CC SR 20210202 O - Stay Green Contract ExtensionCITY COUNCIL MEETING DATE: 02/02/2021
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to exercise the second of three one-year extension
options available in an existing service agreement with Stay Green Inc. for Citywide
landscape services.
RECOMMENDED COUNCIL ACTION:
(1) Award the Amended and Restated Agreement extending the term of the service
agreement with Stay Green Inc. for one-year, in a form approved by the City
Attorney's office, for Citywide landscape services.
(2) Authorize the Mayor to execute the extension.
FISCAL IMPACT: $650,833 (February 2020-June 2020) is included in the FY 2020-21
Adopted Budget. If the contract extension is approved, the remaining
$911,167 will be included in the FY 2021-22 budget.
Amount Budgeted: $ 1,562,000
Additional Appropriation: None
Account Number(s): 101-400-3150-5201 $145,000
(General Fund – Trails & Open Space, Repair & Maint. Services)
101-400-3151-5201 $402,000
(General Fund – Park Maint., Repair & Maint. Services
101-400-3230-5201 $254,000
(General Fund – Fuel Modification, Repair & Maint. Services)
202-400-3180-5201 $380,000
(Gas Tax – Landscape Maint., Repair & Maint. Median Services)
223-400-0000-5201 $26,000
(Subregion 1 Fund – Repair & Maint. Services)
221-400-0000-5201 $ 355,000
(Measure M – Repair & Maint. Services)
ORIGINATED BY: Juan Hernandez, Public Works Maintenance Superintendent
REVIEWED BY: Ramzi Awwad, Deputy Director of Public Works
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Amendment No. 2 to the Amended and Restated Agreement with Stay Green,
Inc. (Attachment A) (page A-1)
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B. June 16, 2020, Amendment No. 1 to the Amended and Restated Agreement
with Stay Green, Inc. (page B-1)
C. February 4, 2020 Amended and Restated Agreement (page C-1)
D. February 1, 2017 Agreement for Contract Services (page D-1)
BACKGROUND AND DISCUSSION:
On February 1, 2017, the City entered into a three-year contract, with three additional
one-year options, with Stay Green, Inc. for labor and equipment for City landscaping,
general maintenance, and litter and trash services, with a total contract sum not-to-
exceed $3,224,909.52 (Attachment D). On February 4, 2020, the City Council approved
a contract amendment that included hand brush trimming fuel modification services and
exercised the first one-year option, extending the expiration date to February 4, 2021,
with a revised total contract sum not-to-exceed $5,245,922.92 (Attachment C). On June
16, 2020, the City Council approved another contract amendment for further expansion
of fuel modification services and a revised contract sum not-to-exceed in the amount of
$5,400,060.92 (Attachment B)
The first one-year contract extension is nearing expiration. Staff now recommends
exercising the second one-year extension option; extending the expiration date to
February 4, 2022; and increasing the contract sum to $6,961,172.32, with an annual
not-to-exceed amount of $1,561,111.40 (Attachment A). The contract sum is increasing
to account for the services that are part of the second one-year extension that includes
both General Landscape Services and annual hand trimming Fuel Mod Services.
General Landscape Services account for $1,307,258 of the annual expense and Fuel
Mod Services account for $253,853.
CONCLUSION:
Staff recommends exercising the second of three one-year options available through
the contract in order to allow Stay Green Inc., to continue providing landscaping,
general maintenance, and litter and trash services to the City through February 4, 2022.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative action is available for
the City Council’s consideration:
1. Direct Staff to start a new procurement process.
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AMENDMENT NO. 2
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES
(“Amendment No. 2”) by and between the CITY OF RANCHO PALOS VERDES (“City”) and
STAY GREEN, INC., a California corporation (“Consultant”) is effective as of ,
2021.
RECITALS
A. City and Contractor entered into that certain Agreement for Contractual Services
dated February 1, 2017 (“Agreement”) whereby Contractor agreed to provide all work, labor,
materials, equipment, and services as set forth in the bid documents for the project entitled “Labor
and Equipment for City Landscaping, General Maintenance, and Litter & Trash Services” (the
“Services”).
B. The Term of the Agreement was from February 1, 2017 to January 31, 2020. The
total not-to-exceed Contract Sum for the Agreement was $3,224,909.52, with an annual not-to-
exceed amount of $1,074,969.84. The Agreement also provided for three (3) one-year options to
renew, based on Contractor performance and mutual written consent.
C. On October 17, 2017, the City and Contractor entered into Amendment No. 1 to the
Agreement to increase the Contractor's level of effort by increasing the landscaping crew and
supplying all necessary materials and funding for the crews. Amendment No. 1 increased the
Contract Sum to $3,739,234 and the not-to-exceed amount to $1,332,132 for fiscal years 2017-2018
and 2018-2019.
D. On June 18, 2019, City and Contractor entered into Amendment No. 2 to the
Agreement, expanding the Services to include brush clearance for fuel modification services for FY
2019-20, increasing the annual not-to-exceed amount for FY 2019-20 to $1,431,846.84, and the
Contract Sum to $3,838,949.52.
E. On July 16, 2019, City and Contractor entered into Amendment No. 3 to the
Agreement, correcting the Contractor’s rates for fuel modification services, and to add a deadline for
completion for each fuel modification task.
F. On February 4, 2020, the City and Contractor entered into an Amended and Restated
Agreement, in order to renew the Agreement for the first of the three one-year options, extending the
term of the Agreement to February 4, 2021 and increasing the Contract Sum for the Agreement to
$5,245,922.92, with an annual not-to-exceed amount of $1,406,973.40.
G. On January 16, 2020, the City and Contractor entered into Amendment No. 1 to the
Amended and Restated Agreement, in order to amend the agreement to further expand fuel
modification services, and increase the sub-budget for fuel modification services by $154,138 to
$253,853. The Contract Sum was also increased from $5,245,922.92 to $5,400,060.92 with an
annual not-to-exceed amount increase from $1,406,973.40 to $1,561,111.40.
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H The City and Contractor now desire to amend the Amended and Restated Agreement
to extend the Term of the Agreement by one year. This extension will require an increase in the
Contract Sum from $5,400,060.92 to $6,961,172.32, with no change to the annual not-to-exceed
amount of $1,561,111.40.
TERMS
1.Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
(a) Section 2.1, Contract Sum, is hereby amended to read as follows:
“Subject to any limitations set forth in this Agreement, City agrees to pay
Contractor the amounts specified in the “Schedule of Compensation”
attached hereto as Exhibit “C” and incorporated herein by this reference. The
total compensation, including reimbursement for actual expenses, shall not
exceed $6,961,172.32 (Six Million, Nine Hundred Sixty One Thousand,
One Hundred Seventy Two Dollars and Thirty Two Cents) $5,400,060.92
(Five Million, Four Hundred Thousand, Sixty Dollars and Ninety Two Cents)
(the “Contract Sum”), unless additional compensation is approved pursuant
to Section 1.10.”
(b) Section 3.5, Term, is hereby amended to read as follows:
“Unless earlier terminated in accordance with Article 7 of this Agreement,
this Agreement shall continue in full force and effect until completion of the
services but not exceeding February 4, 2022 February 4, 2021, except as
otherwise provided in the Schedule of Performance (Exhibit “D”). The City
may, in its sole discretion, extend the Term for one two additional one-year
term(s).”
(c) Section 1.3 of Exhibit “E,” Lease Agreement, is hereby amended as
follows:
“The term (“Term”) shall commence on the Lease Commencement Date and
continue until February 4, 2022 for one (1) year (“Termination Date”) subject to
extensions as provided in Section 2.1(b).”
2.Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all
provisions of the Agreement shall remain unchanged and in full force and effect. From and after the
date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement, it shall
mean the Agreement, as amended by Amendment No. 1 and Amendment No. 2 to the Agreement.
3.Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been no
written or oral modifications to the Agreement other than as provided herein. Each party represents
and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.
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Consultant represents and warrants to City that, as of the date of this Amendment No. 2, City
is not in default of any material term of the Agreement and that there have been no events that, with
the passing of time or the giving of notice, or both, would constitute a material default under the
Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 2,
Consultant is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
4.Adequate Consideration. The parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment No. 2.
5.Authority. The persons executing this Amendment No. 2 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this
Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv)
the entering into this Amendment No. 2 does not violate any provision of any other agreement to
which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and
year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
____________________________________
Eric Alegria, Mayor
ATTEST:
_________________________________
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
William W. Wynder, City Attorney
CONSULTANT:
STAY GREEN, INC., a California
Corporation
By:
Name: Chris Angelo
Title: CEO
By:
Name: Steve Seely
Title: Branch Manager
Address: 26415 Summit Circle
Santa Clarita, CA 91350
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2021 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form .
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2021 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form .
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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