unless Business Associate obtains an Individual' s authorization. Business Associate agrees to comply with all rules governing Marketing communications as set forth in HIPAA Regulations and the HITECH Act, including, but not limited to, 45 C.F .R. section 164.508 and 42 U.S.C. section 17936.

K. Restricted Sale of PHI. Business Associate shall not directly or indirectly receive remuneration in exchange for PHI, except with the prior written consent of Covered Entity and as permitted by the H!TECH Act, 42 U.S.C. section 17935(d)(2); however, this prohibition shall not affect payment by Covered Entity to Business Associate for services provided pursuant to the Agreement.

L. De-Identification of PHI. Unless otherwise agreed to in writing by both parties, Business Associate and its agents shall not have the right to de-identify the PHI. Any such de identification shall be in compliance with 45 C.F.R. sections 164.502(d) and 164.514(a) and (b).

VI. INDIVIDUAL CONTROL OVER PHI

A. Individual Access to PHI. Business Associate agrees to make available PHI in a Designated Record Set to an Individual or Individual 's designee, as necessary to satisfy Covered Entity's obligations under 45 C.F.R. section 164.524. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.

Covered Entity's obligations under 45 C.F.R. section 164.528. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.

C. Amendment to PHI Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 C.F.R. section I 64.526, or take other measures as necessary to satisfy Covered Entity's obligations under 45 C.F.R. section 164.526. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.

VII. TERMINATION

B. Termination due to Criminal Proceedings or Statutory Violations. Covered Entity may terminate the Agreement, effective immediately, if (i) Business Associate is named as a defendant in a criminal proceeding for a violation ofHIPAA, the HITECH Act, the HIPAA Regulations or other security or privacy laws or (ii) a finding or stipulation that Business Associate has violated any standard or requirement ofHIPAA, the HITECH Act, the HIPAA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which Business Associate has been joined.

If Business Associate determines that returning or destroying the PHI is infeasible under this section, Business Associate shall notify Covered Entity of the conditions making return or destruction infeasible. Upon mutual agreement of the parties that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Exhibit to such PHI and limit further uses and Disclosures to those purposes that make the return or destruction of the information infeasible.

VIII. MISCELLANEOUS

A. Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Exhibit, HIPAA, the HlPAA Regulations, or the HITECH Act will be adequate or satisfactory for Business Associate's own purposes or that any information in Business Associate's possession or control, or transmitted or received by Business Associate is or will be secure from unauthorized use or Disclosure. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of PHI.

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E. No Third Party Beneficiaries. Except as expressly provided herein or expressly stated in the HIP AA Regulations, the parties to this Exhibit do not intend to create any rights in any third parties.

G. Interpretation. Any ambiguity in this Exhibit shall be resolved in favor of a meaning that permits Covered Entity to comply with HIP AA, the HIP AA Regulations, the HITECH Act, and in favor of the protection of PHI.

This EXHIBIT, the HIPAA Business Associate Agreement is hereby executed and agreed to by CONTRACTOR:

Name: Public Health Institute DocuSigned by:

By (Signature): -----<>---W.,,.g.,.,..ia..... u,>7'S .... ~- · ~,,._+,~....LA-~- 1-4 .,... ~~-· 0 ______702800452822496 .. . Print Name: Darneshia Blackmon

Title: Deputy Director

Page 37 of37 Master Contract No. 901951 ProcurementContract No. 21089

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement, dated as of ~\~ 202.D , is by and between the County of Alameda, hereinafter referred to as the "County", and Seneca Family of Agencies, hereinafter referred to as the "Contractor".

WITNESSETH

Whereas, County desires to obtain behavioral health care training services which are more fully described in Exhibit A hereto ("Definition 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 behavioral health care 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:

The term of this Agreement shall be from October 1, 2020 through June 30, 2022.

The compensation payable to Contractor hereunder shall not exceed the pooled amount of Forty-Nine Thousand Two Hundred and Fifty dollars ($49,250) for the term of this Agreement.

Page 1of43 Master Contract No. 901951 Procurement Contract No. 21089

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

COUNTY OF ALAMEDA SENECA FAMILY OF AGENCIES 1,£::5' By: __L____;E=2 A..::;92:..::.8A2= 6:.:..:8Dc::..:24.=...:D4.:::..... ------Signature Signature

Name: B\&o re\ \Jo.1\e__ Name: Ken Berri ck (Printed) (Printed)

Title: President of the Board of Supervisors Title: President/CEO

11/3/2020 Date: ______

Approved as to Form: DONNA R. ZIEGLER, County Counsel

By signing above, signatory warrants and represents that he/she executed this Agreement in his/her authorized ·. ____ ..... ""------By ____,,~_s-4.l:_+t41 e ·1Siv..,.."~~=by= ·eon c ;J.: capacity and that by his/her signature K. Scott Dickey, on this Agreement, he/she or the entity Assistant County Counsel upon behalf of which he/she acted, executed this Agreement

Page 2 of 43 Master Contract No. 901951 Procurement Contract No. 21089

GENERAL TERMS AND CONDITIONS

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.

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2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to injury to or destruction of property, including the loss therefrom, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the performance of this agreement (collectively "Liabilities") except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee. The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder. The obligations of this indemnity shall be for the full amount of all damage to County, including defense costs, and shall not be limited by any insurance limits.

In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the Alameda County Employees' Retirement Association (ACERA) or California Public Employees' Retirement System (PERS) to be eligible for enrollment in A CERA and PERS as an employee of County, Contractor shall indemnify, defend, and hold harmless County for the payment of any employee and/or employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of County.

3. INSURANCE AND BOND: Contractor shall at all times during the term of the Agreement with the County maintain in force, at minimum, those insurance policies and bonds as designated in the attached Exhibit C, and will comply with all those requirements as stated therein. The County and all parties as set forth on Exhibit C shall be considered an additional insured or loss payee if applicable. All of Contractor's available insurance coverage and proceeds in excess of the specified minimum limits shall be available to satisfy any and all claims of the County, including defense costs and damages. Any insurance limitations are independent of and shall not limit the indemnification terms of this Agreement. Contractor' s insurance policies, including excess and umbrella insurance policies, shall include an endorsement and be primary and non-contributory and will not seek contribution from any other insurance (or self-insurance) available to County. Contractor's excess and umbrella insurance shall also apply on a primary and non contributory basis for the benefit of the County before County's own insurance policy or self-insurance shall be called upon to protect it as a named insured.

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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 indenµiify and hold County harmless from any and all liability, fines, penalties and consequences from any of Contractor's failures to comply with such laws, ordinances, codes and regulations.

b. Accidents: If a death, serious personal injury, or substantial property damage occurs in connection with Contractor's performance of this Agreement, Contractor shall immediately notify the Alameda County Risk Manager's Office by telephone. Contractor shall promptly submit to County a written report, in such form as may be required by County of all accidents which occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of Contractor's sub-Contractor, if any; (3) name and address of Contractor's liability insurance carrier; and (4) a detailed description of the accident and whether any of County's equipment, tools, material, or staff were involved.

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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) 3016.35, 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:

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

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.

11 . OWNERSHIP OF DOCUMENTS: Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals, plans, specification, designs, drawings, sketches, renderings, models, reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement, whether prepared by the County, the Contractor, the Contractor's sub-Contractors or third parties at the request of the Contractor (collectively, "Documents and Materials"). Th~s explicitly includes the electronic copies of all above stated documentation.

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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

Page 7 of 43 Master Contract No. 901951 Procurement Contract No. 21089

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.

Overnight Delivery: When delivered by overnight delivery (Federal Express/Airborne/United Parcel Service/DHL WorldWide Express) with charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service. Telex or facsimile transmission: When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice, notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 5:00 p.m. (recipient's time) or on a non-business day.

Addresses for purpose of giving notice are as follows:

To County: COUNTY OF ALAMEDA 2000 Embarcadero, Suite 302 Oakland, CA 94606 Attn: Lori DeLay, ACBH Training Officer

To Contractor: SENECA FAMILY OF AGENCIES 8945 Gold Links Road Oakland, CA 94618 Attn: Ken Berrick, President/CEO

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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.

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 ofrace, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement.

d. Contractor shall recruit vigorously and encourage minority - and women owned . businesses to bid its subcontracts.

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

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f. The Contractor shall include the provisions set forth in paragraphs A through E (above) in each of its subcontracts.

16. DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply with the County's policy of maintaining a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code§ 812, including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any County facility or work site. If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site, the Contractor within five days thereafter shall notify the head of the County department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach of this Agreement.

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the perforn1ance 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 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.

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20. TERMINATION: The County has and reserves the right to suspend, terminate, or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice. In the event that the County should abandon, terminate, or suspend the Contractor's work, the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspension, termination, or abandonment. Said payment shall be computed in accordance with Exhibit B hereto, provided that the maximum pool contract amount payable to Contractor for its behavioral health care services training services shall not exceed $49,250 (Forty-Nine Thousand Two Hundred and Fifty Dollars) payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment.

21. SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION:

Contractor has been approved by County to participate in contract without SLEB participation (SLEE WAIVER #7063 valid through 613012022). 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.

a. Contractor must be a certified small or emerging local business( es) or subcontract a minimum 20% with a certified small or emerging local business( es).

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

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e. All SLEB participation, except for SLEB prime contractor, must be tracked and monitored utilizing the Elation compliance System.

23 . CHOICE OF LAW: This Agreement shall be governed by the laws of the State of California.

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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.

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

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b. Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without County's prior written approval.

31 . SURVIVAL: The obligations of this Agreement, which by their nature would continue beyond the termination on expiration of the Agreement, including without limitation, the obligations regarding Indemnification (Paragraph 2), Ownership of Documents (Paragraph 11), and Conflict of Interest (Paragraph 12), shall survive termination or expiration.

33. PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software ("Contractor Products") provided to County under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, "Losses") arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County will: (1) notify Contractor promptly of such claim, suit, or assertion; (2) permit Contractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without County's prior written consent, to any settlement, which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products.

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incurred in relationship with County's defense and/or settlement of such proceeding.

EXTENSION: This agreement may be extended for by mutual agreement of the County and the Contractor.

[END OF GENERAL TERMS AND CONDITIONS]

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EXHIBIT A

DEFINITION OF SERVICES

1. Contractor shall provide behavioral health training services with the Specific Requirements, Deliverables/Reports, and Description of Services set on this Exhibit A, consisting of the following:

Exhibit A-1 Specific Requirements Exhibit A-2 Deliverables/Reports Exhibit A-3 Description of Services

2. Contractor project team will consist of the following Key Personnel and subcontractors, as applicable during the contract term:

Key Personnel Title Jennifer Girard, LMFT Director of Seneca Institute for Advanced Practice (SIAP) Corri Frohlich, MPH Assistant Director of SIAP Jamila Anderson, MP A Lead Training Coordinator Staff Trainers: • John Sprinson, Ph.D . Clinical Director • Kiiafa Idalliah, MPA Community Innovation and Training Manager, • Charlene Wedderburn Family Outreach and Engagement Manager • Nicole Nelson, LMFT Training Director • Michael Mertz, MS Director, Permanency and Family Engagement

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• Melanie Ferrer-Vaughn, MSW Director of Washington Community-Based Programs Contract Trainers: • Jennifer Baity, LCSW, LAADC Contract Trainer • Ian Brennan Contract Trainer • Yasmin Savved, Ed.D. Contract Trainer • Maximilian Fuhnnann, PhD, ABPP Contract Trainer • Elaine Tannous, LMFT Contract Trainer • Stan Taubman, Ph.D., LCSW Contract Trainer

3. The approval of County to a requested change shall not release Contractor from its obligations under this Agreement.

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EXHIBIT A-1

SPECIFIC REQUIREMENTS

1. Based on ACBH needs, Contractor may be asked to provide one or more training services in the following areas:

a. Customized design and delivery of behavioral health-focused training that provides staff (both clinical and nonclinical staff) with skills-based and outcomes oriented training.

b. Design of training materials (instructor led and/or online) with licensing rights.

c. Collaboration and Teamwork focuses on recognizing, respecting, and valuing the role and expertise of healthcare consumers, family members, and both behavioral health and primary care providers in the process of healthcare delivery; developing a shared understanding of the respective roles and responsibilities of team members to ensure that. collaboration is efficient; recognizing the limits of one's knowledge and skills and seek assistance from other providers; serving as an effective member of an interprofessional team, helping other providers on the team to quickly conceptualize a healthcare consumer' s strengths, healthcare problems, and an appropriate plan of care; and advocate for and foster the use of peer/family support approaches and peer/family support providers in the healthcare setting as a component of healthcare delivery.

d. Differential Diagnosis throughout Lifespan including how different diagnosis presents across different age groups; and specifically understand how mood, thought, PTSD, anxiety, etc. may appear dissimilar in a child, adolescent, adult, and older adult. Also include the many culture relevant features of the DSM-5 manual.

e. Engaging Consumers/Clients and Families in Behavioral Health Treatment: engagement strategies focus on practical methods and tools, as well as on helping to change attitudes and overall approaches to treatment of people with mental illness. Specifically, including the concept of recovery-oriented care, which prioritizes autonomy, empowerment, and respect for the person receiving services as well as person-centered care, which includes shared decision-making, focusing on an individual's unique goals and life circumstances, and incorporating the Cultural Formulation Interview to provide culturally competent, person-centered care.

f. Legal and Ethical Issues including providing an understanding of changes in ethics codes (e.g., American Psychological Association Ethics Code) related to behavioral health practice; providing an understanding of updated statutes, regulations, case law, BBS interpretations as they relate to standards of professional practice;

Page 18 of 43 Master Contract No. 901951 Procurement Contract No. 21089

reviewing how to maintain ethical standards in therapeutic settings; and legal and ethical issues related to providing substance use disorders services. g. Preventing and Managing Aggressive Behaviors in Behavioral Health Settings including Positive Behavioral Interventions for Children and Youth and De escalation Techniques for Crisis Situations. h. Motivational Enhancement Therapy (MET) including introducing the theoretical model of MET; demonstrate and practice motivational change skills with clients experiencing substance use disorders (SUD); learn how to engage SUD clients with motivational change behavior through body language, tone of voice, sitting proximity, etc.

L Motivational Interviewing (Ml) including the theory, principles, and skills of MI and related motivation-enhancing behavior change approaches that explore and shape counseling practice behavior, and to initiate a process for developing proficiency in MI for supporting change and wellness practices.

J. Seeking Safety (SS) including introducing the SS model, an evidence-based treatment for trauma and/or substance abuse; provide a background on trauma and substance abuse and implementation of SS (overview, evidence base), assessment tools and community resources; enable participants to implement SS in their own settings. k. Behavioral Health Treatment for the Older Adult Population addresses the unique risk factors and mental health conditions in those who are sixty (60+) plus years old and are Seriously Mentally Ill (SMI), including but not limited to differential diagnosis; psychotropic medications; substance use, co-occurring physical health conditions; integrated/whole person/coordinated care; assess to care; cognitive and functional challenges; suicide risk; consumer engagement and empowerment; cultural humility and responsiveness; the practices and principles of trauma informed care; and enhancing wellness, recovery, and resilience.

I. Trauma Informed Care (TIC) trainings including Trauma and its Effects on Child Development, the Impact of Immigration on Unaccompanied Youth, and Preventing Compassion Fatigue and Vicarious Trauma m. Treating Co-Occurring Disorders trainings focused on the principles, processes, and skills necessary to deliver effective treatment to consumers with co-occurring (Mental Health & Substance Use) disorders including but not limited to screening and assessment; differential diagnosis; practical knowledge of common substances and how they affect mental illnesses; the ability to assess a consumers' stage of change; techniques of motivational interviewing; addressing cognitive and functional impairments; justice involvement; employing a recovery perspective;

Page 19 of 43 Master Contract No. 901951 Procurement Contract No. 21089

consumer engagement and empowerment; engaging support systems; cultural humility and responsiveness; the practices and principles of trauma informed care; and enhancing wellness, recovery, and resilience.

2. The Contractor shall be able to work with the ACBH Training Unit (TU) to provide and deliver customized training as needed by ACBH units and outside community-based organizations.

3. The Contractor shall provide and assign high quality consultants or instructors on a consistent basis to deliver consulting or customized training as needed by the TU. The training shall be based on TU priorities and needs. One or more instructors may be required. The TU reserves the right to cancel the training class with fourteen (14) calendar days ' notice, and not be charged for the class or training manuals or other materials by the vendor.

7. The Contractor shall provide ACBH with rights to reproduce materials for class participants at no additional cost to ACBH.

8. If the vendor supplies additional handouts or printed material, ACBH prefers they are printed double-sided and on minimum 30% post-consumer recycled content paper whenever possible (100% recycled paper is preferable). Vendors are encouraged to make materials available to students electronically as well.

9. Full day classes are usually held from 9:00 a.m. to 4:30 p.m. with one hour for lunch and two fifteen (15) minute breaks, for a total of 6 hours minimum/day of instruction time. Half-day classes are generally held for 4 hours, from 9:00 a.m. to 1:00 p.m. or 1 :00 p.m. to 5:00 p.m., or a minimum of 3 hours of instruction time.

Page 20 of 43 Master Contract No. 901951 Procurement Contract No. 21089

14. Payment of Penalties: Any penalties charged to Contractor may be deducted by ACBH from any pending invoice. If the amount owed to ACBH is less than the amount of any pending invoice(s), Contractor shall pay the sum due to ACBH within 15 days of receiving a request for full payment of the penalty.

Page 21 of 43 Master Contract No. 901951 Procurement Contract No. 21089

EXHIBIT A-2

DELIVERABLES/REPORTS

Regular Progress Reports shall be provided by the Contractor(s) based upon part1c1pant evaluation forms. Two business days prior to a scheduled training, the TU will provide the Contractor with a sign-in/out sheet listing the persons enrolled in the training. Within 14 business days following a training, the Contractor will provide the TU with a copy of the completed sign-in/out sheet along with completed evaluation forms and, for online trainings, confirmation that the participants completed a post-test.

Page 22 of 43 Master Contract No. 901951 Procurement Contract No. 21089

EXHIBIT A-3

DESCRIPTION OF SERVICES

1. Description of Service Coordination

L The identification of training priorities that increase performance capabilities to meet client, family, departmental, organizational, and system needs; and

IL Improving the alignment of system-wide training activities to maximize individual and team learning, resources, and desired outcomes; and

m. Creating and utilizing a training evaluation methodology that measures individual, team/program, and organizational outcomes.

b. The training leadership and administration will ensure full adoption of County training protocols including:

i. The timely submission of updated supporting documentation; and

IL Using the specified training format; and

m. Collecting on-going feedback from participants regarding current and future training needs.

2. Contractor will provide County staff (both clinical and non-clinical staff) with skills based and outcomes oriented training.

3. Contractor will provide instructors to deliver one or more of the following trainings:

• Collaboration and Teamwork • Differential Diagnosis • Engaging Clients and Families in Behavioral Health Treatment • Legal and Ethical Issues • Motivational Enhancement Therapy (MET) • Motivational Interviewing (Ml) • Seeking Safety (SS) Page 23 of 43 Master Contract No. 901951 Procurement Contract No. 21089

• Treating Co-Occurring Disorders • Behavioral Health Treatment for the Older Adult Population • Preventing and Managing Aggressive Behaviors in Behavioral Health Settings o Positive Behavioral Interventions for Children and Youth o De-escalation Techniques for Crisis Situations • Trauma Informed Care (TIC) o Trauma and its Effects on Child Development o The Impact of Immigration on Unaccompanied Youth o Preventing Compassion Fatigue and Vicarious Trauma

4. Contractor may be asked to provide a six-hour Law and Ethics training and/or a fifteen hour Clinical Supervision Skills training.

5. In collaboration with County, Contractor will:

a. Assess, identify, and prioritize training needs/schedule; and

b. Analyze and summarize training evaluations for each training/trainer.

6. Contractor will be responsible for coordinating all aspects stated above including:

a. Scheduling and coordinating fiscal paperwork with trainers;

b. Developing and distributing training announcements;

c. Tracking and providing Continuing Education credits, when possible;

d. Copying and distributing handouts;

e. Making training packets;

f. Training registration;

g. Trainer audio visual needs on site for in person trainings; and

h. Technical needs for online trainings.

Page 24 of 43 Master Contract No. 901951 Procurement Contract No. 21089

EXHIBITB

PAYMENT TERMS

Description Estimated Year 1 Cost Year 2 Cost Total Annual 2-year Hours Cost

Hourly Rate Cost Hourly Rate Cost Training Service Staff Year 1 Year 1 Year 2 Year2

1. Staff Trainer 40 $350 $14,000 $350· $14,000 $28,000

2. Contract Trainer 25 $425 $10,625 $425 $10,625 $21,250

Total Cost $49,250

Above rates include all other costs and taxes, including direct and indirect costs, such as but not limited to, administrative support, travel, printing, online services, and materials.

COUNTY OF ALAMEDA Behavioral Health Department 2000 Embarcadero, Suite 302 Oakland, CA 94606 Attn: Lori DeLay, Training Officer Email: [email protected]

4. Total payment under the terms of this Agreement will not exceed the pooled amount of Forty-Nine Thousand Two Hundred and Fifty Dollars ($49,250). This cost includes all taxes and all other charges. Contractor understands and acknowledges that this contract

Page 25 of 43 Master Contract No. 901951 Procurement Contract No. 21089

is one of a pool of contracts with a not-to-exceed total amount of $49,250. Contractor understands and acknowledges that it is one of a number of contractors receiving payment from the not-to-exceed amount for the same or similar services. The parties agree that the total compensation payable to the pool of Contractors under the pool of contracts designated by County shall not exceed $49,250.

5. Upon award of this Agreement by County, County and Contractor shall forthwith jointly create a schedule governing the timely perfonnance of Contractor's services hereunder. The-agreed upon schedule shall be incorporated into this Agreement upon its adoption by the parties and thereafter Contractor shall perform all services under this Agreement in conformance with the schedule.

6. Final invoices must be submitted for payment within 90 days after the end of the term of this Agreement. Invoices submitted later than 90 days will not be paid.

Page 26 of 43 Master Contract No. 901951 Procurement Contract No. 21089 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 during the entire term of the Agreement or longer, as may be specified below, the following minimum insurance coverage, 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 Liability; Bodily Injury and Property Damage Personal Injury and Advertising Liability, Abuse , Molestation, Sexual Actions , and Assault and Battery 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 individual Bodily Injury and Property Damage contractors with no transportation or hauling related activities c Workers' Compensation (WC) and Employers Liability (EL) WC: Statutory Limits Reouired for all contractors with employees EL: $1 ,000,000 per accident for bodily injury or disease D Professional LiabilitylErrors and Omissions . S1 ,000,000 per occurrence Includes endorsements of contractual liability S2 ,000,000 aQQrei:iate E Directors and Officers Liability $1 ,000:000 per occurrence Including Employment Practices Liability G Endorsements and Conditions :

1. ADDITIONAL INSURED: All insurance required above with the exception of Personal Automobile Liability, Workers' Compensation, Employers Liability, and Professional 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, volunteers, and representatives . The Additional Insured endorsement shall be at least as broad as ISO Form Number CG 20 38 04 13. 2. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement. In addition , Insurance policies and coverage(s) written on a claims-made basis shall be maintained during the entire term of the Agreement and until 3 years following the later of termination of the Agreement and acceptance of all work provided under the Agreement, with the retroactive date of sa id insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement. 3. REDUCTION OR LIMIT OF OBLIGATION : All insurance pol icies, including excess and umbrella insurance policies , shall include an endorsement and be primary and non-contributory and will not seek contribution from any other insurance (or self-insurance) available to the County. The primary and non-contributory endorsement shall be at least as broad as ISO Form 20 01 04 13. 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 ma intained through an insurer with a A.M. Best Rating of no less than A:Vll or equ ivalent, shall be admitted to the State 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 liabi lity of Contractor hereunder. Any deductible or self-insured retention amount or other similar obl igation 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 veri fy that the subcontractor, under its own policies and endorsements, has complied with the insurance requirements in this Agreement, including this Exhibit. The additional Insured endorsement shall be at least as broad as ISO Form Number CG 20 38 04 13. 6. JOINT VENTURES: If Contractor is an association, partnersh ip or other joint business venture . requ ired insurance shall be provided by one of the fo llowing 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. Coverage shall be at least as broad as in the ISO Forms named above. - Joint insurance program with the association , partnership or other joint business venture included as a "Named Insured". 7. CANCELLATION OF INSURANCE : All insurance shall be required 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 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 required certificate(s) and endorsements must be sent as set forth in the Notices provision.

Certificate C2C Page 1of 1 {Rev. 09/25114)

Page 27 of 43 Master Contract No. 901951 Procurement Contract No. 21089

Ai..._CNew York Marine And General Insurance Company 10008 2275 Arlington Drive INSURER c: ACE Am,.rica.n Insurance Comoanv 2.2667 San Leandro, CA 94578 INSURERD : INSURER E: tlSURER f : COVERAGES C ERTIFICATE NUMBER: 1 60706 1 1~ REVISION NUMBER: TH IS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE SE EN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOn'wlTHSTAND"NG ANY REOUIREMEITT, TERM OR CONDI 0 OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CER IFICA E MAY SE ISSUED OR MAY PERTAIN. HE INSURANCE AFFORDED SY TH E POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCE[} BY PAID CLAIMS. •tsR ,, POUCY....., UR TYPE OflttsURANCE ,.,." .. _ POUCYNU!eER 1 1 =."~ UlllTS y A x OO!IWIERCIAL GENERAL LJl.BIUTY 2020-005'7--NPO 7/112020 71 12021 Elo.CH OCCURRENCE s 1,000.000 - ~~· ~:;,!':~~~ · ~ 1--D CVJMS-WDE 0 OCCUR I s!l.>0,000 - tlED EXP fJ.m' one PMO'!) S20,000 1-- PERSONAi. & MN INJURY s 1,000,000 ~ L A~REGATEUMI APi"..IES PER: GENE!t'J. AG:>REG>. TE s 3,000,000 POLICY D :t§" D LOC PRODl.JCTC • COMPX>? M;G S3,000.000 OTHER: s A AllTOMOBILE UAlllUTY 2020-0055 -NPO 71112020 71 .'2021 ~l.!_~i;?.?-~Gl.CE UMll s i,000,000 1-- x Af«A 0 BOOIL Y INJ''JRY (PE< peioon) s ~ 0 1N'·~ E J. GCH EO -ED BOOIL y IN.l'JR ' (P ~' ae ED I X I FL"T El.!TIO~! 1n~ 0 s l'/ORK5R.s COMPEll S!JID SIP WYERS' Ut.51UTV' YHI AN'IFRO?i'JETOR.PA'ITNER,.ECUTIV: E.L. Elo.CHAoctJENT s 1,000.000 OffiC::'l.M:l,!!IEREXCWJ!:D? t IA (MaJIOa:ci

Policy: Irr proper Se-xual Conduct Policy Term: 71 /2020 to 71 12021 Policy Ii: 2Cl20.

C ERT IFICATE HOLD ER CANCELLATIOll

SHOU LD ANY OF THE ABOVE DESCRIBED l'OLICIES BE CANCELL.ED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Alameda County Behavio • Health 2000 Embarcadero Cove, Suite 101 Oakland CA 94606

Page 28 of 43 Master Contract No. 901951 Procurement Contract No. 21089

AGENCYCUSTOMERID : _S_E_N_E_F_A_~_l-0.,;;..;.~~~~~~~~~~~~~~~ LOC#: ~~~~~~~~~ ~ ACORD~ p age 1 0 1 ~ ADDITIONAL REMARKS SCHEDULE AGEHCY tUJiED INSllRED Arthu1 J. G;;,llagner & Co_ Senec.l Family of Agencies 2275 Arfington Drive POUCY NUMSER: San l-eandro, CA 94578

CARRIER INAJ;C(DE EFFECTIVE DATE: ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTI ICATE OF IABILITY I SURANCE p,olicy: Professional Li.lbiliiy p,olicy Term: 7/ 1/2D2il to 71112021 Policy#: 2020•00557- PO Carrier. Nonprofi3' Insurance Al liance of CA Ea ch Claim: $1 , 00.DOO Aggregate: $3,000.00D

Policy: Crime Carrier: Berkley Regional Insurance Company Policy#: BCCR-45001843-25 Policy Term: D7/01/2D20 to 07/0112 2 1 Employ<>e !heft: Limit:$ ,OO!l.000 ,Deductible:S5.00[) Forgery S Alter.ltion: Limit:S1 .DC!O,ODO ,Deduetible:S5,00[) Theft of money and securitiu : Limlt:SS00,000 ,Deduclible:$5,000 Robbery or burglary of Prope-rfy: Limi -S!>!l0,0()[) .Oeductible:SS.000 Money and se-cu ri~ es : Limit:$500,00[) .Deductible:S5,000 Compu!Er !mud: Limit$ ,ODO.ODO ,Oe-ductil>le:S5,0DO Fund transferfraud: Limlt:S _o ,DO ,Deductible:S5,00D Money order and counterfeit paper currency: Li mi:c~ 00 , 000 ,Oe-ductl>le:S5.000 Corporate De-cepiion Fraud (Other): Limit$ 00 ,0DO .Deductible:S5.0DD

Policy: D i ~ctors & Offioers Liability Policy Term: 7/1 f2020 to 7/ 112021 Policy #: 202 0-00057 -DO Carrier. on profits' Insurance A/fJanoe o CA E>eh Claim:$ ,OD0.00-0 , Retention:S10.0[)

Policy: Employment Praetioes Liability Policy Term: 7/1f2020 to 711/2021 Policy#: 2020-0[)557-DO C.a rri"r: Nonprofi:s' Insurance Alliance o! CA Per c:la im: i.000,000 AggrE>JJte: 2,00 . 00RetentionS10 . 00~

Cournty of Alam1>da . - s Board of S pe f\~sors . the individu.;I members thereo-_ and ;.II County o oers. agen:s. employn>s, v unteers. and .-..pres" tJ. - ES are n.]med addition.:;:! insuted wi respect to the oper.ations of the named i sured pe-r the atuched CG 2026 endorse me :.. The insura ce provided in the Commercial General Liability policies a.re primary and any other i nsur~nee sha ll be excess onty - nd not contributir,g. Worke-rs Compe s.s.t ion cover.;ge is evidence only.Wri:ten no "ce sha ll ~ provide-d "'leas: ten ( 10) days i advanO£o of cancellatio for non-payme t of premru and irty (30) days in .;clvan ce fo r any oiher canO£ollation or policy change.

Page 29 of 43 ~- --- ·~ -- ...... ------,•• ···:. ····-··-··•!1'11!!1!!•-··-··-·"'-"''······-··--··-··-···-··-··-·-w-...-.. - ...-...... ,_.... -..- ...···-··-··-·· --··-···---··-··-·······-······-····--·-··-··-·-··-··---,··-··-··-··-...······ ·--··-··-··-...... ~- ·~ ! NUMBER 2341 STATE OF CAL.IFORNIA i j DEPARTMENT OF INDUSTRIAL RELATIONS ! 1 OFFICE OF THE DIRECTOR l :I t• ! ; I CERTIFICATE OF CONSENT TO SELF-INSURE ; ! i THlS IS TO CERTIFY, That i i i Seneca Family Agencies i of i STATE Of'TNCORPORATION CA ~ ! ! has complied with tlle requirements of the Director of industrial Relations under the provisjons of SC(;tions 3700 to 3705, inclusive, of the Labor Code of the ! ! State of California ri_ndis hereby granted this Certificate of Consent to Self-Insure. ; ! This ccrti Cicale may be revoked at any time for good cause.* "'O i ~ (](/ ('1) i w D£PA.RJ'MENT OF l:Nl>USTRT,\L RELATIONS 0 EFFECTIVE PATE: i OF THE STATE ()F CALIFORNIA 0 i ....., : TtlE Day of November 2013 .j::. ht w !

~ i i ! -\ .,'"C ! 0 i !"> "' ! ~ ~ / I (j/'~~ ~ = i (_ _0-..:!f-J'vr -,::..__.-.-=-- 3 ~ ! ~ ~ .,~ = ! Jon Wroten, Chief Christine Ha hr, Director -~ i ~o ! 0 = -.,= =.,- : = !"> 11 i •Rc,·ocatioo of Ccrllf'ii.:;:u.c.-~A rert i fi.a1le of CO'HSt:(lt \Q :.-oelr< rt'iU!C nuJY b: rcvek;:d by tht Dire:cto-r of ln:fustr:il)I Re] nL-i(;.11::-:at any time ror good (~US!after a hea: ·ring. Good GlllSC inehWes. :lQ)('ln,go ther -z!"> - !IJ>"th<: in. ~.1:fill :u:11c 3ll-0<1 w accept less lhen the cornpoll.S31ico d~cor m•kiug it no<:cs;ary .NQ "° ; fc.,,..1tion obligQLirging his compeosalio• oblie;nio.ru: in ...... ! sufla boc Code.\ The Certi ficote may be re'·ok

'-.._._"·'.,."'·-··-•-..•-•••••- ·•w•-••-•'"-·--••---•- ••-••....-...••- •1"- ••- ••••-•••••••a:••••••"l•.._,..__... ., ••••• -•:.:m•••••-•• r.iill•illiiinl•••-••••••••••• ..r.•• ••1•-*.!t.,.._•..••••-•••• -•••.,..·•• ..••••••-•--•••••••:.•-•••,. ..-,,. ...- ..1...-,.; · Master Contract No. 901951 Procurement Contract No. 21089

~~Q!JALlTY COMP r~ H'orken' 'om1>e11sat1011 Solut1ou~~

~~RE: Quality Comp, lnc.- Self-ln ured Worke · Co111pensa 1i n Group~~

~~To Who1 It fay onccm:~~

A pro fofworker;' compensation coverage, I wo uld lik to provide }OU with the a1tachcd Certific(ltc of Consent t elf-I n ure issued to Qual ity Comp. Inc. by the Depanm nt of Industrial Relation., Office of Self-In uran e Plans. This Certifi ate carries an cfTc tiv ·date of Dec mber I, 2004 and do not have an expiration date. The Quality Comp, lnc. program has xce insurance coverage ' ith Safely ational Casualty C rporntion. Safety 1ational is u fully lie nsed and admitted writer o xcess Workers Compensution Jnsuran e in the . tate of CaJifomia(NAI #15105). Thecompanyisraced ·'A ,. ategory"~'V''byA . M . Best& Company .

~~.. pecific Exces ln urancc Exl:css Worker · · mpen. ation: ta.t11tory pt:r ccun-ence e e ofS500,000 Employers Liabili ty: 1.000.000 Limit~~

~~Term of Co,•cragc Effccti c Date: January I, 2020 fapirn1ion: .January I. :202 1~~

~~Ple!lse contuct m if) ou hav('. any questions or requir additional i fomiation. Thank } OU.~~

~~Sincerely,~~

~~; .l:i q11cr 1 Harris Director of ndem~ · i1i11~ RP · Monument~~

~~2 .> C,no,3• V- l!?y p - rf, ;;, UlfE> l(){t JV• ''2 ·n A. l'J::55 T C-.1• -,7,:15,; TOLLFREE S77.6H·~f.ll(' I F ~'(,; 7''>52 I C>< t iC'"0> "" 1:0D94$74 www.monumentllc.com~~

~~Page 31of43 STATE OF CALlll'ORNIA DEPARTMENT OF INDUSTRIAL RELATIONS OFFICE OF THE DIRECTOR NUMBER4515~~

CERT!FICATE OF CONSENT TO SELF-INSURE Quality Comp, Inc. TlilS IS TO CERTIFY, That_{~~~l has compiled with the requirements of the Director of Industrial Relations under the ptOVisioos of Sections 3700 to 3705, inclusive, of the Labor Code of the Sta:te of California and is hereby granted th.ls $>) (JC/"' (1) Certificate of Consent to Seif-Insure. \>) N This certifl.cate may be revoked at any time for good cause shown." 0....., .j::.. \>)

~~El'PU:TIVIE·~~

™Ll.fil_o ...v ~ecember~004 "= 6 r'l ... ISC"I' .. JO :; a: / ~ :» "/ 8 ~ =~ .,~ ....("'.) )iA1'~c;wJlll MARKT. JOHNSON ("'.) 0 0 ....= • ~\'ioncf CertiSc~te .-HA ~tecf ecment to KU/.,,urc mat l.o newbd by tll<>Di~r of lndWlll!Al ltcLrtlcm1•t ~ lkce Io: pd - after• ....= ., IM!adllg. Good cause r.ncludn. am.ting othec tbllll!J, the it\wa.lnMlrt of the so'lwtir an:npensatioo 1'> aocaot Ins than Iha ~ntlO!l du.. or mild,,. ll fo1'th""' ID 1-.rt ID ....z : ~ anlirt Ilic emplow.:r to se<:

~~JJOQC:Om,p!l.u.ce With n tle 8, California Admioistntiye Cod.., GJoap JP.-Adni~tioacf Salf..x-~ . • \C ...... NQ Q \C 00 Ul \C ....~~

~~trOf'MA-4.tOA e 87"""" Master Contract No. 901951 Procurement Contract No. 21089~~

~~STAT! OFCALIPORN IA Gavin 1 ew om. Governor~~

~~CERTl f l ATIO or 1::1...F-1 ' IU. CE 0 .1< \ ORKERS' COMPE 'SATION~~

~~TO WI IOM IT tA Y ONCE~~

~~This certifies that Certific.:11.e of Co nl lo Self-Insure No. 4515 was issued by the Dirednr uf l11 tlu~fri11 I R la1ions to:~~

~~Quality Comp, lnc.~~

~~under rhi: pro' isi as of S ction 3700, Labor Code of C3liforn i3 ' th an cffcct1vc date of l>ccember I. 20{)4 . The cenificnte is currently in full force and effective.~~

~~Dated Bl '~cramento , alifomia Th i< d::iy lh(' 05th ofDc.'Cember 201!1~~

~~Ly Mio Booz, Chief~~

~~ORJG: Jai;;k ic Harris Di.rcc1or OI UndcnYriting Monmumc:nt lnsur.mce Sef\'ices 255 Or ar V all ~y Pl.wy. <\fe 200 Mi:Jyern, l'a 19rs~~

~~Page 33 of 43 Master Contract No. 901951 Procurement Contract No. 21089~~

~~POLICY NUMBER: 2020-00557 COMM ERCIAL GENERAL LIABILITY Named Insured: Seneca Family of Agencies• CG 20 26 0413~~

~~THIS ENDORSEM ENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION~~

~~This endorsement modifies insurance provided under the following:~~

~~COMMERCIAL GENERAL LIABILITY COVERAGE PART~~

~~SCHEDULE~~

~~Name Of Additional Insured Person(s) Or Organization(s):~~

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 term of th is policy. 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.

~~lnfom1ation required to complete this Schedule, if not shown above, will be shown in the Declarations.~~

A. Section II - Who· Is An Insured is amended to B. With respect to the insurance afforded to these include as an addruonal insured the person(s) or additional insureds, the following is added to organization(s) shown in tl1e Schedule, but only Section Ill - Limits Of Insurance: witl1 respect to liability for "bodily injury", "property damage" or "personal and advertising injury" If coverage provided to the additional insured is caused, in whole or in part, by your acts or required by a contract or agreement, the most we omissions or the acts or omissions of those acting will pay on behalf of the additional insured is the on your behalf: amount of insurance: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shovm in the Declarations; rented to you. whichever is less.

However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable Limits of Insurance shown in the insured only applies to the extent permitted by Declarations. law; and 2. If coverage provided to the additional insured is required by a contr.act or agreemenl the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.

~~Page 34 of 43 Master Contract No. 901951 Procurement Contract No. 21089~~

~~~1 NONPROFITS 1...._. INSURA NCE .. ALLIANC E OF CALIFORNIA~~

~~<'! Htad /ot fflSUtOllCf. A H1111t for Nonprofi/S. POLICY NUMBER: 2020-00557~~

~~THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES~~

~~This endorsement modifies insurance provided under the following:~~

~~COMMERCIAL GENERAL LIABILITY COVERAGE PART~~

~~SCHEDULE~~

~~Name of Person or Organization:~~

A. Section 11- WHO IS AN lNSUREO is amended to include: 4. Any public entity as an additional insured, and the officers, officials, employees, agents and/or volunteers of that public entity, as applicable, who may be named in the Schedule above, when you have agreed in a written contract or written agreement presently in effect or becoming effective during the term of this policy, that such public entity and/or its officers, officials, employees, agents and/or volunteers be added as an additional insured(s) on your policy, but only with respect to liability for "bodily injury", "property damage· or "personal and advertising injury" caused, in whole or in part, by: a. Your negligent acts or omissions; or b. The negligent acts or omissions of those acting on your behalf;

~~in the performance or your ongoing operations.~~

No such public entity or individual is an additional insured for liability arising out of the sole negligence by that public entity or its designated individuals. The additional insured status will not be afforded with respect to liability arising out o or related to your actrvities as a real estate manager for that person or organization.

B. Section 111- LIMITS OF INSURANCE is amended lo include: 8. The limits of insurance applicable to the public enti ty and applicable indrviduals identified as an additional insured(s} pursuant to Provision A.4_ above, are those specmed in the written contract between you and that public entity, or the limits available under this policy, whichever are less. These limits are part of and not in addition to the limits of insurance under this policy_

C. W ith respect to the insurance provided to th e additional insured(s), Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIOf'iS is replaced by the following: 4. Other Insurance a. Primary Insurance This insurance is primary if you have agreed in a written contract or written agreement: ( 1) Thal this insurance be primary. If other insurance is also primary, we wi ll share with all that other insurance as described in c. below; or

~~NIAC-E61 02 19 Page 1 01 2~~

~~Page 35 of 43 Master Contract No. 901951 Procurement Contract No. 21089~~

~~~1 NONPROFITS 1u INSURANCE - ALLIM-'C E OF CAUFORNIA POLICY NUMBER: 2020-00557~~

~~(2) The coverage afforded by this insurance is primary and non-contributory with the additional insured(s)' ovm insurance.~~

Paragraphs ( 1) and (2) do not apply to other insurance to which the additional insured(s) has been added as an additional insured or to other insurance described in paragraph b. below. b. Excesslnsurance This insurance is excess over: 1. Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk , Installation Risk or similar coverage for "your work"; (b) That is fire , lightning, or explosion insurance for premises r·ented to you or temporarily occupied by you with pem1ission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises temporarily ocoupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I - COVERAGE A- BODILY INJURY AND PROPERTY DAMAGE. (e) Any other insurance available to an additional insured(s) under this Endorsement covering liability for damages which are subject to this endorsement and for which the additional insured(s) has been added as an additional insured by that other insurance. (1) When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured(s) against any "suit" if any other insurer has a duty to defend the additional insured(s) against that .. suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured(s)' rights against all those other insurers. (2) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. (3) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shmvn in the Declarations of this Coverage Part. c. Methods of Sharing If all of the other insurance available to the additional insured(s) permits contribution by equal shares , we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of lhe loss remains, whichever comes first.

If any other the other insurance available to the additional insured(s) does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers_

~~NIAC-E61 02 19 Page 2 of 2~~

~~Page 36 of 43 Master Contract No. 901951 Procurement Contract No. 21089~~

~~EXHIBITD~~

~~COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).~~

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

~~If there are any exceptions to this certification, insert the exceptions in the following space.~~

~~CONTRACTOR: Seneca Family of Agencies~~

~~PRINCIPAL: ===-:=-=-==-=.::...~~~~~~~~~~-Ken Berrick TITLE: President/CEO~~

~~SIGNATURE: __, _ZS_Do-cu-Si-ne-db-y :______DATE: ___1_1_1_31_2_02_0 ____ _ ~ E2A928A268D24D4 ...~~

~~Page 37 of 43 Master Contract No. 901951 Procurement Contract No. 21089~~

~~EXHIBITE~~

~~HIP AA BUSINESS ASSOCIATE AGREEMENT~~

This Exhibit, the HIP AA Business Associate Agreement ("Exhibit") supplements and is made a part of the underlying agreement ("Agreement") by and between the County of Alameda, ("County" or "Covered Entity") and Seneca Family of Agencies, ("Contractor" or "Business Associate") to which this Exhibit is attached. This Exhibit is effective as of the effective date of the Agreement.

~~I. RECITALS Covered Entity wishes to disclose certain infonnation to Business Associate pursuant to the terms of the Agreement, some of which may constitute Protected Health Information ("PHl");~~

The Privacy Rule and the Security Rule in the HIP AA Regulations require Covered Entity to enter into a contract, containing specific requirements, with Business Associate prior to the disclosure of PHI, as set forth in, but not limited to, Title 45, sections 164.314(a), 164.502(e), and 164.504(e) of the Code of Federal Regulations ("C.F.R.") and as contained in this Agreement.

~~II. ST AND ARD DEFINITIONS~~

Capitalized tenns used, but not otherwise defined, in this Exhibit shall have the same meaning as those tenns are defined in the HIP AA Regulations. In the event of an inconsistency between the provisions of this Exhibit and the mandatory provisions of the HIP AA Regulations, as amended, the HIP AA Regulations shall control. Where provisions of this Exhibit are different than those mandated in the HIP AA Regulations, but are nonetheless pennitted by the HIP AA Regulations, the provisions of this Exhibit shall control. All regulatory references in this Exhibit are to HIP AA Regulations unless otherwise specified.

The following tenns used in this Exhibit shall have the same meaning as those tenns in the HIP AA Regulations: Data Aggregation, Designated Record Set, Disclosure, Electronic Health Record, Health Care Operations, Health Plan, Individual, Limited Data Set, Marketing, Minimum Necessary, Minimum Necessary Rule, Protected Health lnfonnation, and Security Incident.

~~The following tenn used in this Exhibit shall have the same meaning as that tenn in the HITECH Act: Unsecured PHI.~~

~~III. SPECIFIC DEFINITIONS~~

~~Agreement. "Agreement" shall mean the underlying agreement between County and Contractor, to which this Exhibit, the HIP AA Business Associate Agreement, is attached.~~

~~Page 38 of 43 Master Contract No. 901951 Procurement Contract No. 21089 activity, or service delegated by Contractor.~~

~~Contractual Breach. "Contractual Breach" shall mean a violation of the contractual obligations set forth in this Exhibit.~~

~~Electronic Protected Health Information. "Electronic Protected Health Information" or "Electronic PHI" means Protected Health Information that is maintained in or transmitted by electronic media.~~

~~Exhibit. "Exhibit" shall mean this HIPAA Business Associate Agreement.~~

~~HIPAA. "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191.~~

HIPAA Breach. "HIPAA Breach" shall mean a breach of Protected Health Information as defined in 45 C.F.R. 164.402, and includes the unauthorized acquisition, access, use, or Disclosure of Protected Health Information which compromises the security or privacy of such information.

HIPAA Regulations. "HIP AA Regulations" shall mean the regulations promulgated under HIP AA by the U.S. Department of Health and Human Services, including those set forth at 45 C.F.R. Parts 160 and 164, Subparts A, C, and E.

~~HITECH Act. "HITECH Act" shall mean the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (the "HITECH Act").~~

~~Secretary. "Secretary" shall mean the Secretary of the United States Department of Health and Human Services ("DHHS") or his or her designee.~~

Security Rule and Security Regulations. "Security Rule" and "Security Regulations" shall mean the standards for security of Electronic PHI set forth in the HIP AA Regulations at 45 C.F.R. Parts 160 and 164, Subparts A and C.

~~IV. PERMITTED USES AND DISCLOSURES OF PHI BY BUSINESS ASSOCIATE~~

~~Business Associate may only use or disclose PHI:~~

~~B. As required by law; and~~

C. For the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided the disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom the infonnation is disclosed that the infonnation will remain confidential and used or further disclosed only as required by law or for Page 39 of 43 Master Contract No. 901951 Procurement Contract No. 21089

the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the infonnation has been breached.

~~V. PROTECTION OF PHI BY BUSINESS ASSOCIATE~~

A. Scope ofExhibit . Business Associate acknowledges and agrees that all PHI that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording and electronic display, by Covered Entity or its operating units to Business Associate, or is created or received by Business Associate on Covered Entity's behalf, shall be subject to this Exhibit.

B. PHI Disclosure Limits. Business Associate agrees to not use or further disclose PHI other than as permitted or required by the HIP AA Regulations, this Exhibit, or as required by law. Business Associate may not use or disclose PHI in a manner that would violate the HIP AA Regulations if done by Covered Entity.

C. Minimum Necessary Rule. When the HIP AA Privacy Rule requires application of the Minimum Necessary Rule, Business Associate agrees to use, disclose, or request only the Limited Data Set, or if that is inadequate, the minimum PHI necessary to accomplish the intended purpose of that use, Disclosure, or request. Business Associate agrees to make uses, Disclosures, and requests for PHI consistent with any of Covered Entity's existing Minimum Necessary policies and procedures.

D. HIPAA Security Rule. Business Associate agrees to use appropriate administrative, physical and technical safeguards, and comply with the Security Rule and HIP AA Security Regulations with respect to Electronic PHI, to prevent the use or Disclosure of the PHI other than as provided for by this Exhibit.

F. Notification ofBr each . During the tenn of the Agreement, Business Associate shall notify Covered Entity in writing within twenty-four (24) hours of any suspected or actual breach of security, intrusion, HIP AA Breach, and/or any actual or suspected use or Disclosure of data in violation of any applicable federal or state laws or regulations. This duty includes the reporting of any Security Incident, of which it becomes aware, affecting the Electronic PHI. Business Associate shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized use or Disclosure required by applicable federal and/or state Jaws and regulations. Business Associate shall investigate such breach of security, intrusion, and/or HIPAA Breach, and provide a written report of the investigation to Covered Entity's HIPAA Privacy Officer or other designee that is in compliance with 45 C.F.R. section 164.410 and that includes the identification of each individual whose PHI has been breached. The report shall be delivered within fifteen ( 15) working days of the discovery of the breach or unauthorized use or Disclosure. Business Associate shall be responsible for any obligations under the HIP AA Regulations to notify individuals of such breach, unless Covered Entity agrees otherwise.

~~Page 40 of 43 Master Contract No. 901951 Procurement Contract No. 21089~~

shall obtain written contracts agreeing to such terms from all agents and subcontractors. Any subcontractor who contracts for another company' s services with regards to the PHI shall likewise obtain written contracts agreeing to such terms. Neither Business Associate nor any of its subcontractors may subcontract with respect to this Exhibit without the advanced written consent of Covered Entity.

H. Review ofR ecords. Business Associate agrees to make internal practices, books, and records relating to the use and Disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity available to Covered Entity, or at the request of Covered Entity to the Secretary, in a time and manner designated by Covered Entity or the Secretary, for purposes of the Secretary determinjng Covered Entity's compliance with the HlPAA Regulations. Business Associate agrees to make copies of its HIP AA training records and HIP AA business associate agreements with agents and subcontractors available to Covered Entity at the request of Covered Entity.

I. Peiforming Covered Entity 's HIPAA Obligations. To the extent Business Associate is required to carry out one or more of Covered Entity's obligations under the HIPAA Regulations, Business Associate must comply with the requirements of the HIP AA Regulations that apply to Covered Entity in the perfonnance of such obligations.

J. Restricted Use ofPHI/or Marketing Purposes. Business Associate shall not use or disclose PHI for fundraising or Marketing purposes unless Business Associate obtains an Individual' s authorization. Business Associate agrees to comply with all rules governing Marketing communications as set forth in HIP AA Regulations and the HITECH Act, including, but not limited to, 45 C.F.R. section 164.508 and 42 U.S.C. section 17936.

K. Restricted Sale ofPHI. Business Associate shall not directly or indirectly receive remuneration in exchange for PHI, except with the prior written consent of Covered Entity and as pennitted by the HITECH Act, 42 U.S.C. section 17935(d)(2); however, this prohibition shall not affect payment by Covered Entity to Business Associate for services provided pursuant to the Agreement.

L. De-Identification ofPHI. Unless otherwise agreed to in writing by both parties, Business Associate and its agents shall not have the right to de-identify the PHI. Any such de identification shall be in compliance with 45 C.F.R. sections 164.502(d) and 164.514(a) and (b).

M. Material Contractual Breach. Business Associate understands and agrees that, in accordance with the HITECH Act and the HIP AA Regulations, it will be held to the same standards as Covered Entity to rectify a pattern of activity or practice that constitutes a material Contractual Breach or violation of the HIP AA Regulations. Business Associate further understands and agrees that: (i) it will also be subject to the same penalties as a Covered Entity for any violation of the HIP AA Regulations, and (ii) it will be subject to periodic audits by the Secretary.

~~VI. INDIVIDUAL CONTROL OVER PHI~~

A. Individual Access to PHI. Business Associate agrees to make available PHI in a Designated Record Set to an Individual or Individual 's designee, as necessary to satisfy Covered Entity' s obligations under 45 C.F.R. section 164.524. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.

B. Accounting ofDisclo sures. Business Associate agrees to maintain and make available the infonnation required to provide an accounting of Disclosures to an Individual as necessary to satisfy Page 41 of 43 Master Contract No. 901951 Procurement Contract No. 21089

~~Covered Entity's obligations under 45 C.F.R. section 164.528. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.~~

C. Amendment to PHI. Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 C.F.R. section 164.526, or take other measures as necessary to satisfy Covered Entity's obligations under 45 C.F.R. section 164.526. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.

~~VII. TERMINATION~~

B. Termination due to Criminal Proceedings or Statutory Violations. Covered Entity may terminate the Agreement, effective immediately, if (i) Business Associate is named as a defendant in a criminal proceeding for a violation of HIP AA, the HITECH Act, the HIP AA Regulations or other security or privacy laws or (ii) a finding or stipulation that Business Associate has violated any standard or requirement of HIP AA, the HITECH Act, the HIP AA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which Business Associate has been joined.

C. Return or Destruction ofPHI. In the event of termination for any reason, or upon the expiration of the Agreement, Business Associate shall return or, if agreed upon by Covered Entity, destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the PHI. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate.

~~VIII. MISCELLANEOUS~~

A. Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Assoc;iate with this Exhibit, HIP AA, the HIP AA Regulations, or the HITECH Act will be adequate or satisfactory for Business Associate's own purposes or that any information in Business Associate' s possession or control, or transmitted or received by Business Associate is or will be secure from unauthorized use or Disclosure. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of PHI.

~~Page 42 of 43 Master Contract No. 901951 Procurement Contract No. 21089~~

B. Regulatory Ref erences. A reference in this Exhibit to a section in HIP AA, the HIP AA Regulations, or the HITECH Act means the section as in effect or as amended, and for which compliance is required.

~~E. No Third Party Beneficiaries. Except as expressly provided herein or expressly stated in the HIP AA Regulations, the parties to this Exhibit do not intend to create any rights in any third parties.~~

F. Governing Law. The provisions of this Exhibit are intended to establish the minimum requirements regarding Business Associate's use and Disclosure of PHI under HIP AA, the HIP AA Regulations and the HITECH Act. The use and Disclosure of individually identified health information is also covered by applicable California law, including but not limited to the Confidentiality of Medical Information Act (California Civil Code section 56 et seq.). To the extent that California law is more stringent with respect to the protection of such information, applicable California law shall govern Business Associate's use and Disclosure of confidential infonnation related to the perfonnance of this Exhibit.

G. Interpretation. Any ambiguity in this Exhibit shall be resolved in favor of a meaning that pennits Covered Entity to comply with HIP AA, the HIP AA Regulations, the HITECH Act, and in fa vor of the protection of PHI.

~~This EXHIBIT, the HIP AA Business Associate Agreement is hereby executed and agreed to by CONTRACTOR:~~

~~Name: Seneca Family of Agencies By (Signature): CrV E2A928A268024D4 ...~~

~~Print Name: -=-===...=..:==..:=;..=.~~~~~~~~~~-Ken Berrick~~

~~Title: President/CEO~~

~~Page 43 of 43~~