A2477.SR.MG
C
ITY OF SIMI VALLEY
MEMORANDUM
A
ugust 19, 2024
TO
: City Council
Board of Directors, Ventura County Waterworks District No. 8 F
ROM: Department of Public Works
S
UBJECT: AUTHORIZATION TO WAIVE THE BIDDING PROCESS PURSUANT TO
THE SIMI VALLEY MUNICIPAL CODE, AND AWARD OF CONTRACT TO
THE TORO COMPANY, FOR ICENTRAL SMART IRRIGATION
CONTROLLER WIRELESS COMMUNICATION AND AUTHORIZE THE
CITY/DISTRICT MANAGER TO APPROVE ANY SUBSEQUENT
CONTRACT AMENDMENTS
STAFF RECOMMENDATION
1. W
aive the bidding process in accordance with Simi Valley Municipal Code (SVMC) section 2-9.201(e); and,
2. Aw
ard the attached contract ( page 4) to The Toro Company in the not -to-exceed amount of $52,228.80 for the period of two (2) years retroactively effective beginning July 1, 2024, through June 30, 2026, for the monthly service of the Rain Master iCentral Smart Irrigation Controller Wireless Communication; and,
3. A
uthorize the City/District Manager to approve any subsequent contract amendments to incorporate future budgeted funds into the contract amount, and to extend the contract by up to three (3) additional one-year terms in accordance with the contract terms.
BACKGROUND AND OVERVIEW
T
he City/District uses The Toro Company (formally Rain Master Irrigation Systems), which was designated a sole -source vendor on June 20, 2022 , for Rain Master iCentral Smart Irrigation Controller Wireless Communication (iCentral). iCentral is required for the operation and communication with the Rain Master Smart Irrigation Controllers, which can only be purchased through The Toro Company. Since 2006, the City/District has been utilizing Rain Master Smart Irrigation Controllers with a total of 156 installed throughout the entire City/District. These devices are formatted to distribute proprietary data via the internet and wireless cellular networks, through iCentral. The smart device controllers accept, process, and make daily adjustments from the field or website to the controller programs based on the Evapotranspiration (ET) data received. From 2021 to the present, the AGENDA ITEM NO.
Consent (9)
A2477.SR.MG
City/District has purchased a total of $58,838.74 in iCentral services. Public Works is requesting the City Council/Board of Directors waive the bidding process for purchases exceeding $45,000 over the life of the contract , and approve a contract with The Toro Company.
FINDINGS AND ALTERNATIVES
The Toro Company owns Rain Master Smart Irrigation Controllers, which are formatted to distribute proprietary data via a web- based and wireless cellular network service and can only be purchased through The Toro Company. City staff has researched other irrigation controller distributors and found that all web-based controllers run on proprietary data based on ET algorithms. Since Ventura County Waterworks District No. 8 only uses the Rain Master Controllers, 156 units Citywide, staff is requesting that the bidding process be waived in accordance with Simi Valley Municipal Code (SVMC) section 2-
9.201(e) as The Toro Company is the sole manufacturer and distributor of the Rain Master iCentral Smart Irrigation Controller Wireless Communication.
As such, staff recommends continuing to use The Toro Company as the provider of iCentral, which operates the 156 Rain Master Smart Irrigation Controllers for the next two years, with the option to extend the agreement for three ( 3) additional one-year terms.
Sufficient funds are available in the Landscape and Water Works District #8 budgets for FY 24-25, and similar amounts will be requested for FY25-26.
The following al ternatives are available to the City C ouncil/District B oard of Directors:
1. Wa
ive the bidding process in accordance with Simi Valley Municipal Code (SVMC) section 2-9.201(e); and,
2. Aut
horize the attached contract (page 4) to The Toro Company in the not-to-exceed amount of $52,228.80 for the period of two (2) years and retroactively effective beginning July 1, 2024, through June 30, 2026, for the monthly service of iCentral Smart Irrigation Controller Wireless Communication; and,
3. Aut
horize the City/District Manager to approve any subsequent contract amendments to incorporate future budgeted funds into the contract amount, and to extend the contract by up to three (3) additional one-year terms in accordance with the contract terms.
4. D
o not award a contract at this time and provide staff with further direction.
Sta
ff recommends Alternatives No. 1, 2, and 3.
2 A2477.SR.MG
SUGGESTED CITY COUNCIL MOTION
I
move to waive the bidding requirements pursuant to the SVMC section 2-9.201(e) as The Toro Company is the sole manufacturer and distributor of the Rain M aster iCentral Smart Irrigation Controller Wireless Communication and award a contract with The Toro Company for the monthly iCentral Smart Irrigation Controller Wireless Communication service in the not -to-exceed amount of $ 52,228.80 for the retroactive period of July 1 , 2024, through June 30, 2026, and further authorize the City Manager to approve any subsequent contract amendments to incorporate future budgeted funds into the contract amount, and to extend the contract term by up to three (3) additional one-year terms in accordance with the contract terms.
SUMMARY
P
ublic Works purchases monthly iCentral service for the 156 irrigation controllers installed throughout the City/District . It is recommended that the City Council/District Board of Directors waive the bidding process in accordance with Simi Valley Municipal Code (SVMC) section 2-9.201(e) as The Toro Company is the sole manufacturer and distributor of the Rain Master iCentral Smart Irrigation Controller Wireless Communication and award the attached contract with The Toro Company for the monthly iCentral in the not-to-exceed amount of $52,228.80 for the retroactive period of July 1, 2024, through June 30, 2026, and further authorize the City Manager to approve any subsequent contract amendments to incorporate future budgeted funds into the contract amount, and to extend the contract term.
___
_________________________________
Ronald K. Fuchiwaki
Public Works Director
P
repared by: Dylan Gunning, Senior Management Analyst
I
NDEX Page
Contract .............................................................................................. 4 3 2-Contract 8/14/24
AGREEMENT NO. 3250015
Services Agreement
CONTRACTOR: The Toro Company DATE MAILED: 08/19/2024
B
elow you will find a checklist relating to Insurance and other requirements that are required for doing business with the Ci ty of Simi Valley. Only those items checked- off are MANDATORY, however if your standard policies exceed the minimum requirements please include. Commercial general liability insurance must meet or exceed the requirements of ISO -CGL Form No. CG 00 01 11 85 or 88, or equivalent . T he amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by the City will be excess thereto. Such insurance must be on an “occurrence,” not a “claims made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City.
Comprehensive General Liability, including coverage for premises, products and completed operations, independent contractors, personal injury and contractual obligations with combined single limits of coverage of at least $2,000,000 per occurrence. Auto Liability, including owned, non-owned and hired vehicles with at least:
$500,000 per occurrence.
$1,000,000 per occurrence.
As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company. Workers’ Compensation Insurance: as required by State Statutes. (Not needed if Self -employed with no employees and CONTRACTOR signs statement to this effect.)
Errors & Omissions or Malpractice or Professional Liability: depending on type of contract/service. At least $500,000 per occurrence. Business License: The CONTRACTOR must have a current City of Simi Valley license on file at City Hall or purchase said license (at no cost to the City).
P
LEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER BEING SENT TO YOU (VIA EMAIL OR HARD COPY) BY THE RISK MANAGER/PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF WORK FOR THE CITY.
Submitted by (complete all blanks): COLOR COPY REQUIRED BACK TO THE CITY Company Name:
The Toro Company
By (Print name & title):
Scott Donoho, District Sales Manager
Company Street Address:
5825 Jasmin Street
Vendor’s Authorized Signature required:
City, State, Zip:
Riverside, CA 92504
Date signed:
Phone:
951-785-3678
Agreement Date & Expiration Date:
July 1, 2024 through June 30, 2026, optional one-year term renewals (not to exceed a total of five (5) years.
Services Rendered:
iCenteral Service
Agreement Amount
$52,228.80
Originator/Department Contact: Michael Sandoval Date initiated:
Department Head Review: City Manager Approval :
R
eturn the original fully executed form to the City Clerk's office Attach: Scope of Work and Quotes
4 1.GENERALLY. The materials, supplies, or services (collectively,
“Purchase”) covered by this purchase order (“order”) must be furnished by Seller subject to all the terms and conditions contained in this order which Seller, in accepting this order, agrees to be bound by and comply with in all particulars. No other terms or conditions are binding upon the parties unless subsequently agreed to in writing. Written acceptance or shipment of all or any portion of the Purchase covered by this order constitutes unqualified acceptance of all terms and conditions in this order. The terms of any proposal referred to in this order are included and made a part of the order only to the extent it specified the Purchase ordered, the price, and the delivery, and then only to the extent that such terms are consistent with the terms and conditions of this order.
2.INSPECTION. The Purchase furnished must be exactly as specified in this order, free from all defects in Seller’s performance, design, workmanship, and materials, and, except as otherwise provided, is subject to inspection and test by City at all times and places. If, before final acceptance, any Purchase is found to be incomplete, or not as specified, City may reject it, require Seller to correct it without charge, or require delivery of such Purchase at a reduction in price that is equitable under the circumstances. If seller is unable or refuses to correct such items within a time deemed reasonable by City, City may terminate the order in whole or in part. Seller bears all risks as to rejected Purchases and, in addition to any costs for which Seller may become liable to City under other provisions of this order, must reimburse City for all transportation costs, other related costs incurred, or payments to Seller in accordance with the terms of this order for unaccepted Purchases. Notwithstanding City’s acceptance of any Purchase, Seller is liable for latent defects, fraud, or such gross mistakes as constitute fraud.
3.CHANGES. City may make changes within the general scope of this order in drawings and specifications for specially manufactured supplies, place of delivery, method of shipment or packing of the order by giving notice t o Seller and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of this order, an equitable adjustment in the price or delivery or both must be made. No change by Seller is allowed without City’s written approval. Any claim by Seller for an adjustment under this section must be made in writing within thirty (30) days from the date of receipt by Seller of notification of such change unless City waives this condition in writing. Nothing in this section excuses Seller from proceeding with performance of the order as changed.
4. TERMINATION. City may terminate this order at any time, either verbally or in writing, with or without cause. Should termination occur, City will pay Seller as full performance until such termination the unit or pro rata order price for the performed and accepted portion of the Purchase. City may provide written notice of termination for Seller’s default if Seller refuses or fails to comply with this order. If Seller does not cure such failure within a reasonable time period, or fails to perform the Purchase within the time specified (or allowed by extension), Seller will be liable to City for any excess costs incurred by City.
5.TIME EXTENSION. City may extend the time for completion if, in City’s sole determination, Seller was delayed because of causes beyond Seller’s control and without Seller’s fault or negligence. In the event delay was caused by City, Seller’s sole remedy is limited to recovering money ac tually and necessarily expended by Seller because of the delay; there is no right to recover anticipated profit.
6.REMEDIES CUMULATIVE. City’s rights and remedies under this order are not exclusive and are in addition to any rights and remedies provided by law.
7.TITLE. Title to materials and supplies purchased under this order pass directly from Seller to City upon City’s written acceptance following an actual inspection and City’s opportunity to reject.
8.P AYMENT. City will pay Seller after receiving acceptable invoices for materials and supplies delivered and accepted or services rendered and accepted. City will not pay cartage, shipping, packaging or boxing expenses unless specified in this order. Drafts will not be honored.
9.INDEMNIFICATION. Seller agrees to indemnify and hold City harmless from and against any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising out of the Purchase or the order, or their performance, except for such loss or damage arising from City’s sole negligence or willful misconduct. Should City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the Purchase or order, or their performance, Seller will defend City (at City’s request and with counsel satisfactory to City) and indemnify City for any judgment rendered against it or any sums paid out in settlement or otherwise. For purposes of this section “City” includes City’s officers, elected officials, and employees. It is expressly understood and agreed that the foregoing provisions will survive termination of this order. The requirements as to the types and limits of insurance coverage to be maintained by Seller, and any approval of such insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Seller pursuant to this order, including, without limitation, to the provisions concerning indemnification.
10.WARRANTY. Seller agrees that the Purchase is covered by the most favorable commercial warranties the Seller gives to any customer for the same or substantially similar supplies or services, or such other more favorable warranties as is specified in this order. Warranties will be effective notwithstanding any inspection or acceptance of the Purchase by City.
11.ASSIGNMENT. City may assign this order. Except as to any payment due under this order, Seller may not assign or subcontract the order without City’s written approval. Should City give consent, it will not relieve Seller from any obligations under this order and any transferee or subcontractor will be considered Seller’s agent.
12.INSURANCE. Seller must provide the insurance indicated on the fac e sheet of this order.
13.PERMITS. Seller must procure all necessary permits and licenses, and abide by all federal, state, and local laws, for performing this order.
14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller will act as an independent contractor and will have control of all work and the manner in which is it performed. Seller will be free to contract for similar service to be performed for other employers while under contract with City.
Seller is not an agent or employee of City and is not entitled to participate in any pension plan, insurance, bonus or similar benefits City provides for its employees. Any provision in this order that may appear to give City the right to direct Seller as to the details of doing the work or to exercise a measure of control over the work means that Seller will follow the direction of the City as to end results of the work only.
15.WAIVER. City’s review or acceptance of, or payment for, work product prepared by Seller under this order will not be construed to operate as a waiver of any rights City may have under this Agreement or of any cause of action arising from Seller’s performance. A waiver by City of any breach of any term, covenant, or condition contained in this order will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this order, whether of the same or different character.
16.INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Ventura County.
5 A2477.SCOPEOFWORK.MG
Scope of Work
RETROACTIVITY. CITY and CONSULTANT intend for this Agreement to be retroactively effective beginning July 1, 2024 through June 30, 2026, for the monthly service of iCentral Smart Irrigation Controller Wireless Communication.
Quote Dated July 15, 2024, for ICentral Smart Irrigation Controller Wireless Communication Service for Rain Master Smart Irrigation Controllers. City of Simi Valley 06053001.
Quote Dated July 16, 2024, for ICentral Smart Irrigation Controller Wireless Communication Service for Rain Master Smart Irrigation Controllers. Water Works District #8 06317001.
6 Remit to:
The Toro Company dba RainMaster
Attn: iCentral Payments/Linda Brooks
INVOICE NO.
DATE
Sold to/Bill to
JOB DUE DATE
QUANTITY UNIT PRICE LINE TOTAL
146.00 179.40$ 26,192.40$
146.00 179.40 26,192.40
1.00 (3,504.00) (3,504.00)
SUBTOTAL 48,880.80$
SALES TAX
TOTAL 48,880.80$
ICENTRAL SERVICE
Year 2 -- July 2025 - June 2026
146 CONTROLLERS @ 14.95 EACH MONTHLY
ICENTRAL SERVICE
amount of 3504.00
a credit to be given of 24$ per controller
July 15, 2024
06053001 - City of Simi Valley
5825 Jasmine Street
CUSTOMER ID
City of Simi Valley
Attn: accounts payable
Simi Valley, CA 93065
SALESPERSON
Linda Brooks
PAYMENT TERMS
Year 1 -- July 2024 - June 2025
146 CONTROLLERS @ 14.95 EACH MONTHLY
DESCRIPTION
500 W. Los Angeles Ave
(951) 688-9221
[email protected]
Riverside, CA 92504
QUOTE
INVOICE
Make all checks payable to The Toro Company
THANK YOU FOR YOUR BUSINESS!
7 Remit to:
The Toro Company dba RainMaster
Attn: iCentral Payments/Linda Brooks
INVOICE NO.
DATE
Sold to/Bill to
JOB DUE DATE
QUANTITY UNIT PRICE LINE TOTAL
10.00 179.40$ 1,794.00$
10.00 179.40 1,794.00
1.00 (240.00) (240.00)
SUBTOTAL 3,348.00$
SALES TAX
TOTAL 3,348.00$
500 W. Los Angeles Ave
(951) 688-9221
[email protected]
Riverside, CA 92504
QUOTE
SALESPERSON
Linda Brooks
PAYMENT TERMS
Year 1 -- July 2024 - June 2025
10 CONTROLLERS @ 14.95 EACH MONTHLY
DESCRIPTION
5825 Jasmine Street
CUSTOMER ID
City of Simi Valley
Attn: accounts payable
Simi Valley, CA 93065
amount of 240.00
a credit to be given of 24$ per controller
July 16, 2024
06317001 - water works
ICENTRAL SERVICE
Year 2 -- July 2025 - June 2026
10 CONTROLLERS @ 14.95 EACH MONTHLY
ICENTRAL SERVICE
INVOICE
Make all checks payable to The Toro Company
THANK YOU FOR YOUR BUSINESS!
8