HomeMy WebLinkAboutFD Vegetation ServicesAGREEMENT FOR VEGETATION SERVICES WITH
FORSTER & KROEGER
This Agreement is made and entered into this day of (JA —.20&;y
and between the CITY OI, SAN RAFAEL (hereinafter "CITY"), and VORSTER & ICROEGER, a
California Corporation (hereinafter "CONTRACTOR").
RE CITALS
WHEREAS, the CITY has determined that vegetation services are required for the removal
Of stumps along Smith Ranch Road, included in Exhibit "A" attached, which will remove all cut
stumps in the selected area; and
WHEREAS, the CONTRACTOR has agreed to render such services;
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
PROJECT COORDINATION,
A. CITY'S Project Manager, Quinn Gardener is hereby designated the PROJECT
MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of the progress
and execution of this Agreement.
B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single
PROJECT DIRECTOR to have overall responsibility for the progress and execution of this
Agreement for CONTRACTOR, Raul Garcia is hereby designated as the PROJECT DIRECTOR
for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this
Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall
notify the CITY within ten (10) business days of the substitution.
2. DUTIES OF CONTRACTOR.
CONTRACTOR shall perform the duties and/or provide services as follows: As requested
by the PROJECT MANAGER, CONTRACTOR stump removal in the list ol'work locations marked
as Exhibit "A," attached hereto, and incorporated herein.
DUTIES OF CITY.
CITY shall compensate CONTRACTOR as provided in Paragraph 4, and shall perform the
duties as described in CONTRACTOR'S proposal dated 02/17/2022 marked as Exhibit "A" attached
hereto and incorporated herein.
COMPENSATION:
For the fill I performance of the services described herein by CONTRACTOR, CITY shall
pay CONTRACTOR on a lump sum basis as set forth in Exhibit "A" attached, in a total contract
amount not to exceed $2,700.00.
5. TERM OF AGRF,F,NIENT.
The term of this Agreement shall be for 3 months commencing on 03/14/2022 and ending on
06/14/2022.
6. TERMINATION.
A. Discretionary. Either party may terminate this Agreement without cause upon thirty
(30) days written notice mailed or personal ly delivered to the other party.
B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days
written notice mailed or personally delivered to the other party, and the notified party's failure to cure
or correct the cause of the termination, to' the reasonable satisfaction of the party giving such notice,
within such fifteen (15) day time period.
C. Effect of Termination, Upon receipt of notice of termination, neither party shall
incur additional obligations under any provision of this Agreement without the prior written consent
of the other.
D, ' Return of Documents. Upon termination, any and all CITY documents or materials
provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials
prepared for or relating to the performance of its duties under this Agreement, shall be delivered to
CITY as soon as possible, but not later than thirty (30) days after termination.
7. INSPECTION AND AUDIT,
Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for
inspection and audit, all documents and materials maintained by CONTRACTOR in connection with
its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with
CITY or its agent in any such audit or inspection.
ASSIGNABILITY.
The parties agree that they shall not assign or transfer any interest in this Agreement nor the
performance of any of their respective obligations hereunder, without the prior written consent of the
other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising
hereunder shall be void and of no effect.
9, INSURANCE,
A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall
maintain, at no expense to CITY, the following insurance policies:
1. A commercial general liability insurance policy in the minimum amount of
one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death,
bodily injury, personal injury, or property damage.
2. An automobile liability (owned, non -owned, and hired vehicles) insurance
policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence.
3. If it employs any person, CONTRACTOR shall maintain worker's
compensation insurance, as required by the State of California, with statutory limits, and
employer's liability insurance with limits of no less than one million dollars ($1,000,000) per
accident for bodily injury or disease. CONTRACTOR's worker's compensation insurance shall
be specifically endorsed to waive any right of subrogation against CITY.
B. Other Insurance Requirements. The insurance coverage required of the
CONTRACTOR in subparagraph A ofthis section above shall also meet the following requirements:
1. Except for worker's compensation insurance, the insurance policies shall be
specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as
additional insureds (for both ongoing and completed operations) underthe policies.
2. The additional insured coverage under CONTRACTOR'S insurance policies
shall be "primaiy and noncontributory" with respect to any insurance or coverage maintained by
CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The
"primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as
ISO form CG20 01 04 13,
3. Except for worker's compensation insurance, the insurance policies shall
include, in their text or by endorsement, coverage for contractual liability and personal injury.
4, By execution of this Agreement, CONTRACTOR hereby grants to
CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire
against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR
agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but
this provision applies regardless of whether or not CITY has received a waiver of subrogation
endorsement from the insurer,
S. If the insurance is written on a Claims Made Form, then, following termination
of this Agreement, said insurance coverage shall survive for a period of not less than five years.
6. The insurance policies shall provide for a retroactive date of placement
coinciding with the effective date of this Agreement,
7. The limits of insurance required in this Agreement may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall
contain or be endorsed to contain a provision that such coverage shall also apply on a primary and
noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before
CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured.
8. It shall be a requirement under this Agreement that any available insurance
proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or
limits shall be available to CITY or any other additional insured party. Furthermore, the requirements
for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or
(2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds
available to the named insured; whichever is greater. No representation is made that the minimum
Insurance requirements of this agreement are sufficient to cover the obligations of the
CONTRACTOR under this agreement.
C. Deductibles and SIR'S. Any deductibles or self-insured retentions in
CONTRACTOR's insurance policies must be declared to and approved by the PROJECT
MANAGER and City Attorney and shall not reduce the limits of liability. Policies containing any
self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be
satisfied by either the named insured or CITY or other additional insured party. At CITY's option,
the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to
CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and
related investigations, claims administration, attorney's fees and defense expenses.
D. Proof of Insurance. CON'T'RACTOR shall provide to the PROJECT MANAGER
or CITY'S City Attorney all of the following: (1) Certificates of insurance evidencing the insurance
coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement
page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of
policy language or specific endorsements evidencing the other insurance requirements set forth in this
Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and
endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of
the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT
MANAGER and the City Attorney.
10. INDEMNIFICATION,.
A_ CONTRACTOR shall, to the fullest extent permitted by law, indemnity, release,
defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees
and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit,
judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert
fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of
CONTRACTOR'S performance of its obligations or conduct of its operations under this
Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is
Caused or contributed to by the active or passive negligence of the City Indemnitees. However,
to the extent that liability is caused by the active negligence or willful misconduct of the City
Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to
the City Indemnitees' share of liability for the active negligence or willful misconduct. In
addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY
or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's
indemnification obligations. In the event the City Indemnitees are made a party to any action,
lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or
operations under this Agreement, CONTRACTOR shall provide a defense to the City
Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense,
including reasonable attorneys' fees, incurred in defense of such claims,
13. The defense and indemnification obligations of this Agreement are undertaken in
addition to, and shall not in any way be limited by, the insurance obligations contained in this
Agreement, and shall survive the termination or completion of this Agreement for the full period
of time allowed by law.
11. NONDISCRIMINATION.
CONTRACTOR shall not discriminate, in any way, against any person on the basis of age,
sex, race, color, religion, ancestry, national origin or disability in connection with or related to the
performance of its duties and obligations under this Agreement.
12. COMPLIANCE WITH ALI, LAWS.
CONTRACTOR shall observe and comply with all applicable federal, state and local laws,
ordinances, codes and regulations, in the performance of its duties and obligations under this
Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with
these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify
and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities,
penalties, lines and all other consequences from any noncompliance or violation of any laws,
ordinances, codes or regulations.
13. LABOR CODE, COMPLIANCE.
Unless the compensation payable under this Agreement. ("Contract Price") is $1,000 or
less, the Agreement is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2
of the Labor Code, beginning at section 1720, and the related regulations, including but not
limited to requirements pertaining to wages, working hours and workers' compensation
insurance. CONTRACTOR must also post all job site notices required by laws or regulations
pursuant to Labor Code section 1771.4.
13.1 Prevailing Wages. Each worker performing Work under this Agreement that is
covered under Labor Code section 1720 or 1720.9, must be paid at a rate not less than the
prevailing wage as defined in sections 1771 and 1774 of the Labor Code. The prevailing wage
rates are on file with the City Engineer's office and are available online at
http://www.dir.ca.gov/DLSR. Pursuant to Labor Code section 1775, CONTRACTOR and any
subcontractor will forfeit to CITY as a penalty up to $200 for each calendar day, or portion of a
day, for each worker paid less than the applicable prevailing wage rate, in addition to paying
each worker the difference between the applicable wage rate and the amount actually paid
13.2 Working Day, Pursuant to Labor Code section 1810, eight hours of labor consists
of a legal day's work. Pursuant to Labor Code section 1813, CONTRACTOR will f.'orfeit to
CITY as a penalty the sum of $25 for each day during which a worker employed by
CON "PRACI'OR or any subcontractor is required or permitted to work more than eight hours
during any one calendar day, or more than 40 hours per calendar week, unless such workers are
paid overtime wages under Labor Code section 1815. All work must be carried out during
regular CITY working days and hours unless otherwise specified in Exhibit A or authorized in
writing by CITY.
13.3 Payroll Records. CONTRACTOR and its subcontractors must maintain certified
payroll records in compliance with Labor Code sections 1776 and 1812, and all implementing
regulations promulgates[ by the Department of industrial Relations ("DIR"). For each payroll
record, CONTRACTOR and its subcontractors must certify under penalty of perjury that the
information in the record is true and correct, and that it has complied with the requirements of
Labor Code sections 1771, 1811, and 1815. Unless the Contract Price is under $25,000,
CONTRACTOR must electronically submit certified payroll records to the Labor
Commissioner as required under California law and regulations.
13.4 Apprentices. if the Contract Price is $30,000 or more, CONTRACTOR must
comply with the apprenticeship requirements in Labor Code section 1777.5.
13.5 DIR Monitoring, Enforcement, and Registration. This Project is subject to
compliance monitoring and enforcement by the DIR pursuant to Labor Code section 1725.5, and,
subject to the exception set forth below, CONTRACTOR and any subcontractors must be
registered with the DIR to perform public works projects. The registration requirements of
Labor Code section 1725.5 do not apply if the Contract Price is for under $25,000.
14. NO THIRD PARTY RFNEFIC1AiZ F"S.
CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in
any third party, any benefit or right owed by one parry, under the terms and conditions of this
Agreement, to the other party.
15. NOTICES.
All notices and other con-ununications required orpermitted to be given underthis Agreement,
including any notice of change of address, shall be in writing and given by personal delivery, or
deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to
be notified. Notice shall he deemed given as of the date of personal delivery, or if mailed, upon the
date of deposit with the United States Postal Service. Notice shall be given as follows:
TO CITY's Project Manager: Quinn Gardener
City of San Rafael
1375 Fifth Avenue
San Rafael, CA 94901
TO CONTRACTOR's Project Director: Raul Garcia
77 Larkspur Street
San Rafael, CA 94901
lG, INDEPF.N!]E;N,11CONTRAM'OIt.
For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers,
agents and employees shall act in the capacity of an Independent Contractor, and not as employees of
the CITY. CONTRACTOR and CITY expressly intend and agree that the status of
CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not
that of an employee of CITY.
17. ENTIRE A(JREEMENT -- AMENDMENTS.
A. The terms and conditions of this Agreement, all exhibits attached, and all documents
expressly incorporated by reference, represent the entire Agreement of the parties with respect to the
subject matter of this Agreement.
B. This written Agreement shall supersede any and all prior agreements, oral or written,
regarding the subject matter between the CONTRACTOR and the CITY.
C. No other agreement, promise or statement, written or oral, relating to the subject
matter of this Agreement, shall be valid or binding, except by way of a written amendment to this
Agreement.
D. The terms and conditions of this Agreement shall not be altered or modified except
by a written amendment to this Agreement signed by the CONTRACTOR and the CITY.
E. If any conflicts arise between the terms and conditions of this Agreement, and the
terms and conditions of the attached exhibits or the documents expressly incorporated by reference,
the terms and conditions of this Agreement shall control.
18. SET-OFF AGAINST DEBTS.
CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR
under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance,
agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or
other amounts.
1.9. WAIVERS.
The waiver by either part-/ of any breach or violation of any term, covenant or condition of
this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any
other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation
of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent
acceptance by either party of any fee, performance, or other consideration which may become due or
owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation
by the other party of anyterrn, condition, covenant of this Agreement or any applicable law, ordinance
or regulation.
20. COSTS AND ATTORNEY'S LEES.
The prevailing party in any action brought to enforce the terms and conditions of this
Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs
(including claims administration) and attorney's fees expended in connection with such action.
21. CITY BUSINESS LICENSE / OTHERTAXES.
CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY
business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and
all state and federal taxes and any other applicable taxes. C1TV shall not be required to pay for any
work performed under this Agreement, until CONTRACTORhas provided CITY with a completed
Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification).
22. SURVIVAL OF TERMS.
Any terms of this Agreement that by their nature extend beyond the term (or termination) of
this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective
successors and assigrns.
23. APPLICABLE LAW,
The laws of the State of California shall govern this Agreement
24. COUNTERPARTS AND ELECTRONIC SIGNATURE.
']'his Agreement may be executed by electronic signature and in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute one document.
Counterpart signature pages may be delivered by telecopier, email or other means of electronic
transmission.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAF AEL
_ ._ 4
kIt-
DARIN WHITE, Fire Chief
ATTEST:
II /IV-/. '�� � -
LINDSAY LARA, City Clerk
APPROVED AS TO FORM:
U"
LA -
ROBERT F. EPSTEIN, Cit Attorney
By:__v .�.(! �r4
Name:_ ,.�k�I
Title: L> r -'S �) i
[If CONTRACTOR is a corporatiori, add signature of
second corporate officer]
By: O?� j 9 .
Name: L t^ �- h
Tillu: / Tv'e.%:u,'e&
Forster & Kroeger
Landscape Maintenance, Inc.
77 Larkspur Street, San Rafael CA 94901
415-456-6684 phone
Proposal
Date:2/17/22
Site: Smith Ranch Rd.
Submitted To:
Contact: Calvin Shrader
Company: San Rafael Fire Department
Phone: (415) 485-3457
Email: Calvin.Shrader cityofsanrafiiel nrg
Description of Work: Stump grinding.
Location of Work: Smith Ranch Rd.
Submitted By:
Contact: Raul Garcia
Company: Forster & Kroeger
Phone: (415) 456-6684
Email: rauiPforster-kroeizer.com
Scope of Work: We will provide a crew to grind the stumps on the medians along Smith Ranch
Rd.
Additional Comments: Price includes all labor and equipment.
Client Authorization to Proceed:
a
Signature
(Please email back signed copy to indicate approval)
Total: $2,700.00
Date
Exhibit A
RAP.
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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: Fire
Project Manager: Calvin Schrader Extension: 3457
Contractor Name: Forster & Kroeger
Contractor's Contact: Raul Garcia Contact's Email: raul@forster-kroeger.com
❑ 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 r
enter a date.
b. Email contract (in Word) and attachments to City
3/1/2022
Attorney c/o Laraine.Gittens@cityofsanrafael.org
2
City Attorney a. Review, revise, and comment on draft agreement
3/2/2022 ® LG
and return to Project Manager
3/2/2022 ® LG
b. Confirm insurance requirements, create Job on
_ PINS, send PINS insurance notice to contractor
3
Department Director Approval of final agreement form to send to
❑
4
contractor
4
—
Project Manager Forward three (3) originals of final agreement to
—
. lore to
contractor for their signature
FSC
I it r a Rate
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
3/9/2021
CS
Attorney with printed copy of this routing form
7
City Attorney
Review and approve hard copy of signed
agreement
2
8
City Attorney
Review and approve insurance in PINS , and bonds
2//O
J/ /2VZ2
(for Public Works Contracts)
9
Agreement executed by City Council authorized
Wy'
official
10
Attest signatures, retains original agreement and
forwards copies to Project Manager