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FD Vegetation Management Services 2021AGREEMENT FOR VEGETATION MANAGEMENT SERVICES BETWEEN THE CITY OF SAN RAFAEL AND PARTNERSHIP FOR YOUTH, INC. D.B.A. AMERICORPS ST. LOUIS This Agreement is made and entered into this _[J day of /)iffy , 20�, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and PARTNERSHIP FOR YOUTH, INC. doing business as AmeriCorps St. Louis (hereinafter "CONTRACTOR"). RECITALS WHEREAS, CITY requires assistance in conducting vegetation management projects for the purpose of protection against wildfires; and WHEREAS, CONTRACTOR is a national service organization that provides training and skills to young men and women through community project partnerships; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The Emergency Manager 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. Kenan Ender 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. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as set forth in the Memorandum of Understanding attached hereto as Exhibit A and incorporated herein by reference. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4 and perform the duties set forth in the Memorandum of Understanding attached hereto as Exhibit A and incorporated herein by reference. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR on a time and materials basis at the hourly rate of $160 per person per day, provided that the total compensation payable to CONTRACTOR under this Agreement shall not exceed $52,500. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. TERM OF AGREEMENT. The term of this Agreement shall be for one year(s) commencing on May 15, 2021 and ending on December 31, 2021. Upon mutual agreement of the parties, and subject to the approval of the City Manager, the term of this Agreement may be extended for an additional period of up to six months. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally 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. 8. 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 five -hundred thousand dollars ($500,000) 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 of this section above shall also meet the following requirements: 1. Except for professional liability insurance or 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) under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be "primary 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 0104 13. 3. Except for professional liability insurance or 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. 5. 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. CONTRACTOR 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. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, 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. B. 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 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 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, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 13. NO THIRD PARTY BENEFICIARIES. 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 party, under the terms and conditions of this Agreement, to the other party. 14. NOTICES. All notices and other communications required or permitted to be given under this 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 be 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 Gardner City of San Rafael 1375 Fifth Avenue San Rafael, CA 94901 TO CONTRACTOR's Project Director: Kenan Ender AmeriCorps St. Louis 1315 Ann Avenue St. Louis, MO 63104 15. INDEPENDENT CONTRACTOR. 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. 16. ENTIRE AGREEMENT -- 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. 17. 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. 18. WAIVERS. The waiver by either party 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 any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 19. COSTS AND ATTORNEY'S FEES. 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. 20. CITY BUSINESS LICENSE / OTHER TAXES. 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. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 21. 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 assigns. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 23. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed 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 RAFAEL JIM "TZ, City an er ATTEST: ,r LINDSAY LARA, City Clerk I� APPROVED AS TO FORM: �- bp�-ROBERT F. EPSTEIN, Citf Attorney CONTRACTOR By: Title: VA%Ve"a [If Contractor is a corporation, add signature of second corporate officer] Name: Title: Exhibit A MEMORANDUM OF UNDERSTANDING between The City of San Rafael, California and Partnership for Youth, Inc. d.b.a. AmeriCorps St. Louis This memorandum of understanding (MOU) is between the City of San Rafael, CA (San Rafael) and Partnership for Youth Inc., doing business as "AmeriCorps St. Louis", a Missouri not-for-profit corporation (AmeriCorps). WHEREAS, both organizations proposc to work together to carry out wildfire hazaid mitigatiuu tluuugh fuel reduction, creation of defensible space and fuel breaks, as well as improve and maintain fire control access points. AmeriCorps is dedicated to enhancing public safety and public lands stewardship through National Service partnerships that build the leadership and skills of Corps Members. WHEREAS, the parties desire to establish a framework by which specific projects may be agreed upon and administered in the future. NOW THEREFORE, in consideration of the mutual covenants and obligations contained herein, the parties agree as follows: A. AMERICORPS,RESPONSIBILITIES: AmeriCorps will provide personnel comprised of men and women capable of performing projects specified by SAN RAFAEL. Projects may include, but are not limited to, fuel reduction, environmental safety improvements, public contact with homeowners, installing frrelines, cutting and chipping of vegetative debris, clearing and constructing fire access roads or trails, installing erosion control structures, treating invasive species, hazard mapping and monitoring, and other related tasks. AmeriCorps, at the direction of SAN RAFAEL, will also carry -out facility or grounds repair and maintenance projects to accommodate for inclement weather conditions. AmeriCorps Members will be prepared for arduous physical labor done under harsh outdoor conditions. AmeriCorps crews may vary in size depending upon the project to be completed. The crew will be supervised by a team lead or supervisor provided by AmeriCorps. The crew size will be mutually agreed upon prior to implementation of the projects. 2. AmeriCorps crews will typically have an 8 -hour service day and a 48-hour service week, Monday through Saturday. However, modifications to the service day and the service week will occasionally be necessary by the SAN RAFAEL coordinator to facilitate projects that are weather dependent. Exhibit A 3. AmeriCorps staff supervisors shall retain the flexibility to redeploy crews to respond to national orstate emergencies. SAN RAFAEL will not be charged for time AmeriCorps crews spend on non -SAN RAFAEL emergencies. If AmeriCorps crews are redeployed for emergency response, it is the intent of both organizations to complete the SAN RAFAEL projects as soon as possible after the emergency. 4. AmeriCorps will be responsible for training its members in skills necessary to safely use all tools and equipment. Except as otherwise mentioned herein, AmeriCorps will be responsible for providing all personal safety clothing, equipment, and supplies. 5. The AmeriCorps Team Lead will be responsible for maintaining accurate timekeeping records for the number of crewmember hours crews served each week by jurisdiction (e..g., City limits vs. Marinwood). Each week, these records will be provided to the primary SAN RAFAEL coordinator to assist with project tracking. AmeriCorps will invoice SAN RAFAEL at the completion of the service project for the aggregate number of Member service hours. 6. AmeriCorps crews will be responsible for all of their own transportation to'and from SAN RAFAEL service sites, including vehicle(s)' insurance, maintenance, and repair associated with vehicle operation. a SAN RAFAEL'S RESPONSIBILITIES: 1. SAN RAFAEL will provide crew housing quarters with toilet facilities, hot showers and air conditioning/heat to AmeriCorps crews. If unforeseen circumstances make this lodging unavailable, then AmeriCorps has the option to relocate to a mutually agreed alternative lodging. 3. SAN RAFAEL will be responsible for providing some tools and supplies as agreed to prior to the beginning of a project. Tools may include chainsaws, backpack blowers, sprayers, power tools, chipper, and other machinery as needed. Supplies may include items such as fuel, herbicide, drip torches, and other project consumables. SAN RAFAEL staff will be responsible for familiarizing crew members with service sites and the importance, goals and objectives of the project. Training, direction and project oversight will be provided to AmeriCorps supervisory personnel and crewmembers as necessary to assure that the projects are understood, basic skills are acquired to complete the project and so adjustments can be implemented as necessary. SAN RAFAEL will be responsible for assigning projects to the crews, but daily supervision shall be provided by the designated AmeriCorps crew leader. SAN RAFAEL will provide direct supervision during prescribed burns and other projects that may require additional expertise. 4. SAN RAFAEL will pay (AmeriCorps) at 5160 per billable crew member day based on an 8 hour/member service day. Service hours (excluding travel hours) will be aggregated and converted into equivalent billable service days. Crew members are not employees of SAN RAFAEL. AmeriCorps shall cover crew members for worker's compensation and any related costs that may be incurred. C. GENERAL I. Travel to and from the AmeriCorps headquarter, will not he hillahle time lender this, agreement. All inter -site travel from housing to weekly site assignments will be billable to SAN RAFAEL. �. SAN RAFAEL will coordinate with AmeriCorps, and will ultimately be responsible for planning projects in the case inclement weather affects regularly scheduled projects. 3. AmeriCorps, its members and employees hereby agree to release, hold harmless, defend and indemnify SAN RAFAEL from all claims of liability for personal injury or property damage arising from or related to the activities conducted by the AmeriCorps crews as described herein. 4. AmeriCorps shall maintain liability insurance coverage in the amount of $500,000 per person, $1 million per occurrence and include the SAN RAFAEL as an additional insured. AmeriCorps shall provide proof of coverage at the time this agreement is signed. 5. Both AmeriCorps and SAN RAFAEL will agree to and formulate in writing the details regarding each project to include: location, scope of the project, start date and estimated end date, number of crew members required, housing arrangements, rate of reimbursement, required equipment, tools and supplies and any other issues that are necessary to ensure the success of the project. This form will be signed by the authorized representative from each organization prior to the beginning date of the project. 6. This agreement may be amended by mutual written agreement of both parties. 7. A request for termination of this agreement may be made by either party, 30 days prior to the requested termination date. Termination of the agreement will require the signature of the representative of both parties. This agreement will be effective from May 15, 2021 through December 31, 2021. Upon mutual agreement of the parties, the term of this Agreement may be extended for an additional period of up to six months. 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: Quinn Gardner Contractor Name: Kenan Ender Extension: 458-5336 Contractor's Contact: 314-772-9002 Contact's Email: kenan@americorps-stl.org ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Project Manager a. Email PINS Introductory Notice to Contractor N/A Check/Initial 1 ❑ 5/12/2021 b. Email contract (in Word) and attachments to City ❑ Attorney c/o Laraine.Gittens@cityofsanrafael.org City Attorney a. Review, revise, and comment on draft agreement Click here to 2 ❑ and return to Project Manager enter a date. 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 Click or tap to ❑ contractor enter a date. 4 Project Manager Forward three (3) originals of final agreement to ❑ contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ® N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT Project Manager 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/ 1 �/ a/ 2ov City Attorney agreement 8 Review and approve insurance inPINS ,and bonds / 1#ZD�(for Public Works Contractsj*F 9 City Manager/ Mayor Agreement executed by City Council author' ed 6 �1 ,- tl C official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager 41101d-,�