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FD Defensible Space ServicesAGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND THE MARINWOOD COMMUNITY SERVICES DISTRICT FOR DEFENSIBLE SPACE SERVICES THIS AGREEMENT is made and entered into this 11th day of May, 2021 by and between the CITY OF SAN RAFAEL ("CITY") and the MARINWOOD COMMUNITY SERVICES DISTRICT ("DISTRICT') WHEREAS, CITY and DISTRICT are contiguous local governmental agencies which each provide fire protection and emergency services within their respective jurisdictions; and WHEREAS, since 1973 and as permitted by applicable law including but not limited to Government Code Sections 55631 through 55634, CITY and DISTRICT have entered into a series of cooperative agreements for the effective and efficient provision of fire and emergency services throughout a unified operational area, to their mutual advantage; and WHEREAS, CITY and DISTRICT currently operate under agreements pursuant to which they share certain fire and emergency personnel and chief officers for the provision of fire and emergency services in their unified operational area; and WHEREAS, as part of their fire and emergency services, CITY and DISTRICT each also perform property inspections and various vegetation management operations to provide and/or increase defensible space near structures, for the purpose of mitigating the risk of destructive wildfires (hereafter, "defensible space operations"); and WHEREAS, the CITY and DISTRICT are both members of the Marin Wildfire Prevention Authority ("MWPA"), a joint powers authority established in 2019 to develop and implement a comprehensive wildfire prevention and emergency preparedness plan throughout almost all of Marin County; and WHEREAS, the operations of the MWPA are funded by a parcel tax measure ("Measure C") adopted by the voters of Marin County on March 3, 2020; and WHEREAS, the MWPA has authorized Measure C tax proceeds to be used to fund qualifying activities of MWPA member agencies, including funding for defensible space operations; and WHEREAS, CITY has hired additional Fire Department staff to perform defensible space operations funded by the MWPA, and has sufficient capacity to be able to provide similar services to DISTRICT for properties within DISTRICT's jurisdiction, on a contract basis; and WHEREAS, DISTRICT also receives funds from MWPA for defensible space operations and wishes to use a portion of those funds to compensate CITY for providing those services; and WHEREAS, consistent with their history of cooperative fire protection services and their current shared services agreements, CITY and DISTRICT now wish to coordinate their MWPA-funded defensible space operations on the terms and conditions set forth in this Agreement; NOW, THEREFORE, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. _Quinn Gardner is hereby designated the Project Manager for CITY and shall supervise all aspects of the progress and execution of this Agreement at the sole expense of CITY. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute Project Manager, for any reason, CITY shall notify DISTRICT within ten (10) business days of the substitution. B. DISTRICT'S Project Manager. Eric Dreikosen is hereby designated as the Project Manager for DISTRICT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute Project Manager, for any reason, DISTRICT shall notify CITY within ten (10) business days of the substitution. 2. SERVICES COVERED BY AGREEMENT. CITY and DISTRICT intend this Agreement to apply only to services determined by DISTRICT, in its sole discretion, to qualify for funding by the MWPA's local and defensible space funding categories. CITY will not provide any services for DISTRICT under this Agreement unless CITY first provides DISTRICT with a cost estimate for the services, if available, and, regardless of whether such cost estimate is available or not, DISTRICT provides CITY with a written notice to proceed. Notwithstanding the parties' intention that services under this Agreement will qualify for MWPA local and defensible space funding, once DISTRICT provides CITY with a notice to proceed and the requested services are performed by CITY, DISTRICT will be required to compensate CITY as provided in this Agreement regardless whether such MWPA funding is finally provided to DISTRICT by the MWPA. 3. DUTIES OF CITY. CITY will perform annual defensible space inspections and specific fuel reduction projects within DISTRICT'S jurisdiction as specifically requested by DISTRICT'S Project Manager. CITY at their sole expense will recruit, hire, and train staff to perform such services, and will have sole discretion over the salary and expenses paid to such staff. In connection with performing defensible space inspections, once CITY has prepared an inspection report for a particular property, CITY shall not be required to pursue any enforcement actions as to that property absent express agreement between the parties. 4. DUTIES OF DISTRICT. DISTRICT shall not be required to request services from CITY pursuant to this Agreement, and it is understood that DISTRICT intends to contract directly with other service providers for local and defensible space services whenever it is reasonably able to do so. Should DISTRICT decide to seek the services of another agency or vendor for specific 2 projects, especially those that have historically been performed by CITY, DISTRICT shall give advance notice so that CITY can hire and plan for work accordingly. This notice shall be provided as soon as DISTRICT determines it will not utilize the services of CITY, but no less than 30 days beforehand. 5. COMPENSATION. In consideration for the full performance of the services described herein by CITY DISTRICT will compensate CITY as follows: A. For defensible space inspections, DISTRICT shall pay CITY on a time and materials basis at the then current Hourly Rate Plus Benefits of each CITY employee providing such direct services. The Hourly Rate Plus Benefits document attached hereto as Exhibit A and incorporated herein by reference is an example of the current Hourly Rate Plus Benefits amount. For purposes of this Agreement, the Hourly Rate Plus Benefits means the employee's hourly rate plus direct benefits paid or provided by CITY, inclusive of health and retirement benefits. CITY will track employee time and expenses when performing such defensible space inspections within DISTRICT'S jurisdiction. Rates will be subject to change in accordance with CITY publicly available pay schedule. B. For services on fuel reduction projects, DISTRICT shall pay CITY on a time and materials basis at the then current Hourly Rate Plus Benefits of each CITY employee providing such direct services. CITY will track employee time and expenses separately for each fuel reduction project. C. CITY will rebill DISTRICT for any costs incurred from third party vendors for work completed in DISTRICT provided DISTRICT has provided written notice to proceed with respect to such work in accordance with this Agreement. D. DISTRICT will make payment to CITY quarterly within 30 days after receipt of itemized invoices submitted by CITY. 6. TERM OF AGREEMENT. This Agreement shall be effective as of July 1, 2020 and shall continue in effect until such time as either party provides not less than 30 days' written notice of termination to the other party, or upon the effective date of the termination of the MWPA. 7. INSPECTION AND AUDIT. Upon reasonable notice, CITY shall make available to DISTRICT, or its agent, for inspection and audit, all documents and materials maintained by CITY in connection with its performance of its duties under this Agreement. 8. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the perfonrance 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. 3 9. INSURANCE. CITY is self-insured for general liability up to $750,000 and belongs to an excess insurance pool for additional coverage beyond that amount. CITY is self-insured for workers compensation insurance coverage up to $1,000,000 and has an excess liability policy for additional coverage. Upon request, CITY will provide DISTRICT with certificates evidencing such coverage. 10. INDEMNIFICATION. To the fullest extent allowed by law, DISTRICT shall defend, indemnify and hold harmless CITY, its officers, agents and employees, while acting within the course and scope of their employment under this Agreement, from any liability or damage, including but not limited to reasonable attorneys' fees, arising from any acts or omissions of DISTRICT, its officers, agents and employees, except such liability or damage caused by the gross negligence or willful misconduct of CITY. 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. To the fullest extent allowed by law, CITY shall defend, indemnify and hold harmless DISTRICT, its officers, agents and employees, while acting within the course and scope of their employment under this Agreement, from any liability or damage, including but not limited to reasonable attorneys' fees, arising from any acts or omissions of CITY, its officers, agents and employees, except such liability or damage caused by the gross negligence or willful misconduct of DISTRICT. 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. CITY and DISTRICT 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. CITY 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. CITY shall release, defend, indemnify and hold harmless DISTRICT, its officers, agents, employees, and volunteers from any and all damages, liabilities, penalties, fines, including reasonable attomeys' fees and costs, and all other consequences from any claims arising from or related to allegations of noncompliance or violation of any laws, ordinances, codes or regulations by CITY or any of its officers, agents and employees in connection with their performance of any work under this Agreement. 4 13. NO THIRD PARTY BENEFICIARIES. CITY and DISTRICT 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 parry. 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 Project Manager: TO DISTRICT Project Manager. Quinn Gardner, Emergency Manager 1375 Fifth Avenue San Rafael, CA 94901 Eric Dreikosen, District Manager 775 Miller Creek Road San Rafael, CA 94903 15. STATUS OF CITY EMPLOYEES UNCHANGED. DISTRICT and CITY expressly intend and agree that any services provided by CITY employees, agents, and volunteers pursuant to this Agreement are in the nature of contract services, and nothing in this Agreement shall be deemed to create an employment relationship between DISTRICT and CITY employees, agents, and volunteers. 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 DISTRICT 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 DISTRICT and the CITY. 5 17 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. 18. COSTS AND ATTORNEY'S FEES. In any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, each party shall bear its own attorney's fees and costs expended in connection with such action. 19. COUNTERPARTS AND ELECTRONIC SIGNATURE This 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 RAFAEL f Jim �"c utz, City Manager ATTEST: 0 mdsay Lara, City Clerk APPROVED AS TO FORM: ' Q Rober�—F Epstein, City ttomey 0 MARINWOOD COMMUNITY SERVICES DISTRICT Eric Dreikosen, District Manager ATTEST: Secretary to the Board of Directors APPROVED AS TO FORM: Brandon W. 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TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Fire Project Manager: Quinn Gardner Extension: 5336 Contractor Name: Marinwood County Services District Contractor's Contact: Eric Dreikosen Contact's Email: edreikosen@marinwood.org ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step J RESPONSIBLE DEPARTMENT 1 Project Manager 2 City Attorney 3 Department Director 4 Project Manager 6r 0 8 I DESCRIPTION a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) and attachments to City Attorney c/o Laraine.GittensPcitvofsanrafael.org c. Check with City Attorney re Insurance Requirements for extra small or large projects a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor COMPLETED REVIEWER DATE Check/Initial ❑ �T!!Cl, d t„tte ❑ 4/21/2021 LG 4/21/2021 LG (N/A) Approval of final agreement form to send to (_'lick or tap ❑ _ contractor to %:rlict' t Forward three (3) originals of final agreement to ❑ contractor for their signature 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 5/3/2021 Date of City Council approval PRINT CONTINUE ROUTING_ PROCESS WITH HARD COPY _ Project Manager Forward signed original agreements to City - J i Attorney with printed copy of this routing form City Attorney Review and approve hard copy of signed a ZQLi agreement City Attorney Review and approve insurance in PINS , and bonds (for Public Works Contracts) City Manager/ Mayor Agreement executed by City Council authorized rr r 0 City Clerk official Zb 2 Attest signatures, retains original agreement and Q �� forwards copies to Project Manager U `