Approved for use 2/15/20
2034384v3.doc City of MB Form
AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MANHATTAN BEACH AND MERCHANTS
LANDSCAPE SERVICES INC.
between the City of Manhattan Beach, a California municipal and Merchants Landscape Services Inc., a California corporation June 21, 2021
RECITALS
A. On April 2, 2019 the City and Consultant entered into an agreement for the Consultant to provide landscaping
B. The Parties now desire to amend the Agreement to increase the Maximum Compensation and extend the term.
promises, covenants, and conditions stated herein, the Parties hereby agree as follows:
Section 1. Section 2 of the Agreement is hereby revised to extend the term of the Agreement through June 30, 2023, unless sooner terminated as provided in Section 12 of the Agreement.
Section 2. Section 3.A of the Agreement is hereby revised to increase the Maximum Compensation amount by $10,000.00, for a new Maximum Compensation of $ 30,000.00.
Section 3. Except as specifically amended by this Amendment No. 1, all other provisions of the Agreement shall remain in full force and effect.
IN WITNESS THEREOF , the Parties hereto have executed this Amendment No. 1 on the day and year first shown above.
[SIGNATURE PAGE FOLLOWS]
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Approved for use 2/15/20
2034384v3.doc City of MB Form
The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Bruce Moe
Title: City Manager
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By:
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:
By:
Name: Steve S. Charelian
Title: Finance Director
APPROVED AS TO CONTENT:
By:
Name: Erick Lee
Title: Interim Public Works Director
Consultant:
Merchants Landscape Services Inc.,
a California corporation
By:
Name: Mark Brower
Title: President
AMENDMENT NO. 2 TO THE AGREEMENT BETWEEN THE CITY OF
MANHATTAN BEACH AND MERCHANTS LANDSCAPE SERVICES, INC.
This Second Amendment (“Amendment No. 2”) to that certain agreement by and between the City of Manhattan Beach, a California municipal corporation (“City”) and Merchants Landscape Services, Inc., a California corporation (“Contractor”) (collectively, the “Parties”) is hereby entered into as of July 1, 2020 (“Effective Date”).
RECITALS
A. On September 1, 2018, the City and Contractor entered into an agreement for the Contractor to provide landscape maintenance services (“Agreement”);
B. On July 1, 2019, the City and Contractor entered into Amendment No. 1 to the Original Agreement. The Original Agreement, as amended by Amendment No. 1 is referred to herein as the Agreement; C. The Parties now desire to amend the Agreement to include Exhibit A – Federal Emergency Management Agency (FEMA) Procurement Clauses Under Contract Provisions for Non-Federal Entity Contracts Under Federal Award under 2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II.
NOW, THEREFORE, in consideration of the Parties’ performance of the promises, covenants, and conditions stated herein, the Parties hereby agree as follows:
Section 1. The Exhibit entitled Federal Emergency Management Agency (FEMA) Procurement Clauses Under Contract Provisions for Non-Federal Entity Contracts Under Federal Award under 2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II, attached hereto, is hereby attached and incorporated into the Agreement as Exhibit A.
Section 1. Except as specifically amended by this Amendment No. 2, all other provisions of the Agreement shall remain in full force and effect.
IN WITNESS THEREOF,the Parties hereto have executed this Amendment No. 2 on the day and year first shown above.
[SIGNATURE PAGE FOLLOWS]
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The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Bruce Moe
Title: City Manager
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By:
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:
By:
Name: Steve S. Charelian
Title: Finance Director
APPROVED AS TO CONTENT:
By:
Name: Stephanie Katsouleas
Title: Public Works Director
Contractor:
Merchants Landscape Services, Inc.
a California corporation
By:
Name: Patrick D. Healy
Title: Regional Manager
Federal Emergency Management Agency (FEMA) Procurement Clauses Under Contract Provisions for Non-Federal Entity Contracts Under Federal Award under 2 C.F.R. § 200.326 and 2 C.F.R.
Part 200, Appendix II, the following clauses are applicable to the goods and/or services acquired by the City of Manhattan Beach.
Applicable to all Purchases below $10,000:
1) Suspension and Debarment - Contractor guarantees that it, its employees, contractors, subcontractors or agents (collectively “Contractor”) are not suspended, debarred, excluded, or ineligible for participation in Medicare, Medi-Cal or any other federal or state-funded health care program, or from receiving Federal funds as listed in the List of parties Excluded from Federal Procurement or Non-procurement Programs issued by the Federal General Services Administration. Contactor must within 30 calendar days advise the City if, during the term of this Agreement, Contractor becomes suspended, debarred, excluded or ineligible for participation in Medicate, Medi-Cal or any other federal or state-funded health care program, as defined by 42 U.S.C. 1320a-7b(f), or from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the Federal General Services Administration. Contractor will indemnify, defend and hold the City harmless for any loss or damage resulting from the conviction, debarment, exclusion or ineligibility of the Contractor. 2) Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended) - Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency. 3) Procurement of Recovered Materials –
(i) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired— • Competitively within a timeframe providing for compliance with the contract performance schedule; • Meeting contract performance requirements; or • At a reasonable price.
(ii) Information about this requirement, along with the list of EPA designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement- guideline-cpg-program.
(iii) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”
4) Access to Records –
(a) The Contractor agrees to provide the City of Manhattan Beach, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions.
(b) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.
(c) The Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. (d) In compliance with the Disaster Recovery Act of 2018, the City of Manhattan Beach and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. 5) Changes – Any change, modification, change order, or constructive change are allowable, to the contract by either party will be documented in writing and agreed to by both parties. 6) Department of Homeland Security (DHS) Seal, Logo, and Flags – Contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 7) Compliance with Federal Law, Regulations, and Executive Orders - This is an acknowledgement that FEMA financial assistance will be used to fund the contract only. The contractor will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. 8) No Obligation by Federal Government - The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract.
9) Program Fraud and False or Fraudulent Statements or Related Acts - The contractor acknowledges that 31 U.S.C.
Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor’s actions pertaining to this contract.
Additional Clause for Purchases over $10,000:
1) Termination - The performance of work under this contract may be terminated in whole or from time to time in part by the City of Manhattan Beach representative.
Additional Clause for Purchases over $150,000:
1) Clean Air Act - The contractor agrees to comply with all applicable standards, orders, or regulations issued in pursuant to the Clean Air Act (42 U.S.C. §§ 7401-7671q.) and the Federal Water Pollution Control Act as amended (33 U.S.C. §§ 1251-1387).
2) The contractor agrees to report each violation to the City of Manhattan Beach and understands and agrees that the City of Manhattan Beach will, in turn, report each violation as required to Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.
Approved for use 2/15/20
2034384v3.doc City of MB Form
AMENDMENT NO. 4 TO THE MAINTENANCE SERVICES AGREEMENT
BETWEEN THE CITY OF MANHATTAN BEACH AND MERCHANTS
LANDSCAPING SERVICES, INC.
This Fourth Amendment (“Amendment No. 4”) to that certain agreement by and between the City of Manhattan Beach, a California municipal corporation (“City”) and Merchants Landscape Services Inc., a California corporation (“Contractor” (collectively, the “Parties”) is hereby entered into as of May 17, 2021 (“Effective Date”).
RECITALS
A. On September 1, 2018, the City and Corporation entered into an agreement for maintenance services for the Corporation to provide landscape maintenance services (“Original Agreement”);
B. On July 1, 2019, July 1, 2020 and September 25, 2020 the Parties entered into Amendment No. 1, Amendment No. 2 and Amendment No. 3, respectively, to the Original Agreement. The Original Agreement, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, is referred to herein as the Agreement.
C. The Parties now desire to amend the Agreement to modify the Scope of Services.
NOW, THEREFORE, in consideration of the Parties’ performance of the promises, covenants, and conditions stated herein, the Parties hereby agree as follows:
Section 1. Per Section 7. A of the Agreement, the City wishes to utilize $25,388 of the annual contingency amount of $57,000 that is available for unforeseen services or emergencies. To date, the City has used $30,000 of the available $57,000 contingency funds. The services listed in Exhibit A[Merchants Proposals for May & June, 2021] are hereby added to the Scope of Work for the period ending June 30, 2021. The total compensation for FY 2020-2021 is hereby increased to $489,992.
IN WITNESS THEREOF,the Parties hereto have executed this Amendment No. 4 on the day and year first shown above.
[SIGNATURE PAGE FOLLOWS]
Approved for use 2/15/20
2034384v3.doc City of MB Form
The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Bruce Moe
Title: City Manager
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By:
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:
By:
Name: Steve S. Charelian
Title: Finance Director
APPROVED AS TO CONTENT:
By:
Name: Erick Lee
Title: Interim Public Works Director
Consultant:
Merchants Landscaping Service,
a California corporation
By:
Name: Patrick Healy
Title: Regional Manager
By:
Name: Mark Brower
Title: President
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EXHIBIT A
Proposals for May & June, 2021
Approved for use 2/15/20
2034384v3.doc City of MB Form
AMENDMENT NO. 5 TO THE MAINTENANCE SERVICES AGREEMENT
BETWEEN THE CITY OF MANHATTAN BEACH AND MERCHANTS
LANDSCAPING SERVICES, INC.
This Fifth Amendment (Amendment No. 5) to that certain agreement by and between the City of Manhattan Beach, a California municipal corporation (City) and Merchants Landscape Services Inc., a California corporation (Contractor).
Contractors license number is 765658; Contractors DIR registration number is 1000004920. (Corporation) (collectively, the Parties) is hereby entered into as of April 5, 2022 (Effective Date).
RECITALS
A. On September 1, 2018, the City and Corporation entered into an agreement for professional services for the Corporation to provide landscape maintenance services (Original Agreement);
B. On July 1, 2019, July 1, 2020, September 25, 2020 and May 17, 2021 the Parties entered into Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, respectively, to the Original Agreement. The Original Agreement, as amended by Amendment No. 1 and Amendment No. 2, Amendment No. 3 and Amendment No. 4 is referred to herein as the Agreement.
C. The Parties now desire to amend the Agreement. Significant landscaping services were reduced or suspended during the pandemic. This Amendment will increase Maximum Compensation with a one-time amount of $325,000 to restore and elevate parks and citywide landscaped areas to pre- COVID levels.
NOW, THEREFORE, in consideration of the Parties performance of the promises, covenants, and conditions stated herein, the Parties hereby agree as follows:
Section 1. Section 7.A of the Agreement is hereby revised to increase the compensation with a one-time additional amount of $325,000 to be expended and additional work performed by June 30, 2023.
Section 2. Except as specifically amended by this Amendment No. 5, all other provisions of the Agreement shall remain in full force and effect.
IN WITNESS THEREOF, the Parties hereto have executed this Amendment No. 5 on the day and year first shown above.
[SIGNATURE PAGE FOLLOWS]
-2-
Approved for use 2/15/20
2034384v3.doc City of MB Form
The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Bruce Moe
Title: City Manager
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By:
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:
By:
Name: Steve S. Charelian
Title: Finance Director
APPROVED AS TO CONTENT:
By:
Name: Erick Lee
Title: Public Works Director
Merchants Landscaping Service],
a California corporation
By: ____________________________
Name: Patrick Healy
Title: Regional Manager
By: ___________________________
Name: Mark Brower
Title: President