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HomeMy WebLinkAboutFD Vegetation ServicesAGREEMENT FOR VEGETATION SERVICES WITH FORSTER & KROEGER This Agreement is made and entered into this day of (JA —.20&;y and between the CITY OI, SAN RAFAEL (hereinafter "CITY"), and VORSTER & ICROEGER, a California Corporation (hereinafter "CONTRACTOR"). RE CITALS WHEREAS, the CITY has determined that vegetation services are required for the removal Of stumps along Smith Ranch Road, included in Exhibit "A" attached, which will remove all cut stumps in the selected area; and WHEREAS, the CONTRACTOR has agreed to render such services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION, A. CITY'S Project Manager, Quinn Gardener is hereby designated the PROJECT MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR, Raul Garcia is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as follows: As requested by the PROJECT MANAGER, CONTRACTOR stump removal in the list ol'work locations marked as Exhibit "A," attached hereto, and incorporated herein. DUTIES OF CITY. CITY shall compensate CONTRACTOR as provided in Paragraph 4, and shall perform the duties as described in CONTRACTOR'S proposal dated 02/17/2022 marked as Exhibit "A" attached hereto and incorporated herein. COMPENSATION: For the fill I performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR on a lump sum basis as set forth in Exhibit "A" attached, in a total contract amount not to exceed $2,700.00. 5. TERM OF AGRF,F,NIENT. The term of this Agreement shall be for 3 months commencing on 03/14/2022 and ending on 06/14/2022. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personal ly delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to' the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination, Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D, ' Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. INSPECTION AND AUDIT, Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 9, INSURANCE, A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If it employs any person, CONTRACTOR shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONTRACTOR's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A ofthis section above shall also meet the following requirements: 1. Except for worker's compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) underthe policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be "primaiy and noncontributory" with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 01 04 13, 3. Except for worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4, By execution of this Agreement, CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer, S. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement, 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the CONTRACTOR under this agreement. C. Deductibles and SIR'S. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CON'T'RACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 10. INDEMNIFICATION,. A_ CONTRACTOR shall, to the fullest extent permitted by law, indemnity, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is Caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims, 13. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 11. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 12. COMPLIANCE WITH ALI, LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, lines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 13. LABOR CODE, COMPLIANCE. Unless the compensation payable under this Agreement. ("Contract Price") is $1,000 or less, the Agreement is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, beginning at section 1720, and the related regulations, including but not limited to requirements pertaining to wages, working hours and workers' compensation insurance. CONTRACTOR must also post all job site notices required by laws or regulations pursuant to Labor Code section 1771.4. 13.1 Prevailing Wages. Each worker performing Work under this Agreement that is covered under Labor Code section 1720 or 1720.9, must be paid at a rate not less than the prevailing wage as defined in sections 1771 and 1774 of the Labor Code. The prevailing wage rates are on file with the City Engineer's office and are available online at http://www.dir.ca.gov/DLSR. Pursuant to Labor Code section 1775, CONTRACTOR and any subcontractor will forfeit to CITY as a penalty up to $200 for each calendar day, or portion of a day, for each worker paid less than the applicable prevailing wage rate, in addition to paying each worker the difference between the applicable wage rate and the amount actually paid 13.2 Working Day, Pursuant to Labor Code section 1810, eight hours of labor consists of a legal day's work. Pursuant to Labor Code section 1813, CONTRACTOR will f.'orfeit to CITY as a penalty the sum of $25 for each day during which a worker employed by CON "PRACI'OR or any subcontractor is required or permitted to work more than eight hours during any one calendar day, or more than 40 hours per calendar week, unless such workers are paid overtime wages under Labor Code section 1815. All work must be carried out during regular CITY working days and hours unless otherwise specified in Exhibit A or authorized in writing by CITY. 13.3 Payroll Records. CONTRACTOR and its subcontractors must maintain certified payroll records in compliance with Labor Code sections 1776 and 1812, and all implementing regulations promulgates[ by the Department of industrial Relations ("DIR"). For each payroll record, CONTRACTOR and its subcontractors must certify under penalty of perjury that the information in the record is true and correct, and that it has complied with the requirements of Labor Code sections 1771, 1811, and 1815. Unless the Contract Price is under $25,000, CONTRACTOR must electronically submit certified payroll records to the Labor Commissioner as required under California law and regulations. 13.4 Apprentices. if the Contract Price is $30,000 or more, CONTRACTOR must comply with the apprenticeship requirements in Labor Code section 1777.5. 13.5 DIR Monitoring, Enforcement, and Registration. This Project is subject to compliance monitoring and enforcement by the DIR pursuant to Labor Code section 1725.5, and, subject to the exception set forth below, CONTRACTOR and any subcontractors must be registered with the DIR to perform public works projects. The registration requirements of Labor Code section 1725.5 do not apply if the Contract Price is for under $25,000. 14. NO THIRD PARTY RFNEFIC1AiZ F"S. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one parry, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other con-ununications required orpermitted to be given underthis Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall he deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: Quinn Gardener City of San Rafael 1375 Fifth Avenue San Rafael, CA 94901 TO CONTRACTOR's Project Director: Raul Garcia 77 Larkspur Street San Rafael, CA 94901 lG, INDEPF.N!]E;N,11CONTRAM'OIt. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE A(JREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 1.9. WAIVERS. The waiver by either part-/ of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of anyterrn, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S LEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHERTAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. C1TV shall not be required to pay for any work performed under this Agreement, until CONTRACTORhas provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective successors and assigrns. 23. APPLICABLE LAW, The laws of the State of California shall govern this Agreement 24. COUNTERPARTS AND ELECTRONIC SIGNATURE. ']'his Agreement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAF AEL _ ._ 4 kIt- DARIN WHITE, Fire Chief ATTEST: II /IV-/. '�� � - LINDSAY LARA, City Clerk APPROVED AS TO FORM: U" LA - ROBERT F. EPSTEIN, Cit Attorney By:__v .�.(! �r4 Name:_ ,.�k�I Title: L> r -'S �) i [If CONTRACTOR is a corporatiori, add signature of second corporate officer] By: O?� j 9 . Name: L t^ �- h Tillu: / Tv'e.%:u,'e& Forster & Kroeger Landscape Maintenance, Inc. 77 Larkspur Street, San Rafael CA 94901 415-456-6684 phone Proposal Date:2/17/22 Site: Smith Ranch Rd. Submitted To: Contact: Calvin Shrader Company: San Rafael Fire Department Phone: (415) 485-3457 Email: Calvin.Shrader cityofsanrafiiel nrg Description of Work: Stump grinding. Location of Work: Smith Ranch Rd. Submitted By: Contact: Raul Garcia Company: Forster & Kroeger Phone: (415) 456-6684 Email: rauiPforster-kroeizer.com Scope of Work: We will provide a crew to grind the stumps on the medians along Smith Ranch Rd. Additional Comments: Price includes all labor and equipment. Client Authorization to Proceed: a Signature (Please email back signed copy to indicate approval) Total: $2,700.00 Date Exhibit A RAP. F,q C til a1 a r�r -- . Is h �VITH P . CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Fire Project Manager: Calvin Schrader Extension: 3457 Contractor Name: Forster & Kroeger Contractor's Contact: Raul Garcia Contact's Email: raul@forster-kroeger.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 _ Project Manager a. Email PINS Introductory Notice to Contractor Click here to r enter a date. b. Email contract (in Word) and attachments to City 3/1/2022 Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 3/2/2022 ® LG and return to Project Manager 3/2/2022 ® LG b. Confirm insurance requirements, create Job on _ PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to ❑ 4 contractor 4 — Project Manager Forward three (3) originals of final agreement to — . lore to contractor for their signature FSC I it r a Rate 5 Project Manager When necessary, contractor -signed agreement ® N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date, PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 3/9/2021 CS Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement 2 8 City Attorney Review and approve insurance in PINS , and bonds 2//O J/ /2VZ2 (for Public Works Contracts) 9 Agreement executed by City Council authorized Wy' official 10 Attest signatures, retains original agreement and forwards copies to Project Manager