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HomeMy WebLinkAboutPW Loch Lomond Marina Landscaping Services v. Feb 2025 Page 1 CITY OF SAN RAFAEL GENERAL SERVICES CONTRACT This General Services contract (“Contract”) is entered into by and between the City of San Rafael (“City”) and _________________________________________________ (“Contractor”), a _______________________________________________, for work on the City’s _____________________________________________________ (“Project”), and is effective on ____________________ (“Effective Date”). The parties agree as follows: 1. Scope of Work. Contractor will perform and provide all labor, materials, equipment, supplies, transportation, and any and all other items or services necessary to perform and complete the work required for the Project (“Work”), as specified in Exhibit A, Scope of Work, and according to the terms and conditions of this Contract, including all attachments to the Contract and any other documents and statutes incorporated by reference. To the extent that any attachment contains provisions that conflict or are inconsistent with the terms set forth in the body of this Contract, the Contract terms will control. 1.1 Subcontractors. Contractor acknowledges that it has listed all subcontractors it will subcontract with to complete the Work in Exhibit D, Subcontractor List. 1.2 Contractor’s License. The Work requires a valid California contractor’s license for the following classification(s): _____. 2. Contract Documents. The Contract Documents incorporated into this Contract include and are comprised of all of the documents listed below: 2.1 Contract; 2.2 Addenda, if any; 2.3 Exhibit A – Scope of Work; 2.4 Exhibit B – Insurance Requirements; 2.5 Exhibit C – General Terms and Conditions; 2.6 Exhibit D – Subcontractor List. 3. Contract Price. As full and complete compensation for Contractor’s timely performance and completion of the Work in strict accordance with the terms and conditions of the Contract Documents, City will pay Contractor in accordance with the rates and or prices set forth in Exhibit A up to the not to exceed amount of $___________________ (the “Contract Price”), for all of Contractor’s direct and indirect costs to perform the Work, including all labor, materials, supplies, equipment, taxes, insurance, bonds and all overhead costs, in accordance with the payment provisions contained herein. 55,000 C-27 California August 1, 2025 Loch Lomond Marina Landscaping Services Gardeners' Guild, Inc. Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 Corporation 2025.0077 v. Feb 2025 Page 2 3.1 Annual Rate Increases. Contractor shall not increase its rates throughout the Term of this Contract, except that upon 60 day written notice, Contractor may adjust its rates no more than once annually at a maximum amount equal to the percentage change through December in the prior calendar year to the consumer price index (“CPI”) for California, All Urban Consumers, San Francisco-Oakland-San Jose areas, not to exceed five percent (5%). 3.2 Payment. Contractor must submit an invoice on the first day of each month during the Performance Time, defined in Section 4 below, and/or upon completion, for the Work performed during the preceding month, itemizing labor, materials, equipment and any incidental costs incurred. Contractor warrants that title to all work, materials and equipment incorporated into the Work will pass to City free of any claims, liens, or encumbrances upon payment to Contractor. 4. Term of Contract. This Contract becomes effective upon the date listed as "Effective Date" and shall remain in effect until the completion of all obligations of both Parties hereto, or ___________________________ from the Effective Date, whichever comes first, unless terminated or amended as provided herein. 4.1 Performance Time. Contractor will fully complete the Work within __________________________ from the date the City authorizes Contractor to proceed with the Work (“Performance Time”). 5. Liquidated Damages. If Contractor fails to complete the Work within the Performance Time, Contractor must pay liquidated damages in the amount of $_________ per day for each day of unexcused delay in completion. 6. Standard of Care. All Work must be provided in a manner that meets or exceeds the standard of care applicable to the same type of work in the City of San Rafael. Contractor must promptly correct, at Contractor’s sole expense, any Work that the City determines is deficient or defective. 7. Permits and Licenses. Contractor, at its sole expense, must obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses including, but not limited to, the required California contractor’s license provided in Section 1. 8. Indemnification. Contractor will indemnify, defend with counsel acceptable to City, and hold harmless to the full extent permitted by law, City, its governing body, officers, agents, employees, and volunteers (the “Indemnitees”) from and against any and all liability, demands, loss, damage, claims, settlements, expenses, and costs (including, without limitation, attorneys’ fees, expert witness fees, and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with the acts or omissions of Contractor, its employees, subcontractors, representatives, or agents in performing the Work or failing to comply with any obligation of Contractor under this Contract, except such Liability caused by the active negligence, sole until June 30, 2026 0 ------------------------------ one (1) year At the City's election, the Contract may be extended for a period not to exceed one (1) year. Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 v. Feb 2025 Page 3 negligence, or willful misconduct of an Indemnitee. This indemnification obligation is not limited by any limitation on the amount or type of damages or compensation payable under Workers’ Compensation or other employee benefit acts, or by insurance coverage limits, and will survive the expiration or early termination of this Contract. 9. Insurance. Contractor will, at all times under this Contract, procure and maintain in full force and effect the insurance coverage provided in Exhibit B, Insurance Requirements, at no cost to City. 10. Labor Code Compliance. Unless the Contract Price is $1,000 or less, the Contract 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. 10.1 Prevailing Wages. Each worker performing Work under this Contract 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. 10.2 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 forfeit to City as a penalty the sum of $25 for each day during which a worker employed by Contractor 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. 10.3 Payroll Records. Contractor and its subcontractors must maintain certified payroll records in compliance with Labor Code sections 1776 and 1812, and all implementing regulations promulgated 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. 10.4 Apprentices. If the Contract Price is $30,000 or more, Contractor must comply with the apprenticeship requirements in Labor Code section 1777.5. Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 v. Feb 2025 Page 4 10.5 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. 11. Workers’ Compensation Certification. Under Labor Code section 1861, by signing this Contract, Contractor certifies as follows: “I am aware of the provisions of Labor Code section 3700 which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.” 12. Termination. 12.1 Termination for Convenience. City reserves the right to terminate all or part of the Contract for convenience upon written notice to Contractor. Upon receipt of such notice, Contractor must: immediately stop the Work, including under any terms or conditions that may be specified in the notice; comply with City’s instructions to protect the completed Work and materials; and use its best efforts to minimize further costs. In the event of City’s termination for convenience, Contractor waives any claim for damages, including for loss of anticipated profits from the Project. If City terminates the Contract for convenience, City will only owe Contractor payment for the Work satisfactorily performed before Contract termination, as well as five percent of the total value of the Work performed as of the date of notice of termination or five percent of the value of the Work yet to be completed, whichever is less, which is deemed to cover all overhead and profit to date. 12.2 Termination for Default. The City may terminate this Contract for cause for any material default. Contractor may be deemed in default for a material breach of or inability to perform the Contract, including Contractor’s refusal or failure to supply sufficient skilled workers, proper materials, or equipment to perform the Work within the Performance Time; refusal or failure to make prompt payment to its employees, subcontractors, or suppliers or to correct rejected work; disregard of laws, regulations, ordinances, rules, or orders of any public agency with jurisdiction over the Project; lack of financial capacity to complete the Work within the Performance Time; or responsibility for any other material breach of the Contract requirements. If City terminates the Contract for cause, City will only owe Contractor payment for the Work satisfactorily performed before Contract termination. 13. Dispute Resolution. Any dispute arising under or related to this Contract is subject to the dispute resolution procedures of Public Contract Code sections 9204 and 20104 et. seq., which are incorporated by reference. Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 v. Feb 2025 Page 5 14. Warranty. Contractor guarantees and warrants the Work and the materials used or provided for the Project for a period of one year, beginning upon City’s acceptance of the Work for the Project as complete (“Warranty Period”). During the Warranty Period, upon notice from the City of any defect in the Work or the materials, Contractor must, at its sole expense, promptly repair or replace the defective Work or materials, including repair or replacement of any other Work or materials that is or are displaced or damaged during the warranty work, excepting any damage resulting from ordinary wear and tear. 15. Worksite Conditions. 15.1 Clean and Safe. Contractor must maintain the Work site and staging and storage areas in a clean and neat condition and must ensure it is safe and secure. On a daily basis Contractor must remove and properly dispose of debris and waste materials from the Work site. 15.2 Inspection. Contractor will make the Work accessible at all times for inspection by the City. 15.3 Hazardous Materials. Unless otherwise specified in the Contract documents, this Contract does not include the removal, handling, or disturbance of any asbestos or other hazardous materials, as identified by any federal, state, or local law or regulation. If Contractor encounters materials on the Project site that Contractor reasonably believes to be asbestos or other hazardous materials, and the asbestos or other hazardous materials have not been rendered harmless, Contractor may continue Work in unaffected areas reasonably believed to be safe, but must immediately cease Work on the area affected and report the condition to City. No asbestos, asbestos- containing products or other hazardous materials may be used in performance of the Work. 15.4 Utilities, Trenching and Excavation. As required by Government Code section 4215, if, during the performance of the Work, Contractor discovers utility facilities not identified by City in the Contract documents, Contractor must immediately provide written notice to City and the utility. In performing any excavations or trenching work, Contractor must comply with all applicable operator requirements in Government Code sections 4216 through 4216.5. If the trenching or excavation extends deeper than four feet below the surface, then it must also comply with Public Contract Code section 7104. 16. Assignment of Unfair Business Practice Claims. Under Public Contract Code section 7103.5, Contractor and its subcontractors agree to assign to City all rights, title, and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U.S.C. section 15) or under the Cartwright Act (Chapter 2 (commencing with section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the Contract or any subcontract. Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 v. Feb 2025 Page 6 This assignment will be effective at the time City tenders final payment to Contractor, without further acknowledgement by the parties. 17. Notice. Any notice, billing, or payment required by or pursuant to the Contract documents must be made in writing, signed, dated and sent to the other party by personal delivery, U.S. Mail, a reliable overnight delivery service, or by email as a PDF (or comparable) file. Notice is deemed effective upon delivery unless otherwise specified. Notice for each party must be given as follows: To CITY’s Representative: __________________________ __________________________ __________________________ San Rafael, CA 94901 To CONTRACTOR’s Representative: __________________________ __________________________ __________________________ __________________________ 18. General Terms and Conditions. This Contract includes, and the Contractor agrees to comply with the City’s General Terms and Conditions, which are set forth in Exhibit C, attached hereto and incorporated by reference. [Signatures are on the following page.] Richmond, CA 94801 Aaron Tubbs Operations & Maintenance Superintendent Account Manager Guillermo Vega 2780 Goodrick Avenue111 Morphew Street Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 v. Feb 2025 Page 7 The parties agree to this Contract as witnessed by the signatures below: CITY OF SAN RAFAEL: _________________________________ ________________________________, _________________________________ Executed on:_______________________ APPROVED AS TO FORM: Office of the City Attorney _________________________________ ________________________________, _________________________________ ATTEST: City Clerk _________________________________ ________________________________, _________________________________ CONTRACTOR: __________________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ [If Contractor is a corporation, second corporate officer signature required] __________________________________ By: ____________________________ Name: ____________________________ Title: _____________________________ Contractor’s California License Number(s) and Expiration Date(s) (required under Section 7 of the Contract): ___________________________________ ___________________________________ Exhibit A: Scope of Work and Bid Proposal Exhibit B: Insurance Requirements Exhibit C: General Terms and Conditions Exhibit D: Subcontractor List Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 2/28/2027 Paul Swanson Chief Operating Officer Paul Swanson 556967 Gardeners Guild Inc. President & CFO Michael DavidsonAndrea Visveshwara Chief Assistant City Attorney Cristine Alilovich October 28, 2025 City Manager City Clerk Lindsay Lara Exhibit A Scope of Work This is an Exhibit attached to, and made a part of the Contract by and between Contractor and the City providing for the referenced services. The Scope of Work includes: a. Routine Landscaping Duties and Responsibilities This Section defines what shall be considered routine landscaping of the public areas of the Village at Loch Lomond Marina (Routine Maintenance”). Bids for monthly maintenance costs submitted by contractors shall be fully inclusive of costs associated with performing all maintenance activities required for routine landscaping. Contractor shall follow landscaping maintenance guidelines. All below activities shall be performed in the designated areas shown on map of areas to be maintained. •Twice Weekly Maintenance (Mondays and Fridays) o Litter Removal- All litter shall be removed from designated areas o Weeding- All areas shall be kept weed free. o Blow Hardscapes- Hardscapes including sidewalks, walkways and road shall be blown, debris collected and removed. •Weekly Maintenance (Monday or Friday) o Mowing (approximately .83 acres)- All grass areas shall be mowed weekly. o Irrigation System Check- The irrigation system shall be monitored weekly for optimum efficiency during watering season (April/May through October/November). All leaks will be repaired immediately. Water use restrictions must be followed. Minor irrigation repairs shall be included in monthly service cost. Contractor shall submit a request form for major irrigation repairs to City for costs that would be in addition to the agreed upon contract amounts. Irrigation as-builts and controller information are included (Attachment D) o Monitor plant health. Contractor shall replace dead plants as needed. Minor plant replacement shall be included in monthly maintenance cost. Contractor will submit a request form for major plant replacement for costs that would be in addition to the agreed upon contract amount. o Keep bushes and trees pruned and trimmed so that safety and informational signs are not blocked from public view. •Yearly Maintenance o Full weeding and mulching of all areas- Contractor shall mulch all areas using disease and pest free organic mulch. Contractor shall include cost of mulch in monthly bid totals. Approximate mulched area is .6 acres. o Irrigation system start up and full system check. Contractor shall perform a full system check to ensure system is in optimum working condition at the beginning of the watering season (April/May). •As-Needed Maintenance (Contractor shall include these costs in monthly maintenance costs) o Removal of tree suckers, dead/broken branches. o Pruning of vegetation that is blocking signage or overhanging sidewalks/roadway. o General plant upkeep, pruning of plant dieback. o Replace broken tree stakes and remove stakes that are no longer needed. Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 o Replace dead plants. b.Frequency of Maintenance Maintenance crews shall be onsite a minimum of twice per week on Mondays and Fridays to meet the maintenance obligations in the public areas outlined in this proposal. Note: Routine landscaping maintenance activities are expected to increase March – October for the high growth season. c.Non-Routine Maintenance The full cost of Routine Maintenance shall be represented in the bid monthly contract cost. The scope of Routine Maintenance included in the monthly contract cost is detailed in Section 6.a. However, for significant material costs associated with work outside the scope of Routine Maintenance (“non-routine maintenance”), the Contractor may submit a request to the City for extra payment above the monthly contract costs. City must approve the request prior to work commencing. Examples of non- routine maintenance material costs include: 1.Major plant replacement 2.Major irrigation repairs 3.Repairs/replacement of outdoor furnishings, equipment, or garbage cans Please note: cost of material plant replacement necessitated from plant age, disease, weather or vehicle damage, etc. shall be allowable as a separate cost reimbursement. Plant replacement necessitated as a result of a Contractor’s failure to maintain will be at full cost to the Contractor. Major irrigation repairs: The Contractor is expected to perform regular repairs to the irrigation system as a part of Routine Maintenance. When extensive repairs are required, the Contractor may submit a request to the City for extra payment above the monthly contract cost. City must approve the request as non-routine maintenance, prior to work commencing. d.Clean up and Debris Disposal Contractor shall clean all job sites when work is completed and/or daily, including the raking of leaves, twigs, etc. from the lawns, street gutters, sidewalks and parkways and the sweeping or blowing of streets. Each day’s scheduled work shall be completed and cleaned up and only under City approved emergency circumstances may any brush, leaves, vegetation debris or equipment be left on the street overnight. The City Representative shall be the sole judge as to the adequacy of the cleanup. e.Non-City Maintained Landscaping Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 The Contractor shall perform work only on the areas identified in this RFP. The Contractor shall NOT perform work for adjacent homeowners; all inquiries to this effect shall be forwarded to the City Representative. f.Meetings The Contractor’s Project Manager shall be available to meet, on a quarterly basis (or when deemed necessary) with the Public Works Director or his designee at a mutually agreed upon time and place to review maintenance, operations, and all other activities. Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 Loch Lomon and adjacent lands strip. West Jetty/Park -Area included in landscaping duties and responsablities . _,. -�--� ··•. I.', See Shee\ L-x 6 I . ,. ·1 -{;'t= /i\�c�• ---------------- Breakwater The Village at Loch Lomond Marina San Rafael, CA Marina Village Associates GUZZARDO ■THE PARTNERSHIP INC. Landscape Architects • Land Planners 181 GreenwkhStreet SaoFr.Jnchco,CAS<llll T41543H672 f41S4llS003 l1Suu/Rnlslon1: No. Date Dn<Jtlan Key Plan Oite:08.20.14 L-2.0 Pfojetttfombtr 9522 Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 Loch Lomond Marina – Landscaping Services Attachment A Activity* Cost Twice weekly maintenance .............................................................................. $3,728/Month Weekly maintenance ......................................................................................... $2,723/Month Yearly maintenance .......................................................................................... Monthly Cost for two (2) days per week of service for all items above: ...... $3,728/Month Additional Allowances Installation of 10 yards of decorative mulch- $1,735 Installation of 10 5-gallon shrubs and 25 1-gallon shrubs- $1,475 Attach additional rate sheet for any services outside of standard scope. See following page. Note if providing any discount: If City provides arborist mulch, Gardeners’ Guild will provide the labor to spread it at no additional cost. *Note about irrigation: Minor irrigation repairs included maintenance fees above and are defined by repairs from the valves out. All other repairs are considered major repairs. Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 Gardeners’ Guild Inc ▪ 2780 Goodrick Avenue ▪ Richmond ▪ CA▪ 94801▪ 510▪439▪3700▪ Fax▪ 510▪439▪3344 ▪ www.gardenersguild.com Labor & Unit Costs Labor Costs Hourly Rates Landscape Gardener $60. Landscape Crew Leader $65. Irrigation Technician $85. Integrated Pest Management Technician $75. R A T E S H E E T Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 v. Feb 2025 Exhibit B-1 EXHIBIT B INSURANCE REQUIREMENTS Contractor will, at all times under this Contract, procure and maintain in full force and effect the insurance coverage required in this Exhibit B to cover the activities of Contractor and any subcontractors relating to or arising from performance of the Work. Each policy must be issued by a company licensed to do business in California, and with a strength and size rating from A.M. Best Company of A-VIII or better. Contractor must provide City with certificates of insurance and required endorsements as evidence of coverage with the executed Contract, or through the PINSAdvantage website https://www.pinsadvantage.com/ upon request by the City, and before the City authorizes Contractor to proceed with the Work. 1. Workers’ Compensation. Statutory coverage is required by the California Workers’ Compensation Insurance and Safety Act. If Contractor is self-insured, it must provide its duly authorized Certificate of Permission to Self-Insure. In addition, Contractor must provide employer’s liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. 2. Liability. Commercial General Liability (“CGL”) insurance issued on an occurrence basis, including coverage for liability arising from Contractor’s or its subcontractor’s acts or omissions in performing the Work, including Contractor’s protected coverage, blanket contractual, products and completed operations, broad form property damage, vehicular coverage, and employer’s non-ownership liability coverage, with limits of at least $1,000,000 per occurrence and $2,000,000 general aggregate. 3. Automotive. Commercial automotive liability coverage for owned, non-owned and hired vehicles must provide coverage of at least $1,000,000 combined single limit per accident for bodily injury, death, or property damage. 4. Subrogation Waiver. Each required policy must include an endorsement that the insurer waives any right of subrogation it may have against the City or the City’s insurers. 5. Required Endorsements. The CGL policy and the automotive liability policy must include the following specific endorsements: (a) The City, including its Council, officials, officers, employees, agents, volunteers and consultants (collectively, “Additional Insured”) must be named as an additional insured for all liability arising out of the operations by or on behalf of the named insured, and the policy must protect the Additional Insured against any and all liability for personal injury, death or property damage or destruction arising directly or indirectly in the performance of the Contract. Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 v. Feb 2025 Exhibit B-2 (b) The inclusion of more than one insured will not operate to impair the rights of one insured against another, and the coverages afforded will apply as though separate policies have been issued to each insured. (c) The insurance provided is primary and no insurance held or owned by City may be called upon to contribute to a loss (“primary and non- contributory”). (d) Any umbrella or excess insurance must contain or be endorsed to contain a provision that such coverage will also apply on a primary or non- contributory basis for the benefit of City before the City’s own insurance or self-insurance will be called upon to protect it as a named insured. (e) This policy does not exclude explosion, collapse, underground excavation hazard, or removal of lateral support. Failure to comply with these requirements shall be considered a material breach of contract. Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 v. Feb 2025 Exhibit C-1 EXHIBIT C GENERAL TERMS AND CONDITIONS 1. COMPLIANCE WITH ALL 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 Contract. Contractor shall perform all work under this Contract 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, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 2. PROVISIONS DEEMED INSERTED. Every provision of law required to be inserted in the Contract is deemed to be inserted, and the Contract will be construed and enforced as though such provision has been included. If it is discovered that through mistake or otherwise that any required provision was not inserted, or not correctly inserted, the Contract will be deemed amended accordingly. 3. SEVERABILITY. If any provision of the Contract documents, or portion of a provision, is determined to be illegal, invalid, or unenforceable, the remaining provisions of the Contract documents will remain in full force and effect. 4. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the Contractor in connection with the performance of its duties under this Contract, shall be the sole property of City. City may use said property for any purpose, including projects not contemplated by this Contract. 5. 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 Contract. Contractor shall fully cooperate with City or its agent in any such audit or inspection. Contractor shall maintain all Project- related records for a period of three (3) years from completion of the work. 6. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Contract 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 Contract or any rights, duties Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 v. Feb 2025 Exhibit C-2 or obligations arising hereunder shall be void and of no effect. 7. WORKERS' COMPENSATION. Contractor certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and Contractor certifies that it will comply with such provisions before commencing the performance of the work of this contract. 8. NONDISCRIMINATION. Contractor shall not discriminate, in any way, against any person on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation in connection with or related to the performance of its duties and obligations under this Contract. 9. NO THIRD PARTY BENEFICIARIES. City and Contractor do not intend, by any provision of this Contract, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Contract, to the other party. 10. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Contract, 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. 11. ENTIRE CONTRACT -- AMENDMENTS. A. The terms and conditions of this Contract, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Contract of the parties with respect to the subject matter of this Contract. B. This written Contract shall supersede any and all prior contracts, 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 Contract, shall be valid or binding, except by way of a written amendment to this Contract. D. The terms and conditions of this Contract shall not be altered or modified Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 v. Feb 2025 Exhibit C-3 except by a written amendment to this Contract signed by the Contractor and the City. E. If any conflicts arise between the terms and conditions of this Contract, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Contract shall control. 12. SET-OFF AGAINST DEBTS. Contractor agrees that City may deduct from any payment due to Contractor under this Contract, 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. 13. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Contract, 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 Contract, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Contract or any applicable law, ordinance or regulation. 14. CITY BUSINESS LICENSE / OTHER TAXES. Contractor shall obtain and maintain during the duration of this Contract, a City business license as required by the San Rafael Municipal Code, and Contractor shall pay any and all state and federal taxes and any other applicable taxes. City shall not be required to pay for any work performed under this Contract, until Contractor has provided City with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 15. SURVIVAL OF TERMS. Any terms of this Contract that by their nature extend beyond the term (or termination) of this Contract shall remain in effect until fulfilled and shall apply to both Parties’ respective successors and assigns. 16. GOVERNING LAW. This Contract shall be deemed to have been executed in the County of Marin, California. The formation, interpretation and performance of this Contract shall be governed by the laws of the State of California, excluding its conflict of laws rules. Any suit or action initiated by either party shall be brought in the County of Marin, California unless the parties agree otherwise in a written amendment to this Contract. Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 v. Feb 2025 Exhibit C-4 17. CONFLICT OF INTEREST. Contractor, its employees, subcontractors and agents, may not have, maintain or acquire a conflict of interest in relation to this Contract in violation of any City ordinance or policy or in violation of any California law, including under Government Code section 1090 et seq. and under the Political Reform Act as set forth in Government Code section 81000 et seq. and its accompanying regulations. Any violation of this Section constitutes a material breach of the Contract. 18. AUTHORIZATION. Each individual signing above warrants that they are authorized to do so by the party that they represent, and that this Contract is legally binding on that party. If Contractor is a corporation, signatures from two officers of the corporation are required pursuant to California Corporation Code section 313. 19. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Contract 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. Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 v. Feb 2025 Exhibit D EXHIBIT D SUBCONTRACTOR LIST Contractor hereby certifies that each and every Subcontractor that will perform a portion of the Work in an amount in excess of one-half of 1% of the total Contract Price, is provided below along with a description of the Work, the name of the Subcontractor, its California contractor license number, the location of its place of business, its DIR registration number, and the portion of the Work that the Subcontractor is performing based on a percentage of the total Contract Price. DESCRIPTION OF WORK SUBCONTR ACTOR NAME CALIFORNIA CONTRACT OR LICENSE NO. LOCATION OF BUSINESS DIR REG. NO. PERCENT OF WORK END OF SUBCONTRACTOR LIST Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. All following documents are attached as reference material. RESPONSIBLE PARTY DESCRIPTION COMPLETED Project Manager Email PINS insurance request to Contractor ☐ City Attorney’s Office Review, revise as needed, and approve agreement as to form Department Director Review and approve agreement Risk Management Confirm insurance documentation is complete Finance Review and sign off on funding availability TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Project Manager: Contractor Name: Contractor’s Contact: Contact’s Email: City Council Date: ☐ ___________________ or ☐ Not applicable ☐ FPPC: Check if Contractor must file Form 700 Gardeners' Guild gvega@gardenersguild.com Shannon Mackle (for Aaron Tubbs) X X Guillermo Vega Public Works Docusign Envelope ID: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 Certificate Of Completion Envelope Id: 961E08F6-2FB7-4C5E-901D-23A40DD39C68 Status: Completed Subject: DocuSign: General Services with Gardeners Guild for Loch Lomond Marina Landscaping Services Source Envelope: Document Pages: 21 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 4 Shannon Mackle AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 111 Morphew St San Rafael, CA 94901 Shannon.Mackle@cityofsanrafael.org IP Address: 199.88.89.34 Record Tracking Status: Original 10/9/2025 10:30:33 AM Holder: Shannon Mackle Shannon.Mackle@cityofsanrafael.org Location: DocuSign Signer Events Signature Timestamp April Miller April.Miller@cityofsanrafael.org Public Works Director Security Level: Email, Account Authentication (None)Signature Adoption: Uploaded Signature Image Using IP Address: 2601:645:e7c:a540:dc22:ded0:fdd7:1e30 Sent: 10/17/2025 11:00:05 AM Viewed: 10/17/2025 2:10:45 PM Signed: 10/17/2025 2:11:08 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Nataly Torres Nataly.Torres@cityofsanrafael.org Legal Assistant City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 10/17/2025 2:11:10 PM Viewed: 10/17/2025 2:16:00 PM Signed: 10/17/2025 2:18:12 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Van Bach Van.Bach@cityofsanrafael.org Signing Group: Finance Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 10/17/2025 2:11:10 PM Viewed: 10/20/2025 9:09:25 AM Signed: 10/20/2025 9:09:39 AM Electronic Record and Signature Disclosure: Accepted: 10/20/2025 9:09:25 AM ID: 8d61c233-d762-440a-946b-585e83e27c6a Paul Swanson Pswanson@gardenersguild.com Chief Operating Officer Paul Swanson Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.200.201.26 Sent: 10/20/2025 9:09:42 AM Viewed: 10/22/2025 7:50:30 AM Signed: 10/23/2025 8:58:06 AM Electronic Record and Signature Disclosure: Accepted: 10/22/2025 7:50:30 AM ID: 02932d58-bcc6-45a4-9bca-a110f9d5263e Signer Events Signature Timestamp Michael Davidson mdavidson@gardenersguild.com President & CFO Gardeners Guild Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.200.201.26 Sent: 10/23/2025 8:58:08 AM Viewed: 10/27/2025 7:25:44 AM Signed: 10/27/2025 7:26:33 AM Electronic Record and Signature Disclosure: Accepted: 10/27/2025 7:25:43 AM ID: c81999f7-8946-4d2c-b6e6-b84968673700 Andrea Visveshwara Andrea.Visveshwara@cityofsanrafael.org Chief Assistant City Attorney City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 10/27/2025 7:26:36 AM Viewed: 10/28/2025 9:58:41 AM Signed: 10/28/2025 9:59:05 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Heather Davis Heather.Davis@cityofsanrafael.org Risk Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2601:205:4b01:1550:849e:4d78:ee83:e619 Sent: 10/27/2025 7:26:37 AM Viewed: 10/27/2025 10:56:44 AM Signed: 10/27/2025 10:57:13 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Cristine Alilovich Cristine.Alilovich@cityofsanrafael.org City Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2600:1006:b02c:f80b:f5a0:682:1ce5:96ba Signed using mobile Sent: 10/28/2025 9:59:08 AM Viewed: 10/28/2025 11:41:45 AM Signed: 10/28/2025 11:41:50 AM Electronic Record and Signature Disclosure: Accepted: 8/8/2025 5:50:59 PM ID: 92734b64-c5dc-4308-af7f-b0f4b9ffd306 Lindsay Lara Lindsay.Lara@cityofsanrafael.org City Clerk City of San Rafael Signing Group: City Clerk Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 10/28/2025 11:41:52 AM Viewed: 10/29/2025 3:05:57 PM Signed: 10/29/2025 3:06:06 PM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Editor Delivery Events Status Timestamp Nataly Torres Nataly.Torres@cityofsanrafael.org Legal Assistant City of San Rafael Security Level: Email, Account Authentication (None) Using IP Address: 199.88.113.8 Sent: 10/15/2025 9:44:11 AM Viewed: 10/17/2025 10:56:01 AM Completed: 10/17/2025 11:00:04 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/15/2025 9:44:11 AM Envelope Updated Security Checked 10/17/2025 11:00:04 AM Certified Delivered Security Checked 10/29/2025 3:05:57 PM Signing Complete Security Checked 10/29/2025 3:06:06 PM Completed Security Checked 10/29/2025 3:06:06 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of San Rafael (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of San Rafael: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: city.clerk@cityofsanrafael.org To advise City of San Rafael of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at city.clerk@cityofsanrafael.org and in the body of such request you must state: your Electronic Record and Signature Disclosure created on: 5/22/2025 12:46:43 PM Parties agreed to: Van Bach, Paul Swanson, Michael Davidson, Cristine Alilovich previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of San Rafael To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to city.clerk@cityofsanrafael.org and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of San Rafael To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to city.clerk@cityofsanrafael.org and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check- box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of San Rafael as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of San Rafael during the course of your relationship with City of San Rafael.