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PD Professional Services Contract; Built for ZeroCAO CanlradLOU INX U t?Y COUNTY OF MARIN PROFESSIONAL SERVICES CONTRACT 2015 - Edition 1 THIS CONTRACT is made and entered into this 1 day of October, 2019, by and between the COUNTY OF MARIN, hereinafter referred to as "County" and City of San Rafael, hereinafter referred to as "Contractor." RECITALS: WHEREAS, County desires to retain a person or firm to provide the following service: Built for Zero; and WHEREAS, Contractor warrants that it is qualified and competent to render the aforesaid services; NOW, THEREFORE, for and in consideration of the Contract made, and the payments to be made by County, the parties agree to the following: 1. SCOPE OF SERVICES: Contractor agrees to provide all of the services described in Exhibit A attached hereto and by this reference made a part hereof. 2. FURNISHED SERVICES: The County agrees to: A. Guarantee access to and make provisions for the Contractor to enter upon public and private lands as required to perform their work), B. Make available all pertinent data and records for review. C. Provide general bid and Contract forms and special provisions format when needed. 3. FEES AND PAYMENT SCHEDULE: The fees and payment schedule for furnishing services under this Contract shall be based on the rate schedule which is attached hereto as Exhibit B and by this reference Incorporated herein. Said fees shall remain in effect for the entire term of the Contract. Contractor shall provide County with his/her/its Federal Tax LD, number prior to submitting the first invoice. 4. MAXIMUM COST TO COUNTY: In no event will the cost to County for the services to be provided herein exceed the maximum sum of $3,000 including direct non -salary expenses. As set forth in section 14 of this Contract, should the funding source for this Contract be reduced, Contractor agrees that this maximum cost to County may be amended by written notice from County to reflect that reduction. 5. TIME OF CONTRACT: This Contract shall commence on October 1, 2019, and shall terminate on June 30, 2020. Certificate(s) of Insurance must be current on day Contract commences and if scheduled to lapse prior to termination date, must be automatically updated before final payment may be made to Contractor. The final invoice must be submitted within 30 days of completion of the stated scope of services. 6. INSURANCE: Commercial General Liability: The Contractor shall maintain a commercial general liability insurance policy In the amount of $1,000,000 ($2,000,000 aggregate). The County shall be named as an additional insured on the commercial general liability policy. Page 1 of 8 Revised 20150105 q-3—qb�-- Commercial Automobile Liability: Where the services to be provided under this Contract involve or require the use of any type of vehicle by Contractor, Contractor shall provide comprehensive business or commercial automobile liability coverage, including non -owned and hired automobile liability, in the amount of $1,000,000.00. Workers' Compensation: The Contractor acknowledges the State of California requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of the Labor Code. If Contractor has employees, a copy of the certificate evidencing such insurance, a letter of self-insurance, or a copy of the Certificate of Consent to Self -Insure shall be provided to County prior to commencement of work. Errors and Omissions, Professional Liability or Malpractice Insurance. Contractor may be required to carry errors and omissions, professional liability or malpractice insurance. All policies shall remain in force through the life of this Contract and shall be payable on a "per occurrence" basis unless County specifically consents to a "claims made" basis. The insurer shall supply County adequate proof of insurance and/or a certificate of insurance evidencing coverages and limits prior to commencement of work. Should any of the required insurance policies in this Contract be cancelled or non -renewed, it is the Contractor's duty to notify the County immediately upon receipt of the notice of cancellation or non -renewal. If Contractor does not carry a required insurance coverage and/or does not meet the required limits, the coverage limits and deductibles shall be set forth on a waiver, Exhibit C, attached hereto. Failure to provide and maintain the insurance required by this Contract will constitute a material breach of this Contract. In addition to any other available remedies, County may suspend payment to the Contractor for any services provided during any time that insurance was not in effect and until such time as the Contractor provides adequate evidence that Contractor has obtained the required coverage. 7. ANTI DISCRIMINATION AND ANTI HARASSMENT: Contractor and/or any subcontractor shall not unlawfully discriminate against or harass any individual including, but not limited to, any employee or volunteer of the County of Marin based on race, color, religion, nationality, sex, sexual orientation, age or condition of disability. Contractor and/or any subcontractor understands and agrees that Contractor and/or any subcontractor is bound by and will comply with the anti discrimination and anti harassment mandates of all Federal, State and local statutes, regulations and ordinances Including, but not limited to, County of Marin Personnel Management Regulation (PMR) 21. 8. SUBCONTRACTING: The Contractor shall not subcontract nor assign any portion of the work required by this Contract without prior written approval of the County except for any subcontract work identified herein. If Contractor hires a subcontractor under this Contract, Contractor shall require subcontractor to provide and maintain insurance coverage(s) Identical to what is required of Contractor under this Contract and shall require subcontractor to name Contractor and County of Marin as an additional insured under this Contract for general liability. It shall be Contractor's responsibility to collect and maintain current evidence of insurance provided by its subcontractors and shall forward to the County evidence of same. 9. ASSIGNMENT: The rights, responsibilities and duties under this Contract are personal to the Contractor and may not be transferred or assigned without the express prior written consent of the County. 10. LICENSING AND PERMITS: The Contractor shall maintain the appropriate licenses throughout the life of this Contract. Contractor shall also obtain any and all permits which might be required by the work to be performed herein. Page 2 of 8 Revised 20160106 11, BOOKS OP RECORD AND AUDIT PROVISION: Contractor shall maintain on a current basis complete books and records relating to this Contract. Such records shall include, but not be limited to, documents supporting all bids, all income and all expenditures. The books and records shall be original entry books with a general ledger itemizing all debits and credits for the work on this Contract. In addition, Contractor shal' maintain detailed payroll records including all subsistence, travel and field expenses, and canceled checks, receipts and invoices for all items. These documents and records shall be retained for at least five years from the completion of this Contract. Contractor will permit County to audit all books, accounts or records relating to this Contract or all books, accounts or records of any business entities controlled by Contractor who participated in this Contract in any way. Any audit may be conducted on Contractor's premises or, at County's option, Contractor shall provide all books and records within a maximum of fifteen (15) days upon receipt of written notice from County. Contractor shall refund any monies erroneously charged. 12. WORK PROD UCTIPRE-EXISTING WORK PRODUCT OF CONTRACTOR: Any and all work product resulting from this Contract is commissioned by the County of Marin as a work for hire. The County of Marin shall be considered, for all purposes, the author of the work product and shall have all rights of authorship to the work, including, but not limited to, the exclusive right to use, publ'sh, reproduce, copy and make derivative use of, the work product or otherwise grant others limited rights to use the work product. To the extent Contractor incorporates into the work product any pre-existing work product owned by Contractor, Contractor hereby acknowledges and agrees that ownership of such work product shall be transferred to the County of Marin. 13. TERMINATION: A. If the Contractor fails to provide in any manner the services required under this Contract or otherwise fails to comply with the terms of this Contract or violates any ordinance, regulation or other law which applies to its performance herein, the County may terminate this Contract by giving five (5) calendar days written notice to the party involved. B. The Contractor shall be excused for failure to perform services herein if such services are prevented by acts of God, strikes, labor disputes or other forces over which the Contractor has no control. C. Either party hereto may terminate this Contract for any reason by giving thirty (30) calendar days written notice to the other parties. Notice of termination shall be by written notice to the other parties and be sent by registered mail. D. In the event of termination not the fault of the Contractor, the Contractor shall be paid for services performed to the date of termination in accordance with the terms of this Contract so long as proof of required insurance is provided for the periods covered in the Contract or Amendment(s). 14. APPROPRIATIONS: The County's performance and obligation to pay under this Contract Is contingent upon an annual appropriation by the Marin County Board of Supervisors, the State of California or other third party. Should the funds not be appropriated County may terminate this Contract with respect to those payments for which such funds are not appropriated. County will give Contractor thirty (30) days' written notice of such termination. All obligations of County to make payments after the termination date will cease. Where the funding source for this Contract is contingent upon an annual appropriation or grant from the Marin County Board of Supervisors, the State of California or other third party, County's performance and obligation to pay under this Contract is limited by the availability of those funds. Should the funding source for this Contract be eliminated or reduced, upon written notice to Contractor, County may reduce the Maximum Cost to County Identified in section 4 to reflect that elimination or reduction. Page 3 of 8 Revised 20150105 15. RELATIONSHIP BETWEEN THE PARTIES: It is expressly understood that in the performance of the services herein, the Contractor, and the agents and employees thereof, shall act In an independent capacity and as an independent Contractor and not as officers, employees or agents of the County. Contractor shall be solely responsible to pay all required taxes, including but not limited to, all withholding social security, and workers' compensation. 16. AMENDMENT: This Contract may be amended or modified only by written Contract of all parties. 17. ASSIGNMENT OF PERSONNEL: The Contractor shall not substitute any personnel for those specifically named In its proposal unless personnel with substantially equal or better qualifications and experience are provided, acceptable to County, as is evidenced in writing. 1 B. JURISDICTION AND VENUE: This Contract shall be construed in accordance with the laws of the State of California and the parties hereto agree that venue shall be in Marin County, California. 19. INDEMNIFICATION: Contractor agrees to indemnify, defend, and hold County, its employees, officers, and agents, harmless from any and all liabilities Including, but not limited to, litigation costs and attorney's fees arising from any and all claims and losses to anyone who may be injured or damaged by reason of Contractor's negligence, recklessness or willful misconduct in the performance of this Contract. 20. COMPLIANCE WITH APPLICABLE LAWS: The Contractor shall comply with any and all Federal, State and local laws and resolutions: including, but not limited to the County of Marin Nuclear Free Zone, Living Wage Ordinance, and Board of Supervisors Resolution #2005-97 prohibiting the off -shoring of professional services involving employee/retiree medical and financial data affecting services covered by this Contract. Copies of any of the above -referenced local laws and resolutions may be secured from the Contract Manager referenced in section 21. In addition, the following NOTICES may apply: 1. Pursuant to California Franchise Tax Board regulations, County will automatically withhold 7% From all payments made to vendors who are non-residents of California. 2. Contractor agrees to meet all applicable program access and physical accessibility requirements under State and Federal laws as may apply to services, programs or activities for the benefit of the public. 3. For Contracts involving any State or Federal grant funds, Exhibit D must be attached. Exhibit D shall consist of the printout results obtained by search of the System for Award Management at www.sam.gov. Exhibit D - Debarment Certification By signing and submitting this Contract, the Contractor is agreeing to abide by the debarment requirements as set out below. • The certification in this clause Is a material representation of fact relied upon by County. • The Contractor shall provide immediate written notice to County if at any time the Contractor learns that its certification was erroneous or has become erroneous by reason of changed circumstances. Contractor certifies that none of Its principals, affiliates, agents, representatives or contractors are excluded, disqualified or Ineligible for the award of contracts by any Federal agency and Contractor further certifies to the best of its knowledge and belief, that it and its principals: • Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal Department or Agency; Page 4 of 8 Revised 20160105 • Have not been convicted within the preceding three -years of any of the offenses listed in 2 CFR 180,800(a) or had a civil judgment rendered against it for one of those offenses within that time period; • Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or Local) with commission of any of the offenses listed in 2 CFR 180.800(a); • Have not had one or more public transactions (Federal, State, or Local) terminated within the preceding three -years for cause or default. • The Contractor agrees by signing this Contract that it will not knowingly enter into any subcontract or covered transaction with a person who is proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. • Any subcontractor will provide a debarment certification that includes the debarment clause as noted in preceding bullets above, without modification. 21. NOTICES: This Contract shall be managed and administered on County's behalf by the Department Contract Manager named below. All invoices shall be submitted and approved by this Department and all notices shall be given to County at the following location: Contract Manager: Ken Shapiro T 1177 Francisco Blvd E. Ste B Dept./Location: San Rafael CA 94901 Telephone No.: 415-473-2093 Notices shall be given to Contractor at the following address: Contractor: City of San Rafael PO Box 151560 Address: San Rafel CA 94915 Telephone No.: 415-485-3470 22, ACKNOWLEDGEMENT OF EXHIBITS JXJ Check applicable Exhibits EXHIBIT A. EXHIBIT B. EXHIBIT C. EXHIBIT D. EXHIBIT E. OTHER REQUIRED EXHIBITS (HHS USE ONLY) CONTRACTOR'S INITIAILS ZI Scope of Services c ® Fees and Payment F11 Insurance Reduction/Waiver ® Contractor's Debarment Certification ® Subcontractor's Debarment Certification Ell IN WITNESS WHEREOF, the parties have executed this Contract on the date first above written. CONTRACTOR: By: Name: w -iefi,ti, Title: D1t,?CLr Of l+clhfle5l 0"AL dy IWICk APPROVED BY COUNTY OF ARIN: ti By: Couqfy Administrator IYYIIYIIiIiIiiYiliiil{lilllYi{i.,W U YIIi1i1fiiYYiliYli YYYIliiliiiliii:IiYi11111tlI1fYllliliilllilliid6l11ilii4hIi{i h'i i{isiIi iI lYIiYYYIYY/lllliliifilfll{iilYlYl{iii COUNTY COUNSEL REVIEW AND APPROVAL (required if template content has been modified) County Counsel: Pape 5 of e Date: Revised 20150105 Built for Zero Travel Stipend October 2019 — June 2020 Exhibit A: Scope of Work Background Marin County's homelessness system of care has benefited greatly over the past four years from increased communication and coordination among partners. Contractor is a local government that has collaborated with the County and other CBOs to implement systems change in the homelessness system of care. Built for Zero is a learning collaborative organized by Community Solutions, a nonprofit technical assistance organization. Built for Zero provides two two-day in-person peer learning sessions each year where communities compare notes, tap into expert guidance from federal agencies and partner organizations, and build an action plan to get results in your community. The next two sessions are scheduled for October 2019 and Spring 2020. Commitment Contractor agrees to send two representatives who participate in system planning discussions to each of the two two-day learning sessions during the contract year. If either of contractor's representatives is unable to attend one of the sessions, Contractor will alert the County as early as possible and will work with the County to make funds available to another organization. County will provide up to $750 per learning session per attendee, up to two attendees, to reimburse Contractor for staff travel costs. Contractor will cover the remainder of the costs. Built for Zero Travel Stipend October 2019 — June 2020 Exhibit B: Budget EXHIBIT B: FEES AND PAYMENT SCHEDULE B.1 Total Contract Amount: County shall pay Contractor a contract amounts not to exceed Three Thousand Dollars and no cents ($3,000). In no event shall total compensation paid to Contractor exceed $3,000 without an amendment to this Agreement approved by the County of Marin. B.2 Authorization Required: Services performed by Contractor and not authorized in this contract shall not be paid for by County. Payment for additional services shall be made to Contractor by County if, and only if, this contract is amended by both parties in advance of performing additional services. B.3 Contractor will submit an invoice for each stipend after travel is completed. Invoice will include proof of travel and documentation of expenses at least up to the amount of the stipend. Payment of an invoice deemed acceptable by County will be made by County in accordance with its Net 30 payment terms. B.4 Contract Term: October 1, 2019 — June 30, 2020 B.5 Summary of Fees and Payments Total Grant: $1,500 Detailed Budget: Travel Stipend for Built for Zero Fall Conference (Denver, CO): $1,500 Travel Stipend for Built for Zero Spring Conference (TBD): $1,500 Total: $3,000 July 1, 2019 Ken Shapiro Director, Whole Person Care I Marin County HHS 411 Fourth Street San Rafael, CA 94901 RE: City of San Rafael Self Insurance Dear Mr. Shapiro: Office of the City Attorney Robert F, Epstein, City Attorney Usa A. Goldgen, Assistant City Attorney Phone: (415) 485-3080 Fax: (416) 485.3109 Email: city.altorney@cltyofsenrafael.org The City of San Rafael, as permitted tinder State law, is self-insured for general liability for the first $500,000. Accordingly, the City does not have a commercially issued general liability insurance policy. Additionally, the City participates in a public entity excess liability pool for additional liability coverage of $39,500,000 in excess of $500,000. The pool, the California Joint Powers Risk Management Authority (CJPRMA) provides the City's excess coverage tinder a Memorandum of Coverage. Because it is a local governmental agency existing in the State of California and because it is entitled to self -insure tinder the Government Code, the City assumes that this letter will satisfy the insurance requirements of the Agreement between Marin County Health & Human Services and the City of San Rafael in connection with the Whole Person Care agreement. Please call the City Attorney's Office at 485-3080 should you have any questions regarding insurance. Very truly yours, Law+, LISA A. GOLDFIEN Assistant City Attorney CITY OF SAN RAFAEL .. FIFTH AVENUE, SAN RAFAEL, CALIFORNIA 94901 , CITYOFSANRAFAEL.ORG Gary O. Phillips, Mayor • Andrew Cuyudan McCullough, Vice Mayor - Maribeth Bushey, Councilmember • Kate Colin, Counciimember • John Garnblin, Councilmember Ken Shapiro Director, Whole Person Care I Marin County HHS 1177 Francisco Boulevard Fast San Rafael, CA 94901-5403 Office of the City Attorney Robert F. Epstein, City Attorney Lisa A. Goldfien, Assistant City Attorney Phone: (415) 485-3080 Fax: (415) 485-3109 Email city attorney@cityofsanrafael.org October 11, 2019 Re: Professional Services Contract by and between County of Marin and City of San Rafael Dated 10/1/19 — Built for Zero Dear Mr. Shapiro: The City of San Rafael, as permitted under State law, is self-insured for general liability, including automobile liability, for the first $500,000. Accordingly, the City does not have a commercially issued general liability insurance policy. Additionally, the City participates in a public entity excess liability pool for additional liability coverage of $39,500,000 in excess of $500,000. The pool, the California Joint Powers Risk Management Authority (CJPRMA) provides the City's excess coverage under a Memorandum of Coverage. Because it is a local governmental agency existing in the State of California and because it is entitled to sel f -insure under the Government Code, the City assumes that this letter will satisfy the insurance requirements of the above -referenced contract between Marin County and the City of San Rafael. Please call the City Attorney's Office at 485-3080 should you have any questions regarding insurance. Very truly yours, LISA A. GOLDFIEN Assistant City Attorney OF 00 F1 FTH AVE N U E, SAN RAFAE L, CALI FOR N (A 94901 . C ITYOFSAN RAFAE L.0• Gary O. Phillips, Mayor • Andrew Cuyugan McCullough, Vice Mayor • Maribeth Bushey, Counciimember • Kate Colin, Counciimember • John Gamblin. Counclimember clear search, I FILTER RESULTS By Record Status yl ,Advo I ivattive ur ttecord'Ijpe Enlllrttoglilndon ! Exclurlon Apply Fliters� EXHIBIT D CONTRACTOR'S DEBARMENT CERTIFICATION Current Search Torms; " Your search for etlylof-snnarafael" returned the following results... No records found. r City of San Rafael If no rosrdln aro lound, Ihls Individual or onllty (It It In nn onlily searchl Is not currently excluded, Print Ihls Web pn0o for your documontatlon Seuch Agan Sea•ch conducted V912010 7 52 07 PM ES on 010 WE EEWuslans dalabnso Sol.•co data updated on 01512010003.00 AAI ESt The City of San Rafael is not included on the Medi -Cal Suspended and Ineligible list as of 719/2019 18 x4 RAFq�! 1 yo /Ty WITH P' �\y CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Police D pt. Project Manager: 4Y� f-- At xtension: 3 y Contractor Name: �c� a� �`�h (ProfessionalServices Contract between County of Contractor's Contact:IGe" S%pi✓-o Co ialci'stmaiflghR�48Rm �1��bu y. rg0/1/19-Built for Z ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ enter a date. b. Email contract (in Word) and attachments to City Click here to Attorney c/o Laraine.Gittens@cityofsanrafael.org enter a elate. ❑ 2 City Attorney a. Review, revise, and comment on draft agreement Click here to and return to Project Manager enter a date. ❑ b. Confirm insurance requirements, create Job on Click here to PINS, send PINS insurance notice to contractor enter a date. ❑ 3 Department Director Approval of final agreement form to send to Click or tap ❑ contractor to enter a Project Manager date. ❑ 4 Forward three (3) originals of final agreement to contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑ N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed / n agreement Review and approve insurance in PINS, and bonds 8 City Attorney (VIA (for Public Works Contracts) /� 1 / �q ; 9 City Manager/ Mayor City Clerk Agreement executed by City Council authorized official A�-7� l7 10 Attest signatures, retains original agreement and forwards (O' l Le I CN copies to Project Manager 1 q 11