ALAMEDA COUNTY COMMUNITY DEVEWPMENT AGENCY HOUSING AND COMMUNITY DEVELOPMENT DEPARTMENT

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---March 27,2012 224 WWinton Avenue room 108 Hayward (allfomla 94544-1215 phone 510.670.5404 fax 510.670.6378 TTY 510.265.0253 WNW. acgov.

1 ALAMEDA COUNTY COMMUNITY DEVEWPMENT AGENCY HOUSING AND COMMUNITY DEVELOPMENT DEPARTMENT Chris Bazar Agency O"""tor /'( hcd Linda M. Gardner Housing Director March 13,2012 Honorable Board of Supervisors Administration Building Oakland, CA Dear Board Members: AGENDA ITEM No. ---March 27, WWinton Avenue room 108 Hayward (allfomla phone fax TTY WNW. acgov.orglcda SUBJECT: APPROVE ASSIGNMENT AND TRANSFER OF ARK OF REFUGE, INC. HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS (HOPWA) CONTRACTS TO YVETTE A. FLUNDER FOUNDATION RECOMMENDATION: I. Authorize and approve the assignment and transfer of the following contracts from Ark ofrefuge, Inc. to the Yvette A. Flunder Foundation: A. HOPWA Services-Walker House Procurement Contract No (Principal: Bishop Yvette Flunder; Location: Oakland) for the term March 1, 20 II to August 31, 2012 in the amount of $252, 193 to new Procurement Contract No issued in $84, (remaining amount from contract No. 6159); and B. HOPWA Pennanent Supportive Housing-Project Independence Procurement Contract No (Principal: Bishop Yvette Flunder; Location: Oakland) for the tenn September I, 2009 to December 31, 2012 in the amount of $459,057 to new Procurement Contract No issued in $90,057 (remaining amount from contract No. 4485). 2. Delegate authority to the Community Development Agency Director, or his designee, upon review and approval of County Counsel, to execute the Assignment and Transfer Agreements with Ark of Refuge, Inc. and the Yvette A. Flunder Foundation. SUMMARY!DISCUSSION: Ark of Refuge, Inc has provided pennanent supportive housing and supportive services to persons living with HIVIAIDS in Alameda County since 1997; under two HOPWA contracts administered by the Conummity Development Agency's Housing and Conununity Development Department (BCD). The Ark of Refuge intends to dissolve as a Corporation in accordance with applicable statutes and regulations after the assignment and transfer of contracts and assets is completed. Ark of Refuge, Inc. has requested the assignment and transfer ofthese two contracts to the Yvette A. Flunder Foundation (YAFF), a non-profit entity operating under the same directors and staff. to consolidate activities, operations and reduce associated costs. The contract for Walker House covers operating costs for a ten-bed congregate living facility in east Oakland for persons living with HIVIAIDS. HOPWA housing development funds were

Board of Supervisors March 13,2012 Page 2 of 2 approved by your Board in 1994, 1998, 2000 and 2001 for predevelopment and to rehabilitate and renovate the property.

Department of Housing and Urban Development (HUD) Homeless Assistance funds and federal Ryan White Care Act funding administered by the Alameda County Health Care Services Agency Public Health

The Project Independence (PI) contract provides tenant-based rental assistance (TBRA) and supportive services to persons living with HIV/AIDS in Alameda County who are at risk ofhomelessness and for

2 Board of Supervisors March 13,2012 Page 2 of 2 approved by your Board in 1994, 1998, 2000 and 2001 for predevelopment and to rehabilitate and renovate the property. Walker House is also supported by U.S. Department of Housing and Urban Development (HUD) Homeless Assistance funds and federal Ryan White Care Act funding administered by the Alameda County Health Care Services Agency Public Health Department, Office of AIDS Administration OAA). The HUD and OAA contracts have already been transferred to YAFf. The Project Independence (PI) contract provides tenant-based rental assistance (TBRA) and supportive services to persons living with HIV/AIDS in Alameda County who are at risk ofhomelessness and for whom a shallow rental subsidy and supportive services will ensure their housing stability. Ark of Refuge was approved by HUD as one of three PI Project Sponsors in HUD has renewed the PI grant five times for the same specified and approved Sponsors. This contract prevents homelessness for 40 households ongoing primarily in Oakland and north county. HOPWA is a federally funded program designed to increase affordable housing opportunities for people living with HIV/AIDS. Entitlement funds from the U.S. Department of Housing and Urban Development (HUD) are allocated to Eligible Metropolitan Areas (EMAs) based on cwnulative numbers of persons with HIV/AIDS. The City of Oakland contracts with the Community Development AgencylHousing and Community Development Department (BCD) to administer the HOPWA Entitlement funds in Alameda County. HCD is the direct grantee for Project Independence HOPWA competitive funds and has administered PI since SELECTION CRITERIA AND PROCESS Allocation ofthese funds were originally awarded through competitive Requestfor Proposal (RFP) processes administered by NCD for the operation offacilities and provision oftbra and supportive services for persons living with HIVIAIDS and approved by City ofoakland and HUD respectively. The Auditor's Office ofcon/raei Compliance has reviewed and issued Federal Funds Waivers #F255A and #F365 for these contracts. FINANCING: 111e Walker House contract is funded by FY 2010 HOPWA Entitlement funds. The PI contract is funded from a multi-year federal grant. No additional appropriations are required and there is no Net County Cost as a result of this action. ~ms, Chris Bazar, ~ Community Development Agency cc: Susan Muranishi, County Administrator Patrick O'Connell, Auditor-Controller Donna R. Zeigler, County Counsel Louie Martirez, County Administrator's Office William Fleishhacker, Office of the County Counsel U.S. Singh, CDA Finance Director G: IHCDIHOMELESSIHOPWA \CONTRACTSlhlw Ark ofrefuge Assignment and Transfer 80S Ilr. doc

3 ASSIGNMENT AND ASSUMPTION AGREEMENT (Alameda County Housing Opportunities for People With AIDS (HOPWA) Services Contract) 1bis Assignment and Asswnption Agreement ("Agreement") is made as of March 1, 2012, by and among Ark of Refuge, In~, a California nonprofit public benefit corporation ("COIporation"), Yvette A. Flunder Foundation, Inc., a California nonprofit public benefit corporation ("Foundation), and the County of Alameda ('"'"County"). Recitals: Whereas, "the County and Corporation entered into a "Contract for the Use ofhopwa Funds" dated March 15, 2011 (the "Contract"); and Whereas, pursuant to the Contract, the Corporation agreed to perform certain services in connection with the operation of Walker House, a residential housing program located at 9702 International Boulevard in Oakland., California, in return for reimbursement of HOPWA funds by the County in an amount not exceeding $168,138 for the specified contract term; and Whereas, the Corporation is assigning to the Foundation the Corporation's rights and liabilities under the Contract; and Whereas, the County does not object to the assignment between the Corporation and the Foundation; Now, therefore, for good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the parties agree as follows: 1. Assigrunent. The Corporation hereby assigns to the Foundation all of the Corporation's rights and obligations under the Contract. 2. Acceptance. The Foundation hereby accepts such assignment and agrees to be bound by the tenus of the Contract. 3. R~.Qr~.s~nt~l.ti9~,_.Warranties ~d CoveDants. As a material inducement to the County consenting to this Agreement, the Foundation represents and warrants to the County that the following are true and correct as of the date of this Agreement and shall continue to be true and correct for the duration of the Contract, including any amendments or extension thereof: (a) The FOillldation is the owner or tenant ofthe residential living facility located at 9702 International Boulevard, known as Walker House. (b) The Foundation is fully qualified and equipped to perform the duties and services required by the Contract. (c) Execution and delivery oftltis Agreement by the Foundation and the petformance ofthe transactions contemplated herein have been duly authorized by all requisite corporate

4 proceedings and its Chief Operating Officer is duly auihorized to execute this Agreement on behalfofthe Foundation. 4. Consent. The County consents to such assignment, 3J1d from and fu""ter the date of this Agreement and agrees to look solely to the Foundation for the penonnance oftbe Corporation's obligations under the Contract; provided, however, that this Consent does not act to release the Corporation from any obligation or liability that exists as of the date of this Agreement related to the Contract. 5. Counterparts. This Agreement may be executed in counterparts, each ofwhich shall be an original, but all ofwhich together constitute one and the same instrument. In witness whereof, the parties have executed this Agreement as of the date first written above. "Corporation" ARK OF REFUGE, INC. a nonprofit public benefit corporation By: Chief Operating Officer "Foundation" YVETTE A. FLUNDER FOUNDATION, INC. a nonprofit public benefit corporation BY:~ yea:fiuildef Executive Director 1025 Howard Street, San Francisco, CA Address 1271 Washington Avenue, Box 220, San Leandro, CA Mailing Address Tax Identification Number M~ Fran HD: Users:msfmn:Downlollds:hlw ARK assignmem HOPWA contract I 12 (AW edils)-i.doc 2

5 "COUNT~' COUNTY OF ALAMEDA By: Linda M. Gardner Housing Director APPROVED AS TO FORM: TYCOUNSEL BY: ---,f.rc-----''::: 's~ Ms Fran HD:Users:m.~fraJl:DownIC»ld.<:hlw ARK assignment HOPWA conltaet I 12 (AW edits).l_doc 3

6 ASSIGNMENT AND ASSUMPTION AGREEMENT (Alameda County Housing Opportunities for People With AlDS (HOPWA) Permanent Supportive Housing (psi-!) Project Independence (PI) Contract) This Assignment and Assumption Agreement ("Agreement") is made as of March 1, 2012, by and among Ark of Refuge, Inc., a California nonprofit public benefit corporation ("Corporation"), Yvette A. Flunder Foundation, Inc., a California nonprofit public benefit corporation ("Foundation), and the County of Alameda ("County"). Recitals: Whereas, the County and Corporation entered into a «Contract for the Use of HOPWA Permanent Supportive Housing Funds" dated September 1,2009 (the "Contract"); and Whereas, pursuant to the Contract, the Corporation agreed to perfonn certain services in connection with the operation of Project Independence, a homeless prevention and pennanent supportive housing program serving clients at scattered sites throughout Alameda County, California, in retum for reimbursement of HOPWA PI funds by the County in an amount not exceeding $459,057 for the specified contract term; and Whereas, the Corporation is assigning to the Foundation the Corporation's rights and liabilities under the Contract; and Whereas, the County does not object to the assignment between the Corporation and the Foundation; Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Assignment. The Corporation hereby assigns to the Foundation all of the Corporation's rights and obligations under the Contract. 2. Acceptance. The Foundation hereby accepts such assignment and agrees to be bound by the terms of the Contract. 3. Representations, Warranties and Covenants. As a material inducement to the County consenting to this Agreement, the Foundation represents and warrants to the County that the following are true and correct as of the date of this Agreement and shall continue to be true and correct for the duration of the Contract, including any amendments or extension thereof: (a) The Foundation is fully qualified and equipped to perfonn the duties and services required by the Contract. (b) Execution and delivery of this Agreement by the R,oundation and the performance of the transactions contemplated herein have been duly authorized\~y all requisite corporate

7 proceedings and its Chief Operating Officer is duly authorized to execute this Agreement on behalf ofthe Foundation. 4. ConsenL The County consents to such assignment, and from and after the date of this Agreement and agrees to look solely to the Foundation for the performance ofthe Corporation's obligations under the Contract; provided, however, that this Consent does not act to release the Corporation from any obligation or liability that exists as of the date of this Agreement related to the Contract. 5. Counterparts. This Agreement may be executed in counterparts, each of which shall be an originaj, but all of which together constitute one and the same instrument. In witness whereof, the parties have executed tius Agreement as of the date ftrst written above. "Corporation,.. ARK OF REFUGE, INC. a nonprofit public benefit corporation By: ::f/~h,- Franzetta Houston Chief Operating Officer "Foundation" YVETTE A. FLUNDER FOUNDATION, INC. a nonprofit public benefit corporation By Y Y ette A Flunder Executive Director 1025 Howard Street, San Francisco, CA Address 1271 Washington Avenue, Box 220, San LeandtQ, CA Mailing Address Tax Identification Number Ms Fl'1lI1 JfO:Uscrs:msfran:DoWllloods:hlw ARK assignment PI contracl 2 J2.doc 2

8 "COUNTY" COUNTY OF ALAMEDA By: Linda M. Gardner Housing Director APPROVED AS TO FORM: DONNA R. ZIEGLER, COUNTY COUNSEL BY:~~ WjJiiamF1eis~icker:DeI>Uty County Counsel Ms Fran HD: Usern:msfTan: Downloads:hlw ARK lissignmcnt PI contract 2 12,doc 3

ALAMEDA COUNTY COMMUNITY DEVELOPMENT AGENCY. AGENDA ITEM NO..~_~ March 31, 2009

ALAMEDA COUNTY COMMUNITY DEVELOPMENT AGENCY REDEVELOPMENT AGENCY Chris Bazar Agency Director Eileen Dalton Red~JopmentDirector,',' 1 WeSI VV'''len Avenue Room: 10 liayward ~~"ljrfor~lia 94'j44 J)1., phone