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LRC Emergency Pop-Up Childcare ServicesCounty of Marin General Services Agreement COUNTY OF Mn;L'Y THIS GENERAL SERVICES AGREEMENT (the "Agreement") dated 03/18/2020 is BY AND BETWEEN: The County of Marin — County Administrator 3501 Civic Center Drive Suite 325 , San Rafael, CA 94901 (The "County") --AND— City of San Rafael -Attention: Catherine Quffa/Kelly Albrecht 1400 Fifth Avenue, P.O. Box 151560, San Rafael, CA 94915 (The "Contractor') County is of the opinion and Contractor represents that Contractor has the necessary qualifications, experience and abilities to provide the below described services to County. Contractor agrees to provide such services to County as set forth in this Agreement and in the Terms and Conditions set forth in Exhibit B to this Agreement and incorporated herein by this reference. In consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, County and Contractor (individually the "Party" and collectively the "Parties") agree as follows: Scope of Service(s): The services to be provided by Contractor are described in Exhibit A, Scope of Work. Term of Agreement: Agreement shall commence on 03/18/2020 and shall terminate on 06/90/2020 Fees and Payment Schedule: In no event will the cost to County for the services to be provided herein exceed the maximum sum of 614,510 , including direct non -salary expenses. Contractor shall provide County with its Federal Tax I. D. number prior to submitting the first invoice. Exhibit D may provide greater detail of payment schedule. Your signature indicates your agreement to all terms and conditions set forth herein. The individuals executing this Agreement represent and warrant that they have the legal capacity an authority to o so on behalf of their representative egal entities. c - N�� o my of Marin on# actor Michael Frost, Deputy Purchasing Agent Jim Schutz. City Manager Printed Name & Title Printed Name & Title Approved s fn in—City Attorney ' COUNTY COUNSEL REVIEW AND APPROVAL (required if template content has been modified) APPROVED AS TO FORM: County Counsel: Printed Name: Date: EXHIBIT A SCOPE OF WORK Emergency Pop -Up Childcare Services will be provided by the City of San Rafael. The location of services will be at Vallecito Elementary School, 50 Nova Albion Way, San Rafael CA for the months of March through June 2020 related to COVID-19. Services include the following: 1. Program Management 2. Staffing for childcare management 3. Staffing for enhanced facility cleaning 4. Administrative Services 5. Program Supplies Payment of above services are outlined in Exhibit D. EXHIBIT B TERMS AND CONDITIONS INSURANCE. Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by Contractor, his agents, representatives, employees or subcontractors Commercial General Liability: Contractor shall maintain a Commercial General Liability Insurance policy with limits not less than $1,000,000 per occurrence ($2,000,000 aggregate). County, its officers, officials, employees, and volunteers are to be covered as additional insureds on the Commercial General Liability policy. Commercial Automobile Liability: Where the services to be provided under this Agreement 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, with limits of not less than $1,000,000 per accident for bodily injury property damage. Workers' Compensation: 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. Contractor must also carry Employers Liability Insurance with limits of not less than $1,000,000 per accident for bodily injury or disease. Errors and Omissions, Professional Liability or Malpractice Insurance. Contractor may be required to carry errors and omissions, professional liability or malpractice insurance appropriate to Contractor's profession. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, County requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to County. Contractor's insurance coverage shall be primary coverage as respects County, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by County, its officers, officials, employees, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. Contractor hereby grant Entity a waiver of any right to subrogation which an insurer of said Contractor may acquire against the Entity by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect the waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. Contractor shall furnish County with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to County before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to provide them. County reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. County reserves the right to modify these requirements, including limits and type of coverage, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 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 Agreement will constitute a material breach of this Agreement. In addition to any other available remedies, County may suspend payment to Contractor for any services provided during any time that insurance was not in effect and until such time as Contractor provides adequate evidence that Contractor has obtained the required coverage. 2. INDEMNITY. To the fully extent permitted by law (including, without limitation, California Civil Code Section 2782), Contractor shall indemnify, defend (with legal counsel reasonably acceptable to County), and hold harmless County, its employees, officers, departments, officials, representatives, and agents, from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of Contractor or its agent), expense and liability of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigations) whether or not involving a third party claim, which arise out of or relate to any breach of any representation or warranty contained in this Agreement, as well as any negligence, recklessness, willful misconduct or omission in the performance of this Agreement. 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, gender, national origin, ancestry, citizenship, age, marital status, physical disability, mental disability, medical condition, sexual orientation, gender identity, genetic information, or any other basis protected by law. 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. 4. LICENSING AND PERMITS. Contractor shall maintain the appropriate licenses through the life of this Agreement. Contractor shall also obtain any and all permits which might be required by the services to performed herein. BOOKS OF RECORD AND AUDIT PROVISION. Contractor shall maintain on a current basis complete books and records relating to this Agreement. 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 Agreement. In addition, Contractor shall 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 Agreement. Contractor will permit County to audit all books, accounts or records relating to this Agreement or all books, accounts or records of any business entities controlled by Contractor who participated in this Agreement 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. 6 WORK PRODUCT/PRE-EXISTING WORK PRODUCT OF CONTRACTOR. Any and all work product resulting from this Agreement is commissioned by the County of Marin as a work for hire. County 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, publish, 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. 7. TERMINATION. a. If Contractor fails to provide in any manner the services required under this Agreement or otherwise fails to comply with the terms of this Agreement or violates any ordinance, regulation or other law which applies to its performance herein, County may terminate this Agreement by giving five (5) calendar days written notice to the party involved. b. Force Majeure. Neither party shall hold the other responsible for damages or delay in performance caused by acts of God, lockouts, accidents, or other events beyond the control of the other or the other's employees and agents. c. Either party hereto may terminate this Agreement 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 Contractor, Contractor shall be paid for services performed to the date of termination in accordance with the terms of this Agreement so long as proof of required insurance is provided for the periods covered in the Agreement or Amendment(s). 8. APPROPRIATIONS. Where the funding source for this Agreement 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 Agreement is limited by the availability of those funds. Should the funding source for this Agreement be eliminated or reduced, upon written notice to Contractor, County may reduce the Maximum Cost to County identified in this Agreement to reflect that elimination or reduction. 9. RELATIONSHIP BETWEEN THE PARTIES. It is expressly understood that in the performance of the services herein, Contractor, and its agents and employees, shall act in an independent capacity and as an independent contractor and not as officers, employees or agents of County. Contractor shall be solely responsible to pay all required taxes, including but not limited to, all withholding social security, and workers' compensation. 10. ADDITIONAL SERVICES. County shall not be responsible for services rendered that are not set forth in the Scope of Work. When this Agreement covers a continuing service rendered over a stated period of time, a new Agreement must be obtained upon expiration of the term to authorize the continuation of service. 11. TIME IS OF THE ESSENCE. Time is of the essence on this Agreement. If services are not completed at the time agreed, County reserves the right to cancel this Agreement and hold Contractor accountable. If service dates cannot be met, Contractor agrees to advise County, in writing of the earliest possible date for delivery of services. 12. MISCELLANEOUS PROVISIONS. a. Integration; Incorporation. This Agreement, including all exhibits attached hereto, and all specifications, drawings, and data submitted to Contractor with the order are hereby incorporated and made a part hereof. b. Amendments. This Agreement may only be amended by written agreement signed by all the parties to this Agreement. c. Severability. If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, or if any provision of this Agreement is rendered invalid or unenforceable by federal or state statute or regulation, but the remaining portions of this Agreement can be enforced without failure of material consideration to any party, then the remaining provisions shall continue in full force and effect. If, however, the provision to be severed is a material part of this Agreement, the foregoing shall not apply, and the parties shall in good faith renegotiate such provision. d. Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the parties hereto agree that venue shall be in Marin County, California. e. Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provisions of this Agreement, each party shall cover their own attorneys' fees and cost. f. Waiver. A failure by a party to this Agreement to require full compliance with any requirement or condition of this Agreement shall not be deemed to be a waiver of that requirement or condition or of any subsequent breach of the same or any other requirement or condition. Acceptance by County of performance or fulfillment of a requirement or a condition by Contractor, including payment to Contractor by County, shall not be deemed to be a waiver of any preceding breach by Contractor, regardless of County's knowledge or such preceding breach at the time of acceptance. g. Conflict of Interest. Contractor shall avoid all conflict of interest or appearance of conflict of interest in performance of this Agreement. Contractor hereby covenants that during the term of this Agreement it will not employ any person to administer any portion of this Agreement that has an interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this Agreement. h. Headings. The headings of this Agreement are for convenience of reference only, are not part of this Agreement and do not affects its interpretation. Authority of Signatories. Any individual executing this Agreement on behalf of Contractor represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of Contractor, and that this Agreement is binding upon said Contractor in accordance with its terms. Assignment/Subcontracting. Neither party may delegate its rights or obligations under this Agreement and shall not assign, subcontract or otherwise transfer its rights or obligations or any interest herein without the express prior written consent of the other party. Any attempted assignment, transfer, delegation, hypothecation or subletting without the other party's prior written consent shall be null and void. 13. COMPLIANCE WITH LOCAL AND FEDERAL LAWS. Contractor certifies that in performing this Agreement it will comply with all applicable provisions of the federal, state and local laws, regulations, rules and orders (including, but not limited to Marin County Code Chapters 23.13 -Nuclear Free Zone and 2.50 -Living Wage) affecting the goods or services covered by this Agreement. If applicable, it shall be the responsibility of Contractor to monitor the prevailing wage rates as established by the California Department of Labor for any increase in rates during the project and adjust wage rates accordingly. Prevailing wage rates are available at the State of California Division of Labor Statistics and Research website http://www.dir.ca.-govloprl/pwd/. The California Franchise Tax Board through California Revenue and Taxation Code (R&TC) 18662 and the related regulations require the withholding of California income and franchise taxes from payments made to non-resident California vendors performing services in this state. A withholding of 7% (the 2011 rate, which is applicable to change) of all service related invoices will be withheld and remitted to the state; there is no required withholding on goods provided. In addition, there are higher applicable rates that will be withheld from non-resident foreign non -corporate partners, corporate partners and foreign banks (including financial institution partners). 14. DEBARMENT CERTIFICATION. The bidder under Title 49, Code of Federal Regulation, Part 29, under penalty of perjury, certifies that upon acceptance of this Agreement, he/she or any other person associated therewith in the capacity of owner, partner, director, officer, and manager; 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 3 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 manner involving fraud or official misconduct in the past 3 years. 15. STATE REGISTRATION. No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code 1771.1(a)]. No Contractor or subcontractor can be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. EXHIBIT D FEE AND PAYMENT SCHEDULE The fee for services is not to exceed $14,510 for the term of March 18, 2020 to June 10, 2020, and covers the scope as outlined in Exhibit A. Contract amount can be amended with written agreement between both parties. Payment is net 30 days from the date of invoice. EXHIBIT E FEDERAL PROVISIONS This Exhibit is incorporated into the Agreement entered into between Contractor and County. I. DEFINITIONS a. Government means the United States of America and any executive department or agency thereof. b. FEMA means Federal Emergency Management Agency. c. Third Party Subcontract means a subcontract at any tier entered into by Contractor or subcontractor, financed in whole or in part with Federal assistance originally derived from FEMA. II. FEDERAL COMPLIANCE a. This is an acknowledgement that FEMA financial assistance will be sought and if available used to fund all or a portion of the Agreement. Contractor shall at all times comply with all applicable regulations, policies, procedures, and FEMA Directives as they may be amended or promulgated from time to time during the term of this Agreement, including but not limited to those requirements of 2 CFR 200.317 through 200.326 and more fully set forth in Appendix II to Part 200 — Contract Provisions for non -Federal Entity Contracts Under Federal Awards, which is included herein for reference. Contractor's failure to so comply shall constitute a material breach of the Agreement. b. Contractor agrees to include the above clause in each third -party subcontract financed in whole or in part with Federal assistance provided by FEMA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. III. CLEAN AIR ACT (applicable to all contracts and subcontracts in excess $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year) a. Contractor agrees to comply with all applicable standards, orders, or regulations pursuant to the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq. b. Contractor agrees to report each violation to The County of Marin and understands and agrees that the County of Marin will, in turn, report each violation to the FEMA, and the appropriate Environmental Protection Agency Regional Office. c. Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provide by FEMA. IV. FEDERAL WATER POLLUTION CONTROL ACT (applicable to all contracts and subcontracts in excess $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year) a. Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. b. Contractor agrees to report each violation to the County of Marin and understands that The County of Marin will, in turn, report each violation to FEMA, and the appropriate Environmental Protection Agency Regional Office. c. Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provide by FEMA. V. BYRD ANTI -LOBBYING AMENDMENT 31 U.S.C. §1352 (as amended) a. Contractor shall not use or pay any funds received under this Agreement to influence or attempt to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. b. Contractor agrees to the provisions of Attachment 1, Certification Regarding Lobbying, attached hereto and incorporated herein (applicable for contracts or subcontracts in excess of $100,000). c. Contractor agrees to include paragraphs a. and b. above in each third -party subcontract financed in whole or in part with Federal assistance provided by FEMA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. VI. PROCUREMENT OF RECOVERED MATERIALS a. In the performance of the Agreement, Contractor shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired - i. Competitively within a timeframe providing for compliance with the contract performance schedule; ii. Meeting contract performance requirements; iii. At a reasonable price. b. Information about this requirement, along with the list of EPA -designated items, is available at EPA's Comprehensive Procurement Guidelines website. https://www.epa.gov/sm m/comprehensive-procurement-qu ideline-cpq- ro ram c. Contractor also agrees to comply with all other applicable requirements of Section 6002 of the "Solid Waste Disposal Act". VII. DEBARMENT AND SUSPENSION CLAUSE a. The Agreement and this Exhibit is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, Contractor is required to verify that none of Contractor's principals (defined at 2 C.F.R. §180.995) or its affiliates (defined at 2 C.F.R. §180.905) are excluded or disqualified (defined at 2 C.F.R. §180.935). b. Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transactions it enters into. c. This certification is a material representation of fact relied upon by the County of Marin. If it is later determined that Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to the remedies available to the County of Marin, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. d. The bidder or proposer agrees to comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while the offer is valid and throughout the period of any contract that may arise out of this offer. The bidder or proposer agrees to include such compliance in its lower tier covered transactions. VIII. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (applicable to all contracts in excess of $100,000 that involve the employment of mechanics or laborers or other construction work, but not to purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence) a. Overtime requirements: No contractor or subcontractor contracting for any part of the contract work, which may require or involve the employment of laborers or mechanics, shall require or permit any such laborer or mechanic in any workweek, in which he or she is employed on such work, to work in excess of forty(40) hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one (1) and one-half (1/2) the basic rate of pay for all hours worked in excess of forty (40) hours in such workweek. b. Violation; liability for unpaid wages; liquidated damages: In the event of any violation of the clause set forth in VII(a) of this section Contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen or guards, employed in violation of the clause set forth in VIII(a) of this section, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty (40) hours without payment of the overtime wages required by the clause set forth in VIII(a) of this section. c. Withholding for unpaid wages orliquidated damages: the County of Marin shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any monies payable on account of work performed by Contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in VIII(b) of this section. d. Subcontracts: Contractor or subcontractor shall insert in any subcontracts the clauses set forth in VII [(a) through (d) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in VIII(a) through (d) of this section. IX. DEPARTMENT OF HOMELAND SECURITY SEAL, LOGOS, FLAGS a. Contractor shall not use the Department of Homeland Security (DHS) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA approval. X. ACCESS TO RECORDS a. Contractor agrees to provide the County of Marin, the FEMA administrator, the Comptroller General of the United States, or any of their authorized representative access to any books, documents, papers, and records of Contractor which are directly pertinent to the Agreement for the purposes of making audits, examinations, excerpts and transcriptions. b. Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. c. Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the Agreement. d. In compliance with the Disaster Recovery Act of 2018, the County of Marin and Contractor acknowledge and agree that no language in the Agreement is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. XI. NO OBLIGATION BY FEDERAL GOVERNMENT a. The Federal Government is not a party to the Agreement or this Exhibit and is not subject to any obligations or liabilities to the non -Federal entity, contractor or any other party pertaining to any matter resulting from the contract. b. Contractor agrees to include the above clause in each third -party subcontract financed in whole or in part with Federal assistance provided by FEMA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. XII. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS a. Contractor acknowledges that the 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to Contractor's actions pertaining to the Agreement. XIII. TERMINATION FOR CAUSE Contractor's failure to perform or observe any term, covenant or condition of this Exhibit shall constitute an event of default under the Agreement and County may terminate the Agreement. XIV. EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE (applicable to all construction contracts awarded meeting the definition of "federally assisted construction contract' under 41 CFR 61-1.3). a. During the performance of the Agreement, Contractor agrees as follows: i. Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. ii. Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. iii. Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with Contractor's legal duty to furnish information. iv. Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. v. Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. vi. Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. vii. In the event of Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. viii. Contractor will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (viii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, Contractor may request the United States to enter into such litigation to protect the interests of the United States. The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract. The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part ll, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings XV. ANTI -KICKBACK ACT COMPLIANCE (applicable to all contracts and subgrants for construction or repair above $2,000 where the Davis -Bacon Act also applies; 44 CFR §13.36(i)(4)) a. Contractor agrees to comply with the Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as may be applicable, which are incorporated by reference into the Agreement. b. Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. c. A breach of the contract clauses above may be grounds for termination of the Agreement, and for debarment as a contractor or subcontractor as provided in 29 C.F.R. § 5.12. XVI. DAVIS-BACON ACT COMPLIANCE (applicable to construction contracts in excess of $2,000 awarded by grantees and subgrantees when required by Federal grant program legislation;) a. To the extent required by any Federal grant programs applicable to expected funding or reimbursement of County's expenses incurred in connection with the services provided under the Agreement, Contractor agrees to comply with the Davis -Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department of Labor regulations (29 CFR Part 5) as set forth below. These requirements are in addition to the requirements set forth in the Agreement. b. Contractor shall be bound to the provisions of the Davis -Bacon Act, and agrees to be bound by all the provisions of Labor Code section 1771 regarding prevailing wages. All labor on this project shall be paid neither less than the greater of the minimum wage rates established by the U.S. Secretary of Labor (Federal Wage Rates), or by the State of California Director of Department of Industrial Relations (State Wage Rates). Current DIR requirements may be found at http://www.dir.ca.gov/lcp.asp. XVII. PATENT RIGHTS (applicable to contracts for experimental, research, or development projects financed by FEMA) a. General. If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of or under the Agreement, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the County and Contractor agree to take actions necessary to provide immediate notice and a detailed report to FEMA. b. Unless the Government later makes a contrary determination in writing, irrespective of Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), the County and Contractor agree to take the necessary actions to provide, through FEMA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 CFR, Part 401. c. Contractor agrees to include paragraphs a. and b. above in each third -party subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FEMA. XVIII. INCORPORATION OF UNIFORM ADMINISTRATIVE REQUIREMENTS a. The preceding provisions include, in part, certain standard terms and conditions required by FEMA, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by FEMA are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FEMA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in the Agreement. Contractor shall not perform any act, fail to perform any act, or refuse to comply with any County requests that would cause County to be in violation of the FEMA terms and conditions. Attachment 1 CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Farm -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loan, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Co tact,.,p r Sign tut Date THE FOLLOWING EXHIBITS ARE INCLUDED TO COMPLETE THIS CONTRACT: EXHIBIT DESCR16PTION INCLUDED A SCOPE OF WORK ✓ B TERMS AND CONDITIONS ✓ C INSURANCE WAIVER if needed D FEE AND PAYMENT SCHEDULE if needed J E FEDERAL PROVISIONS if needed ✓ County of Marin Attention: County Administrator 3501 Civic Center Drive, Suite 325 San Rafael, CA 040-3 OHICo 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@cilyofsanrafael.org June 10, 2020 Re: General Services Agreement By and Between County of Marin and City of San Rafael Dated 3/18/20 — Pop -Up Childcare 3/18/2020 through 6/30/2020 Dear County Administrator: The City of San Rafael, as permitted under State late, 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. Additional insurance for the coverage required by the above -referenced agreement is provided by a public entity excess liability pool in which the City participates. The pool, the California Joint Powers Risk Management Authority (CJPRMA) provides the City's coverage in excess of $500,000 under a Memorandum of Coverage. Enclosed is a copy of the Certificate of Coverage showing the County of Marin, its officers, officials, employees, and volunteers as additional insureds. With respect to Worker's Compensation liability, the City is self-insured for the first $1,000,000 and has a separate excess liability policy from Safety National Casualty Corporation, as detailed on the enclosed copy of the City of San Rafael's Certificate for Specific Excess Workers' Compensation and Employers' Liability Insurance, Because it is a local governmental agency existing in the State of California and because it is entitled to self insure wider the Government Code, the City assumes that this letter will satisfy the insurance requirements of the Agreement between the City of San Rafael and County of Marin. Please call the City Attorney's Office at 4.15-485-3080 should you have any questions regarding insurance. Vett' truly yours, LL� 4 A4142-" LISA A. GOLDFIEN Assistant City Attorney Enclosures cc: Susan Andrade -Wax, Library and Recreation Director Nadine Hade, Finance Director Catherine Quffa, Assistant Library and Recreation Director Kelly Albrecht, Senior Supervisor — Childcare Gary 0 Phillips, Mayor - Kate Colin, Vice Mayor - Maribeth Bushey, Councilmember • Andrew Cuyugan McCullough, Councilmembar • John Gamblin, Councllm CALIFORNIA JOINT POWERS RISK MANAGEMENT AUTHORITY Accredited with Excellence from the California Association of Joint Powers Authurities CERTIFICATE OF COVERAGE Certificate Holder and Additional Covered Party: County of Marin, its officers, officials, employees, and volunteers. County of Marin, 3501 Civic Center Drive, Suite 325 San Rafael, CA 94901 County Administrator This certifies that the coverage Described herein has been issued to: City of San Rafael Description of Activity: Emergency Pop -Up Childcare Services, including program management, staffing for childcare management, staffing for enhanced facility cleaning, administrative services and program supplies. Date(s) of Activity: 03-18-2020 to 06-30-2020 Location of Activity: Vallecito Elementary School, 50 Nova Albion Way San Rafael, CA 94903-3556 Entity Providing Coverage Excess Coverage Certificate Expiration Date California Joint Powers Risk Management Authority $ 500,000 excess of July 01, 2020 $500,000 The following coverage is in effectand is provided through participation in a risk sharingjoint powers authority: general liability and automobile liability pooled self-insurance, as defined in the Memorandum of Coverage on file with the entity and which will be made available upon request. The coverage being provided is limited to the activity and the time period indicated herein and is subject to all the terms, conditions and exclusions of the Memorandum of Coverage of the California Joint Powers Risk Management Authority. Pursuant to Section II, subsection 8, relating to the definition of a covered party, the certificate holder named herein is only an additional covered party for covered claims arising out of the activity described herein and is subject to the limits stated herein. Coverage is in effect at this time and will not be cancelled, limited or allowed to expire at a date other than that indicated herein except upon 30 days written notice to the certificate holder. 06-10-2020 Date Authorized Signature Certificate Number. FORM141017 Form C Tony Giles, CPCU, ARM -P, General Manager Name and Title (Print or type) 3201 Doolan Road, Suite 285 • Livermore, CA 94551 • Phone (925) 837-0667 • FAX (925) 290-1543 r - TIULIJ121 71 fV NATIO, cExze, 1442 CERTIFICATE OF INSURANCE 1832 Schuetz Road St Louis, MO 63146-3540 Telephone (888) 995-5300 (314) 995-5300 Fax (314) 995-3897 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICY LISTED BELOW. NAME AND ADDRESS OF CERTIFICATE HOLDER: California Department of Industrial Relations Office of Self -Insurance Plans 11050 Olson Drive Suite 230 Rancho Cordova, CA 95670 This is to certify that the policy of insurance listed below has been issued to the insured named below and is in force at this time. Notwithstanding any requirement, term or condition of any contract or any other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions and conditions of such policy. Should any of the policy described herein be canceled before expiration date thereof the CORPORATION will endeavor to mail sixty (60) days written notice to the above named certificate holder, but failure to mail such notice shall impose no obligation or liability of any kind upon the CORPORATION. NAME INSURED EMPLOYER: CITY OF SAN RAFAEL ADDRESS: 1400 FIFTH AVENUE, SAN RAFAEL, CA 94901 POLICY NUMBER: SP 4059040 TYPE OF INSURANCE: Specific Excess Workers' Compensation and Employers' Liability Insurance LOCATION(S): CALIFORNIA POLICY LIABILITY PERIOD: July 01, 2018 through July 01, 2020 POLICY PAYROLL REPORTING PERIOD: July 01, 2018 through July 01, 2020 Self -Insured Retention Per Occurrence $ 1,000,000 Maximum Limit of Indemnity Per Occurrence Statutory Employers' Liability Maximum Limit of Indemnity Per Occurrence and Aggregate $ 2,000,000 SAFETY NATIONAL CASUALTY CORPORATION By: Seth A. Smith Senior Vice President Workers' Compensation Underwriting Date, July 19, 2018 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: Library and Recreation Project Manager: Catherine Quffa Extension: 650-387-8074 Contractor Name: County of Marin Contractor's Contact: Janis West Contact's Email: JWest@marincounty.org ❑ 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 N/A ❑ b. Email contract (in Word) and attachments to City 6/8/2020 Attorney c/o Laraine.Gittens@cityofsanrafael.org ®CGQ 2 City Attorney a. Review, revise, and comment on draft agreement 6/10/2020 ® LG and return to Project Manager b. Confirm insurance requirements, create Job on N/A ❑x LG PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to Click or tap ❑ contractor to enter a cute. 4 Project Manager Forward three (3) originals of final agreement to Click here to ❑ contractor for their signature enter a date. 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 PRINT Project Manager Date of City Council approval enter a date. CONTINUE ROUTING PROCESS WITH HARD COPY 6 Forward signed original agreements to City City Attorney Attorney with printed copy of this routing form 7 Review and approve hard copy of signed W/ agreement L11-2 8 City Attorney Review and approve insurance in PINS , and bonds (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized �J leu official 0 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager I