Item 4 - Award of Agreement to Sage View Inc. for Grove Management & Maintenance Services RFP 23-014April 4, 2023, Item #4DATE: TO: FROM: CONTACT: SUBJECT: Summary: AGENDA REPORT CityofPoway CITY COUNCIL April 4, 2023 Honorable Mayor and Members of the City Council Eric Heidemann, Director of Public Works 4_K' Will Wiley, Assistant Director of Public Works for Maintenance Operations . A -(858) 668-4705 or wwiley@poway.org / Y Award of ·Agreement to Sage View, Inc. for the Grove Management and Maintenance Services; RFP No. 23-014 A request for proposals (RFP) for the Grove Management and Maintenance Services, RFP No. 23-014, was duly advertised on February 16 and February 23, 2023. One (1) responsive proposal was received and opened on March 9, 2023. Staff reviewed the proposal submitted and selected Sage View, Inc., as the company providing the best value for the Grove Management and Maintenance Services to the City of Poway (City). Staff determined Sage View, Inc., to be responsive and qualified to provide these services. The length of the awarded contract shall be for approximately one (1) year and three (3) months beginning on April 5, 2023 through June 30, 2024. The contract may be extended for up to three (3) separate one-year term extensions. The request for proposals remained open for three (3) weeks. Despite the City's outreach efforts, one proposal was received. Staff reviewed the proposal and determined that Sage View, Inc., met the evaluation criteria and needs of the City. Recommended Action: It is recommended the City Council award the contract for Grove Management and Maintenance Services, RFP No. 23-014, to Sage View, Inc., and authorize the City Manager to execute the necessary documents. Discussion: The City has a continuing need for Grove Management and Maintenance Services for two groves: 1) Silver Ridge Lemon Grove; and 2) Adobe Ridge Lemon Grove. The services include irrigation inspections, pest and weed control, pruning, brow ditch cleaning, paved area sweeping, fertilization, litter control, and as-needed activities. Additional work includes harvesting, packaging, and sale of citrus. 1 of 15
April 4, 2023, Item #4The RFP was advertised for three (3) weeks in February and March. One proposal was received and opened on March 9, 2023, and was found to be responsive to the proposal's requirements. This contract will include a not to exceed 5% CPI increase. Proposal results are as follows: Location Unit Cost Per Month Annual Costs Silver Ridge Lemon Grove $5,600 $67,200 Adobe Ridge Lemon Grove $ 800 $ 9,600 Total Cost for Both Groves $6,400 $76,800 Background: On February 15, 2022, staff presented a workshop to City Council seeking input and direction for repurposing three (3) citrus-producing groves owned and maintained by the City: Silver Ridge Lemon Grove, Adobe Ridge Lemon Grove and Ted Williams Grapefruit Grove. Council was asked to consider potential options for reducing the City's associated cost for the groves. City Council provided direction to cease maintenance of the Ted Williams Grapefruit Grove and approved a plan to return the area to a no-maintenance, natural state. To achieve this, staff immediately turned off water to the irrigation, removed the irrigation system, prepared the land and had hydroseed applied to start a natural growth environment. Environmental Review: This action is not subject to review under the California Environmental Quality Act (CEQA). Fiscal Impact: Funding is available in the Fiscal Year 2022-23 budget for the current year portion of this contract. The Proposed Fiscal Year 2023-24 Facilities Maintenance Division budget (415010-41600) includes $76,800 for the annual maintenance of two (2) citrus groves. Amounts for subsequent fiscal years will be included in the annual budget process for Council's consideration. Public Notification: None. Attachments: A. Standard Agreement for Services Reviewed/Approved By: Wendy1kaserma n Assistant City Manager 2 of 15 Reviewed By: Alan Fenstermacher City Attorney City Manager
April 4, 2023, Item #4City of Poway STANDARD AGREEMENT FOR SERVICES This Agreement, entered into this 5th day of April, 2023, by and between the CITY OF POWAY (hereinafter referred to as "City") and SAGE VIEW, INC., (hereinafter referred to as "Contractor"). RECITALS WHEREAS, City desires to obtain the services of a private Contractor to perform Grove Management and Maintenance Services; WHEREAS, Contractor has represented that Contractor possesses the necessary qualifications to provide such services; WHEREAS, City has authorized the preparation of an agreement to retain the services of Contractor as hereinafter set forth. NOW, THEREFORE, IT IS MUTUALLY AGREED THAT CITY DOES HEREBY RETAIN CONTRACTOR ON THE FOLLOWING TERMS AND CONDITIONS: 1. Scope of Services. Contractor shall provide services as described in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 2. Compensation and Reimbursement. City shall compensate and reimburse Contractor as provided in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 3. Term of Agreement. The term of this Agreement shall be as described in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 4. Termination. This Agreement may be terminated with or without cause by City. Termination without cause shall be effective only upon 60-day written notice to Contractor. During said 60-day period Contractor shall perform all consulting services in accordance with this Agreement. This Agreement may be terminated by City for cause in the event of a material breach of this Agreement, misrepresentation by Contractor in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by City. Termination for cause shall be effected by 3 of 15 ATTACHMENT A
April 4, 2023, Item #4delivery of written notice of termination to Contractor. Such termination shall be effective upon delivery of said notice. 5. Confidential Relationship. City may from time to time communicate to Contractor certain information to enable Contractor to effectively perform the services. Contractor shall treat all such information as confidential, whether or not so identified, and shall not disclose any part thereof without the prior written consent of the City. Contractor shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services. The foregoing obligation of this Paragraph 5, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of Contractor, hereafter disclosed in publicly available sources of information; (iii) is now in the possession of Contractor without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to Contractor by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. Contractor shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this agreement without the prior written consent of the City. In its performance hereunder, Contractor shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. 6. Office Space and Clerical Support. Contractor shall provide its own office space and clerical support at its sole cost and expense. 7. Covenant Against Contingent Fees. Contractor declares that it has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of the Agreement. For breach of violation of this warranty, City shall have the right to annul this Agreement without liability, or, at its sole discretion, to deduct from the Agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 8. Ownership of Documents. All memoranda, reports, plans, specifications, maps, and other documents prepared or obtained under the terms of this Agreement shall be the property of City and shall be delivered to City by Contractor upon demand. 4of 15
April 4, 2023, Item #49. Conflict of Interest and Political Reform Act Obligations. During the term of this Agreement Contractor shall not act as Contractor or perform services of any kind for any person or entity whose interest's conflict in any way with those of the City of Poway. Contractor shall at all times comply with the terms of the Political Reform Act and the local conflict of interest code. Contractor shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the City in which the Contractor has a financial interest as defined in Government Code Section 87103. Contractor represents that it has no knowledge of any financial interests which would require it to disqualify itself from any matter on which it might perform services for the City. "Contractor" means an individual who, pursuant to a contract with a state or local agency: 5 of 15 (A) Makes a governmental decision whether to: 1. Approve a rate, rule or regulation; 2. Adopt or enforce a law; 3. Issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; 4. Authorize the City to enter into, modify, or renew a contract provided it is the type of contract that requires City approval; 5. Grant City approval to a contract that requires City approval and to which the City is a party, or to the specifications for such a contract. 6. Grant City approval to a plan, design, report, study, or similar item; 7. Adopt, or grant City approval of, policies, standards, or guidelines for the City, or for any subdivision thereof; or (B) Serves in a staff capacity with the City and in that capacity participates in making a governmental decision as defined in the Political Reform Act and/or implementing regulations promulgated by the Fair Political Practices Commission or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City's Conflict of Interest Code.
April 4, 2023, Item #4DISCLOSURE DETERMINATION: 1:8'.1 1. Contractor will not be "making a government decision" or "serving in a staff capacity" as defined in Sections A and B above. No disclosure required. D 2. Contractor will be "making a government decision" or "serving in a staff capacity" as defined in Sections A and B above. As a result, Contractor shall be required to file a Statement of Economic Interest with the City Clerk of the City of Poway in a timely manner as required by law. Department Director 10. No Assignments. Neither any part nor all of this Agreement may be assigned or subcontracted, except as otherwise specifically provided herein, or to which City, in its sole discretion, consents to in advance thereof in writing. Any assignment or subcontracting in violation of this provision shall be void. 11. Maintenance of Records. Contractor shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the agreement period and for three (3) years from the date of final payment under this Agreement, for inspection by City and copies thereof shall be furnished, if requested. 12. Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of the City of Poway. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Contractor accomplishes such services. 13. Licenses, Permits, Etc. Contractor represents and declares to City that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for Contractor to practice its profession. 6 of 15
April 4, 2023, Item #414. Contractor's Insurance. Contractor shall provide insurance as set forth in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 15. Indemnification. (a) For Claims (as defined herein) other than those alleged to arise from Contractor's negligent performance of professional services, City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "lndemnitees") shall have no liability to Contractor or any other person for, and Contractor shall indemnify, protect and hold harmless lndemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses, including reasonable attorneys' fees and disbursements (collectively "Claims"), which lndemnitees may suffer or incur or to which lndemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of Contractor's negligent performance under this Agreement, or by the negligent or willful acts or omissions of Contractor, its agents, officers, directors, sub-Contractors or employees. (b) For Claims alleged to arise from Contractor's negligent performance of professional services, lndemnitees shall have no liability to Contractor or any other person for, and Contractor shall indemnify and hold harmless lndemnitees from and against, any and all Claims that lndemnitees may suffer or incur or to which lndemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise to the extent occurring as a result of Contractor's negligent performance of any professional services under this Agreement, or by the negligent or willful acts or omissions of Contractor, its agents, officers, directors, sub-Contractors or employees, committed in performing any of professional services under this Agreement. For Claims alleged to arise from Contractor's professional services, Contractor's defense obligation to lndemnitees shall include only the reimbursement of reasonable defense costs and attorneys' fees to the extent caused by Contractor's negligence. (c) The foregoing obligations of Contractor shall not apply to the extent that the Claims arise from the sole negligence or willful misconduct of City or its elected and appointed boards, officials, officers, agents, employees and volunteers. (d) In any and all Claims against City by any employees of the Contractor, anyone directly or indirectly employed by it or anyone for whose acts it may be liable, the indemnification obligation under this Section 15 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor under worker's compensation acts, disability benefit acts or other employee benefit acts. 7 of15
April 4, 2023, Item #4(e) Contractor shall, upon receipt of written notice of any Claim, promptly take all action necessary to make a claim under any applicable insurance policy or policies Contractor is carrying and maintaining; however, if Contractor fails to take such action as is necessary to make a claim under any such insurance policy, Contractor shall reimburse City for any and all costs, charges, expenses, damages and liabilities incurred by City in making any claim on behalf of Contractor under any insurance policy or policies required pursuant to this Agreement. (f) The obligations described in Section 15(a) through (e) above shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person indemnified pursuant to this Section 15. (g) The rights and obligations of the parties described in this Section 15 shall survive the termination of this Agreement. 16. Assumption of Risk. Except for injuries to persons caused by the willful misconduct of any lndemnitee and not covered by insurance maintained, or required by this Agreement to be maintained, by Contractor: (a) Contractor hereby assumes the risk of any and all injury and damage to the personnel (including death) and property of Contractor that occurs in the course of, or in connection with, the performance of Contractor's obligations under this Agreement, including but not limited to Contractor's Scope of Services; and (b) it is hereby agreed that the lndemnitees are not to be liable for injury or damage which may be sustained by the person, goods or property of Contractor or its employees in connection with Contractor's performance its obligations under this Agreement, including but not limited to Contractor's Scope of Services. 17. Contractor Not an Agent. Except as City may specify in writing, Contractor shall have no authority, expressed or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, expressed or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 18. Personnel. Contractor shall assign qualified and certified personnel to perform requested services. The City shall have the right to review and disapprove personnel for assignment to Poway projects. City shall have the unrestricted right to order the removal of any person(s) assigned by Contractor by giving oral or written notice to Contractor to such effect. Contractor's personnel shall at all times comply with City's drug and alcohol policies then in effect. 8 of 15
April 4, 2023, Item #419. Notices. Notices shall be given as described on Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 20. Governing Law. Forum Selection and Attorneys' Fees. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Each party to this Agreement consents to personal jurisdiction in San Diego County, California, and hereby authorizes and accepts service of process sufficient for personal jurisdiction by first class mail, registered or certified, postage prepaid, to its address for giving notice as set forth in Exhibit "A" hereto. Any action to enforce or interpret the terms or conditions of this Agreement shall be brought in the Superior Court in San Diego County, Central Division, unless the parties mutually agree to submit their dispute to arbitration. Contractor hereby waives any right to remove any such action from San Diego County as is otherwise permitted by California Code of Civil Procedure section 394. The prevailing party in any such action or proceeding shall be entitled to recover all of its reasonable litigation expenses, including its expert fees, attorneys' fees, courts costs, arbitration costs, and any other fees. Notwithstanding the foregoing, in the event that the subject of such an action is compensation claimed by Contractor in the event of termination, Contractor's damages shall be limited to compensation for the 60-day period for which Contractor would have been entitled to receive compensation if terminated without cause, and neither party shall be entitled to recover their litigation expenses. 21. Gender. Whether referred to in the masculine, feminine, or as "it," "Contractor" shall mean the individual or corporate Contractor and any and all employees of Contractor providing services hereunder. 22. Counterparts. This Agreement (and any amendments) may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Documents delivered by telephonic facsimile transmission shall be valid and binding. 23. Entire Agreement. This Agreement shall constitute the entire understanding between Contractor and City relating to the terms and conditions of the services to be performed by Contractor. No agreements, representations or promises made by either party, whether oral or in writing, shall be of any force or effect unless it is in writing and executed by the party to be bound thereby. 9 of 15
April 4, 2023, Item #424. Certification and Indemnification Regarding Public Employees' Retirement Law/Pension Reform Act of 2013. Contractor hereby certifies that all persons providing services to City by Contractor are not current members of the California Public Employees' Retirement System (CalPERS) and shall not become members of CalPERS while providing services to City. Contractor further provides that in the event Contractor assigns a retired annuitant receiving a pension benefit from CalPERS to perform services for City, the retired annuitant is in full compliance with Government Code section 7522.56. A copy of Government Code section 7522.56 is attached hereto as Exhibit "B." Further, Contractor hereby fully and unconditionally indemnifies City from all penalties, fees, employer and employee contributions, or any other assessments imposed by CalPERS in the event CalPERS determines the person assigned by Contractor to provide services to City has been misclassified. 25. Severability. If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect. (Remainder of page intentionally left blank) 10 of 15
April 4, 2023, Item #4IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first above written. CITY OF POWAY SAGE VIEW INC, By:------------By:-------------Chris Hazeltine, City Manager Date: Date: -----------ATTEST: Carrie Gallagher, City Clerk APPROVED AS TO FORM: By:--------------Alan Fenstermacher, City Attorney 11 of 15 Marc Doig, President ------------
April 4, 2023, Item #4A. "SPECIAL PROVISIONS" EXHIBIT "A" Scope of Services. Contractor agrees to maintain services of two groves: 1) Silver Ridge Lemon Grove; and 2) Adobe Ridge Lemon Grove. The services include irrigation inspections, pest and weed control, pruning, brow ditch cleaning, paved area sweeping, fertilization, litter control, and as-needed activities. Additional work includes harvesting, packaging, and sale of citrus. 8. Payment for the Sale of Citrus: The Contractor shall manage, maintain, harvest and sell the citrus. The City of Poway shall be the recipient of seventy-five percent (75%) of all payments for the sale of the citrus. This payment shall be the net proceeds from the sale, and shall be itemized to show the gross amount, less the cost of harvesting, transporting, and packing of the citrus. A check shall be remitted to the City of Poway within 100 days after the harvesting/packing process. C. Compensation and Reimbursement. City shall pay Contractor a fee in accordance with the Fee Proposals submitted in writing on March 9, 2023, which is included in this document as Attachment 2. Total fee is not to exceed $76,800 per year plus amounts designated for grove management and maintenance services not to exceed the City's adopted fiscal year operating budget for grove management and maintenance services. Contractor's fee shall include, and Contractor shall be responsible for the payment of all federal, state, and local taxes of any kind which are attributable to the compensation received. Contractor shall bill City for such expenses as incurred, referencing this Agreement. All expenses shall be itemized and supported by receipts for amounts in excess of Twenty-Five Dollars ($25.00). Statements for reimbursement of expenses shall be paid within ten (10) days of approval by City. All other expenses shall be reimbursed in accordance with City's cash disbursement policies in effect at the time incurred. D. Term of Agreement. This Agreement shall be effective from the period commencing April 5, 2023, and ending June 30, 2024, unless sooner terminated by City as provided in the section of this Agreement entitled "Termination." This Agreement may be extended for up to three (3) additional one-year periods upon approval in writing of the City Manager and Contractor. Award of the Agreement and any Agreement extensions are subject to City Council appropriation of funds. Each renewal period (fiscal) after the first year of the agreement, the Contractor's costs shall be adjusted based on the annual change in the previous calendar year's Consumer Price Index for the San Diego-Carlsbad area (All Urban Consumers CPI-U) or 5%, whichever is less. The first adjustment would occur no earlier 12 of 15
April 4, 2023, Item #4than July 1, 2025. Upon expiration or termination of this Agreement, Contractor shall return to City any and all equipment, documents or materials and all copies made thereof which Contractor received from City or produced for City for the purposes of this Agreement. E. Contractor's Insurance. 1. Coverages: Contractor shall obtain and maintain during the life of this Agreement all of the following insurance coverages: (a) Comprehensive General Liability, including premises-operations, products/completed, broad form property damage, and blanket contractual liability with the following coverages: General Liability $2,000,000 Bodily Injury and Property Damage combined each occurrence and $4,000,000 aggregate. (b) Automobile Liability, including owned, hired, and non-owned vehicles: $1,000,000 combined single limit. (c) Workers' Compensation insurance in statutory amount. All of the endorsements which are required above shall be obtained for the policy of Workers' Compensation insurance. 2. Endorsements: Endorsements shall be obtained so that each policy contains the following three provisions: (a) Additional Insured. (Not required for Professional Errors and Omissions Liability Insurance or Workers' Compensation.) "City of Poway and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this subject project and contract with City." (b) Notice. "Said policy shall not terminate, nor shall it be canceled, until thirty (30) days after written notice is given to City." (c) Primary Coverage. "The policy provides primary coverage to City and its elected and appointed boards, officers, agents, and employees. It is not secondary or in any way subordinate to any other insurance or coverage maintained by City." 3. Insurance Certificates: 13 of 15
April 4, 2023, Item #4Contractor shall provide City certificates of insurance showing the insurance coverages described in the paragraphs above, in a form and content approved by City, prior to beginning work under this Agreement. F. Notices. All notices, billings and payments hereunder shall be in writing and sent to the following addresses: 14 of 15 To City: To Contractor: City of Poway P.O. Box 789 Poway, CA 92074 Sage View, Inc. 12319 Sage View, Rd Poway, CA 92064 (Remainder of page intentionally left blank)
April 4, 2023, Item #4Attachement 2 FEE PROPOSALS At a minimum, Contractor should have been in the farm management business for five (5) years with five (5) years of experience in maintaining citrus trees (2 acres or more). ITEM DESCRIPTION UNIT COST FREQUENCY ANNUAL COST PER MONTH 1 Silver Ridge Lemon Grove $5,600 x 12 months $67,200 Grove Maintenance 2 Adobe Ridge Lemon Grove $800 x 12 months $9,600 Grove Maintenance Each Individual Grove location will have the following maintenance activities: MAINTENANCE ACTIVITIES -INCLUDES ALL MATERIALS (FREQUENCY PER TECHNICAL SPECIFICATIONS SECTION LV) 1 General Performance 2 Irrigation Inspections 3 Pest Control 4 Weed Control 5 Site Cleanup 6 Pruning/ Tree Skirting 7 Harvesting 8 Brow Ditch Cleaning (Excluding Adobe Ridge Groves) 9 Sweep Paved Areas 10 Fertilization 11 Litter Control AS NEEDED ACTIVITY UNIT PRICE (INCLUDES ALL MATERIALS) Tree Removal Per Tree $80 Tree Replacement Per Tree $90 General Laborer Per Hour $37 Irrigation Repair Per Hour $37 15 of 15