HomeMy WebLinkAboutFD 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
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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.
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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.
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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.
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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
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MARINWOOD COMMUNITY SERVICES
DISTRICT
Eric Dreikosen, District Manager
ATTEST:
Secretary to the Board of Directors
APPROVED AS TO FORM:
Brandon W. Halter, District Counsel
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CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: Fire
Project Manager: 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
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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
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0 City Clerk
official Zb 2
Attest signatures, retains original agreement and Q ��
forwards copies to Project Manager U `