A2273.SR.JD
C
ITY OF SIMI VALLEY
MEMORANDUM
A
ugust 8, 2022
TO: City Council
F
ROM: Department of Public Works
S
UBJECT: REINSTATEMENT AND SECOND AMENDMENT TO CONTRACT
BETWEEN THE CITY OF SIMI VALLEY AND STAY GREEN INC., FOR LANDSCAPE DISTRICT NO. 1 MAINTENANCE SERVICES,
CONTRACT D, SPECIFICATION NO. SV 18-19
STAFF RECOMMENDATION
I
t is recommended that the City Council approve the attached reinstatement and second amendment to the contract (page 4) with Stay Green, Inc., for the Simi Valley Landscape District No. 1 Maintenance Services, Contract D, Specification No. SV 18-19, extending the term and increasing the not-to-exceed amount by $321,973.52 for a one-year period ending April 30, 2023.
BACKGROUND AND OVERVIEW
O
n December 19, 2018, the Public Works Department solicited bids for Simi Valley Landscape Maintenance District Tree Maintenance Services, Contract D, and Specification No. SV 18-19. In May 2019, a contract was awarded to Stay Green Inc.
The City’s contract with Stay Green, Inc. provided the City with an option to extend the contract for three (3) additional one (1) year terms. In May 2021, the City exercised its option to extend the contract with Stay Green Inc. , for an additional one (1) year term, which expired on April 30, 2022.
S
taff is requesting that the City Council approve the attached reinstatement and second amendment to the contract , so that Stay Green, Inc., can continue providing services to the City. Stay Green, Inc. had changes in staff which delayed the processing of the renewal of the contract extension. Staff desires to extend the term retroactively effective to May 1, 2022 through April 30, 2023. In addition, as of May 1, 2022, unit prices contractually increase by the CPI rate of 7.5% for Schedule I work.
FINDINGS AND ALTERNATIVES
This
contract, specifically for tree maintenance services, includes routine maintenance, as identified in Schedule I in the amount of $301,973.52 and extra work that would be completed under Schedule II up to $20,000. Schedule II represents potential additional AGENDA ITEM NO.
Consent (6)
A2273.SR.JD
work for site upgrades and repairs, repair work due to traffic collisions or wind damage, or other such work not included in Schedule I. The amount provided for in Schedule II reflects estimated costs based on previous expenditures, and actual expenditures may vary, but will stay within the budgetary limits.
Th
e cost breakdown for Contract D is as follows:
Th
e following alternatives are available for the City Council’s consideration:
1. Reinstate and amend the contract with Stay Green, Inc., for the Simi Valley Landscape District No. 1 Maintenance Services, Contrac t D, Specification No. SV 18-1 9, increasing compensation by $3 21,973.52 and extending its term for a one-year period ending April 30, 2023;
2. Do not award the contract amendment and provide s taff with further direction.
St
aff recommends Alternative No. 1.
SUGGESTED CITY COUNCIL MOTION
I m
ove to a pprove the reinstatement and second amendment to the contract with Stay Green, Inc., effective retroactively to May 1, 2022 through April 30, 2023 and increase the compensation in the not-to-exceed amount of $321,973.52 for landscape maintenance services.
SUMMARY
Th
e City’s Landscape Maintenance Contract with Stay Green (Contract D, Specification No. SV 18-19) expired on April 30 , 2022. Staff recommends that the City Council approve the attached reinstatement and contract amendment extending the contract for one additional year for an amount not-to-exceed $321,973.52. This amount includes a CPI increase in unit prices of 7.5% for Schedule I work.
Ronal d K. Fuchiwaki
Public Works Director
Pr
epared by: Lisett Bautista, Budget and Administration Manager Schedule I Schedule II
Monthly Cost $25,164.46 As Needed
12 Months Total $301,973.52 Up to $20,000
Total Contract Amount $321,973.52
2 A2273.SR.JD
INDEX Page
S
econd Contract Amendment .......................................................... 4 Attachment A – Original Contract ..................................................... 7 Attachment B – First Contract Amendment .................................... 15 3 A2273.CON.JD Spec. No. SV 18-19
REINSTATEMENT AND SECOND AMENDMENT TO
CONTRACT BETWEEN THE CITY OF SIMI VALLEY AND
STAY GREEN , INC. FOR SIMI VALLEY LANDSCAPE
DISTRICT NO. 1, MAINTENANCE SERVICES, CONTRACT
“D”, SPECIFICATION NO. SV 18-19
THIS REINSTATEMENT AND SECOND AMENDMENT TO CONTRACT is
made and entered into in the City of Simi Valley on this 8 th day of August 2022, retroactively effective to May 1, 2022, (“Effective Date”), by and between, the CITY OF SIMI VALLEY, a municipal corporation, hereinafter referred to as CITY, and STAY GREEN, INC. , hereinafter referred to as CONTRACTOR , each a “Party”, collectively “Parties”.
I. Recitals
A. The Parties entered into a written contract ( "CONTRACT") executed on May 13, 2019, for the performance of the Sim i Valley Landscape District No. 1 Maintenance Services, Contract “D”, Specification No. SV 18-19. Thereafter, the Parties entered into a First Amendment to the CONTRACT ( “First Amendment”), executed by the Parties on May 3, 2021. Both the CONTRACT and its First Amendment are incorporated herein by reference.
B. The CONTRACT expired on April 30, 2022 and the Parties now desire to reinstate said CONTRACT retroactively effective to May 1, 2022, extend its term for one year from May 1, 2022 through April 30, 2023, and increase the not to exceed amount of the CONTRACT as set forth below.
NOW, THEREFORE, in consideration of their mutual promises, obligations , and covenants hereinafter contained, the parties hereto agree as follows:
II. Amendment
1. The CONTRACT is hereby reinstated in its entirety and retroactively applied as of the Effective Date, except as amended herein below.
2. Section 2. Term
, is being amended to as follows:
In accordance with this Section 2, the term of this CONTRACT shall be extended for one (1) year from May 1, 2022 , through April 30, 2023, (“Extended Term”).
Services provided by CONTRACTOR between May 1, 2022 and the execution of this Second Amendment to the CONTRACT are hereby ratified and may be paid by the City.”
3. Section 5. Obligations of the CONTRACTOR
, i s being amended to add
Subsection D and shall read as follows:
“D. Not to Exceed Amount for Extended Term. In no event shall the total amount paid for the (1) year term extension, exceed the amount of $301,973.52 for schedule I work and $20,000 for Schedule II work for a combined total of $321,973.52 unless otherwise agreed to by the parties in writing.
4 A2273.CON.JD Spec. No. SV 18-19
The CONTRACTOR shall keep a tally of the cost for the work ordered by the CITY.
The CONTRACTOR shall not accept work orders from the CITY if the cost for the work will exceed the amount indicated above unless otherwise agreed to by the parties in writing.
i. The Parties agree that unit prices applicable to the Extended Term shall be increased by 7.5% from those unit prices of the Initial Term, in accordance with the Consumer Price Index (CPI) rate for the Los Angeles-Long Beach-Anaheim, CA area for the previous 12- month period ending in January for Schedule I work.”
4. Mailing Address
. The mailing address of each party to this CONTRACT
AMENDMENT is as follows:
CITY Ronald K. Fuchiwaki, Director
Department of Public Works
City of Simi Valley
2929 Tapo Canyon Road
Simi Valley, CA 93063
Staff Contact: Michael Sandoval
Maintenance Superintendent
(805) 583-6437
5 A2273.CON.JD Spec. No. SV 18-19
CONTRACTOR Stay Green, Inc.
26415 Summit Circle
Valencia, CA 91350
Staff Contact: Steve Seely
(661) 510-9536
5. Except as herein amended, all other terms and conditions of the CONTRACT shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be the day and year first above written.
Attest: City of Simi Valley, a Municipal Corporation
By:
Lucy Blanco, City Clerk Keith L. Mashburn, Mayor of the City of Simi Valley, California
Approved as to Form: Stay Green, Inc.
By:
David L. Caceres, City Attorney
Print Name:
Approved as to Content: Title:
By:
Brian Paul Gabler, City Manager
Print Name:
Title:
Carolyn Johnson,
Administrative Services Director
Ronald K. Fuchiwaki
Public Works Director
6 CONTRACT BETWEEN THE CITY OF SIMI VALLEY AND
STAY GREEN, INC., FOR SIMI VALLEY LANDSCAPE
DISTRICT NO. 1 TREE MAINTENANCE SERVICES,
CONTRACT "D"
THIS CONTRACT is made and entered into in the City of Simi Valley on this 13th day of May 2019, by and between the CITY OF SIMI VALLEY , a municipal corporation , hereinafter referred to as CITY, and STAY GREEN, INC., (a California Corporation) , hereinafter referred to as CONTRACTOR.
RECITALS
WHEREAS , on December 19, 2018, CITY invited bids for the Simi Valley Landscape District No. 1 Tree Maintenance Services Contract "D" per Specification No.
SV18-19 ; and
WHEREAS, pursuant to said invitation, CONTRACTOR submitted a Proposal which was accepted by CITY for said project.
AGREEMENT
NOW, THEREFORE , in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows:
1. Recitals . The foregoing recitals are true and correct and are a part of this CONTRACT.
2. Term. The term of this CONTRACT shall be from the date this CONTRACT is made and entered, as first written above, until the 30th day of April 2021. This CONTRACT may be extended for a maximum of three (3) additional one year terms upon mutual written consent of the parties. The CITY shall notify CONTRACTOR of its intent to exercise said option by advising CONTRACTOR in writing on or before forty-five (45) days prior to CONTRACT expiration date.
CONTRACTOR shall notify the CITY of its intent to exercise said option by advising the CITY in writing on or before thirty (30) days prior to CONTRACT expiration date. Unit prices may be adjusted in accordance with the percentage change in the Consumer Price Index (CPI) for the Los Angeles, Long Beach, and Anaheim , California area for the previous 12-month period (January to January), subject to reasonable negotiation and execution of the renewal and/or unit price adjustments by the City Manager on behalf of the CITY.
3. Incorporation By Reference. California Public Contract CodeSection 22300, Specification No. SV 18-19, consisting of 201 pages and all documents incorporated by reference therein, and the CONTRACTOR'S Bid consisting of the CONTRACTOR 'S Proposal Statement, Proposed Schedule of Work and Prices, and Bidder's Statement of Subcontractors and Material Fabricators , are hereby incorporated by reference and made a part of this CONTRACT.
ATTACHMENT A
7 4. Precedence of CONTRACT Documents. If there is a conflict between or among CONTRACT documents , the document highest in precedence shall control. The precedence shall be:
First:
Second:
This Document consisting of 8 pages excluding paragraph 3 Permits from other agencies as may be required by law
Special Provisions Third :
Fourth: Bid Terms and Conditions
Detailed Plans Fifth:
Sixth: Standard Plans
Seventh : Standard Specificat ions Modificat ions
Eighth: "Standard Specifications for Public Works Construct ion" (SSPWC) Reference Specifications Ninth:
Tenth : CONTRACTOR'S Proposal
Change orders , supplemental agreements, and approved revisions to plans and specifications become a part of item First.
5. Obligations of the CITY.
A. The CITY shall be obligated to pay CONTRACTOR based
upon the actual City-authorized quantities in place and the unit and/or lump sum prices bid by CONTRACTOR , including but not limited to all labor, material and equipment , rather than the CONTRACT bid price.
B. CITY shall make regular progress payments to the
CONTRACTOR within 30 days after mutual concurrence with the unit quantities and/or lump sum items of work performed , subject to applicable retention requirements. In no event shall the total amount paid exceed the CONTRACT bid price of $626,821 unless otherwise agreed to by the parties in writing.
C. Upon receipt of an invoice for work performed to CITY'S satisfaction, CITY shall make progress payments within thirty (30) days of receipt of invoice. If the work is not performed satisfactorily or the invoice is defect ive, CITY shall notify CONTRACTOR , in writing, of the reasons within seven (7) days of receipt of invoice. The intent of this Section is to comply with Public Contract Code Section 20104 .50.
6. Obligations of the CONTRACTOR.
A. CONTRACTOR shall perform as required by this
CONTRACT. CONTRACTOR agrees to perform the services more specifically set forth in the "Scope of Work" attached hereto and incorporated herein as Exhibit "A" and as further described in the incorporated documents . CONTRACTOR also warrants on behalf of itself and all subcontractors engaged for the performance of this CONTRACT that only persons authorized to work in the United States pursuant to the Immigration G:\PW\Admin \PURCH\Lscape & Tree Maint\Lscape Maint\Contract D\SV 18-19\Awa rd 2 8
Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.
B. CONTRACTOR shall obey all Federal , State, local, and special district laws, ordinances, and regulations.
C. CONTRACTOR shall abide by the CITY'S Business Tax
Ordinance, of which proof of payment must be obtained prior to performance of this CONTRACT. CONTRACTOR shall maintain a valid Business Tax Certificate for the term of the CONTRACT.
D. Prevailing wage: In addition to any applicable federal requirements, the CONTRACTOR shall comply with all applicable California laws related to prevailing wage, including but not limited to California Labor Code 1720 et seq. and all other California prevailing wage laws and regulations, and all requirements, regulations or decisions of the California Department of Industrial Relations related thereto . CONTRACTOR further stipulates to follow all requirements and pay any penalties due, if any, under Section 1813 of the California Labor Code. The CONTRACTOR shall post the prevailing rate per diem wages at each job site. Further CONTRACTOR shall indemnify, defend, and hold CITY harmless from any claim that prevailing wages should have been paid pursuant to this CONTRACT, including federal prevailing wage requirements under the Davis-Bacon Act, if applicable and shall be liable for the payment of same and any penalties thereon. CONTRACTOR is responsible for paying all legally required prevailing wages, and in the case of a difference between state and Federal law, the highest legally required rate.
CONTRACTOR and all subcontractors must be registered
and remain registered with DIR (Department of Industrial Relations) through the term of the CONTRACT in accordance with the California Labor Code ("Labor Code"), in particular Labor Code Section 1771.1, and any successor or replacement provision thereto, unless a small project exemption applies ($25,000 for public works or $15,000 for maintenance) . CONTRACTOR further agrees that it will follow all requirements and obligations set forth in Labor Code Section 1776.
7. Audit.
A. At any time during normal business hours and as often as the CITY may deem necessary, CONTRACTOR shall make available to CITY for inspection its records pertaining to this CONTRACT. CONTRACTOR shall permit CITY to audit, examine and/or reproduce such records. CONTRACTOR will retain such financial records , time sheets, work progress reports, invoices , bills and project records for at least (2) years after termination or final payment under this CONTRACT. This paragraph shall survive for two (2) years after termination of this CONTRACT.
B. CITY shall have the option of inspecting and/or auditing all records and other written materials used by CONTRACTOR in preparing its statements to CITY as a condition precedent to any payment to CONTRACTOR .
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8. Hold Harmless and Indemnification . CONTRACTOR shall defend, indemnify, and hold harmless CITY, its agents , officials, officers, representatives, and employees, from and against all claims , lawsuits, liabilities or damages of whatever nature arising out of or in connection with, or relating in any manner to any act or omission of CONTRACTOR , i ts agents, employees, and subcontractors, and employees thereof, pursuant to the performance or non-performance of this CONTRACT. The CONTRACTOR shall thoroughly investigate any and all claims and indemnify the CITY and do whatever is necessary to protect the CITY, its agents, officials, officers , representatives, and employees as to any such claims, lawsuits, liabilities, expenses , or damages arising out of this CONTRACT. The CITY shall be included as an Additional Insured in the automobile/liability insurance policies and endorsements of the CONTRACTOR. The CONTRACTOR must select an attorney acceptable to the CITY who will defend such proceeding and the CITY will control any litigation thereof. Such approval by the CITY will not be unreasonably withheld . This paragraph shall survive the termination of the CONTRACT.
9. Amendments . Any amendment , modification , or variation from the terms of this CONTRACT shall be in writing and shall be effective only upon mutual written approval by the Director of Public Works and CONTRACTOR .
10. Anti-Discrimination . In the performance of the terms of this CONTRACT, CONTRACTOR shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation , national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section 1735 .
11 . Termination. If, during the term of this CONTRACT , CITY determines that CONTRACTOR is not faithfully abiding by any term or condition contained herein, CITY may notify CONTRACTOR in writing of such defect or failure to perform. The notice must give to the CONTRACTOR a ten (10) day period of time thereafter in which to perform said work or cure the deficiency . If CONTRACTOR has not performed the work or cured said deficiency within the ten (10) days specified in the notice, such failure shall constitute a breach of this CONTRACT , and CITY may terminate this CONTRACT immediately by written notice to CONTRACTOR to said effect. Thereafter , neither party shall have any further duties , obligations, responsibilities , or rights under this CONTRACT except, however, any and all obligations of CONTRACTOR'S surety shall remain in full force and effect and shall not be extinguished, reduced , or in any manner waived by the termination hereof. In said event, CONTRACTOR shall be entitled to the reasonable value of its services performed from the beginning of the period in which the breach occurs up to the day it received CITY'S Notice of Termination , minus any damages , including liquidated damages if so provided herein, occasioned by such breach. CITY reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the CITY'S sole discretion , so as to permit a full and complete G:\PW\Adm in\PURCH\Lscape & Tree Maint\Lscape Maint\Contract D\SV 18-1 9\Award 4 10
accounting of costs. In no event, however, shall CONTRACTOR be entitled to receive in excess of the compensation quoted in its bid.
12. Insurance. CONTRACTOR shall, prior to commencing
performance hereunder, submit proof of all insurance coverage as required by the Specification or other document incorporated in and made a part of this CONTRACT.
13. Complete CONTRACT . This CONTRACT shall constitute the complete CONTRACT between the parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding , or representation be binding upon the parties hereto.
14. Independent Contractor . It is expressly understood between the parties to this CONTRACT that no employee/employer relationship is intended; CONTRACTOR is an independent contractor.
15. Time of Performance . Time is of the essence in this CONTRACT.
16. Liquidated Damages . Should the CONTRACTOR fail to complete the project, or any part thereof, in the time agreed upon in the CONTRACT or within such extra time as may have been allowed for delays or extensions granted as provided in the CONTRACT , the CONTRACTOR shall reimburse the CITY for the additional expense and damage for each calendar day that the CONTRACT remains uncompleted after the CONTRACT completion date. It is agreed that the amount of such additional expense and damage incurred by reason of failure to complete the CONTRACT is the per diem rate $500 per calendar day. Such amounts are hereby agreed upon as liquidated damages for the loss to the CITY resulting from the failure of the CONTRACTOR to complete the project within the allotted time and to the value of the operation of the works dependent thereon.
It is expressly understood and agreed that this amount is a reasonable amount and is established in lieu of damages which are incapable of calculation at the inception hereof; and this amount is not to be considered in the nature of a penalty. The CITY shall have the right to deduct such damages from any amount due, or that may become due to the CONTRACTOR , or the amount of such damages shall be due and collectible from the CONTRACTOR or the CONTRACTOR 'S Surety.
Progress payments made after the scheduled completion date shall not constitute a waiver of liquidated damages.
17. Conflict of Interest. Neither CONTRACTOR nor any employees, agents, or subcontractors of CONTRACTOR who will be assigned to this project, to the best of CONTRACTOR'S knowledge, own any property or interest in properties, business relationships , or sources of income which may be affected by the performance of this CONTRACT. Should one party hereto learn of any such interest, income source, G:\PW\Admin\PURCH\Lscape & Tree Maint\Lsc ape Maint\Contract O\SV 18-19\Award 5 11
or business relationship, such fact shall immediately be brought to the attention of the other party hereto . If the parties thereupon cannot mutually agree upon a means to eliminate the conflict , CITY may terminate the CONTRACT immediately for non performance pursuant to Section 11 herein .
18. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however , that no party hereto shall assign any of the benefits and burdens hereunder , whether voluntarily or by operation of law, without the prior written consent of the other party , and any such assignment without said consent shall be void.
19. Authority to Execute Contract. Both CITY and CONTRACTOR do covenant that each individual executing this CONTRACT on behalf of each party is a person duly authorized and empowered to execute contracts for such party.
20. Jurisdiction and Venue. Jurisdiction is in an appropriate court in the State of California and venue lies in Ventura County , and the parties do not consent to arbitration . In the event of any dispute , each party shall bear its own fees and costs (including attorneys ' fees) . This CONTRACT shall be governed by California law, without regard to conflict of law principles .
21 . Non-Appropriation of Funds. Payments due and payable to CONTRACTOR for current goods and/or services are within the current budget and within an available , unexhausted and unencumbered appropriation of CITY. In the event CITY has not appropriated sufficient funds for payment of goods and/or services beyond the current fiscal year , this CONTRACT shall cover only those costs incurred up to the conclusion of the current fiscal year.
22. Notices . All written notices required by, or related to this CONTRACT shall be sent by Certified Mail, Return Receipt Requested , postage prepaid and addressed as listed below. Neither party to this CONTRACT shall refuse to accept such mail; the parties to this CONTRACT shall promptly inform the other party of any change of address . All notices required by this CONTRACT are effective on the day of receipt , unless otherwise indicated herein. The mailing address of each party to this CONTRACT is as follows :
CITY Ronald K. Fuchiwaki/Director
Department of Public Works
2929 Tapo Canyon Road
Simi Valley, CA 93063
Staff Contact: Emilio Blanco
(805) 583-6437
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CONTRACTOR Stay Green , Inc.
26415 Summit Circle
Valencia , CA. 91350
Staff Contact: Grant Clack , Operations Manager
(661) 212-0731
IN WITNESS WHEREOF , the parties hereto have caused this instrument to be executed the day and year first above written .
Attest:
Approved as to Form:
Lonni ~ ey
J~~-ng __ _
Deputy Administrative Services Director
(Support Services)
Ron Id K. Fuchiwaki
Publ c Works Director
City of Simi Valley, A Municipal Corp
By:
Keith L. Mashburn ,
of Simi Valley , C ·
Stay Green, Inc.
By ~
Print Name : J\&w ~\\
Title: ~'J,Ot'lV\ ~ wit:'.
By ~~
Print Name: /M MJ) A (f.: VVA. V&nc.e..
Title : ~:M { /"2 'Y
G:\PW\Admin\ PURCH\Lscape & Tree Maint\Lscape Maint\Contract D\SV 18-19\Award 7 13
EXHIBIT "A"
SCOPE OF WORK
CONTRACT BETWEEN THE CITY OF SIMI VALLEY AND
STAY GREEN, INC., FOR SIMI VALLEY LANDSCAPE
DISTRICT NO. 1 TREE MAINTENANCE SERVICES
CONTRACT "D"
Schedule I: The Complete Tree Maintenance Care (Trimming, Removal. Replacement, Stump Grinding. Emergency Work and Pest Control), for the Simi Valley Landscape District No. 1 (LMD) Tree Maintenance Services Contract (A total of approximately 8,532 LMD trees, 15 feet in height and above located in the public rights-of-way, including certain landscape easements in areas throughout the City.): Tree pruning, tree removal, tree emergency response, pest and disease control and work as designated in the specifications .
Schedule II: Unit Prices for Additional/Potential Site Upgrade Work and Change Orders for Contract: to establish unit prices for site upgrades work, repair work due to traffic collisions , or other such work not included in Schedule I, in accordance with the specifications.
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ATTACHMENT B
15 16