HomeMy WebLinkAboutGREEN GARDENS GROUP (G3)INSURANCE ON FILE
WORK MAY PROCEED N-2024-023
UNTIL INSURANCE EXPIRES
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CITY
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0 Pwac 1 � AGREEMENT WITH GREEN GARDENS GROUP (G3) FOR LANDSCAPE
t K'peyeli TRANSFORMATION SERVICES
THIS AGREEMENT is made and entered into this 19th day of December, 2023 by and between Green
Gardens Group (G3), a California limited liability company ("Consultant"), and the City of Santa Ana, a
charter city and municipal corporation organized and existing under the Constitution and laws of the State
of California ("City").
RECITALS
A. The City desires to retain a Consultant having special skill and knowledge in the field of
Watershed Wise Landscape Services, which includes landscape design, hands-on
workshops, maintenance workshops, and online classes.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional contracting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms
and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
On an on -call basis, Consultant shall perform the tasks and obligations including all labor,
materials, tools, equipment, and incidental customary work required to fully and adequately complete the
services described and set forth in Exhibit A, attached hereto and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services under
this Agreement, the rates and charges identified in Exhibit A. The total sum to be
expended under the term of this Agreement shall not exceed Fifty Thousand Dollars and
Zero Cents ($50,000).
b. Payment by City shall be made within forty-five (45) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need
not be made for work which fails to meet the standards of performance set forth in the
Recitals and Scope of Work, which may reasonably be expected by City.
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3. TERM
This Agreement shall commence on the date first written above and terminate on October 30, 2025,
unless terminated earlier in accordance with Section 17, below.
4. PREVAILING WAGES
Consultant is aware of the requirements of California Labor Code Section 1.720, et seq., and 1770,
et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage
Laws"), which require the payment of prevailing wage rates and the performance of other requirements
on "public works" and "maintenance" projects. If the services being performed are part of an applicable
"public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total
compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws.
Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents
free and harmless from any claim or liability arising out of any failure or alleged failure to comply with
the Prevailing Wage Laws.
5. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to
create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise
discretion or control over the professional manner in which Consultant performs the services which are
the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided
in a manner consistent with all applicable standards and regulations governing such services. Consultant
shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar
taxes relating to employees and shall be responsible for all applicable withholding taxes.
6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse,
or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any
tangible medium of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant
under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in
writing that City is granted a non-exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the
legal right to license any and all Documents & Data. Consultant makes no such representation and
warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not
be limited in any way in its use of the Documents and Data at any time, provided that any such use not
within the purposes intended by this Agreement shall be at City's sole risk.
7. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and
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shall require its subcontractors, if any, to obtain and maintain insurance as described below for the duration
of this Agreement:
a. Minimum Scope and Limit of Insurance
Coverage shall be at least as broad as:
(1) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01
covering CGL on an "occurrence" basis, including products and completed operations,
property damage, bodily injury and personal & advertising injury with limits no less
than $1,000,000 per occurrence. If a general aggregate limit applies, either the general
aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04)
or the general aggregate limit shall be twice the required occurrence limit.
(2) Workers' Compensation: as required by the State of California, with Statutory Limits,
and Employer's Liability Insurance with limit of no less than $1,000,000 per accident
for bodily injury or disease.
(3) Sexual Abuse or Molestation (SAM) Liability: if the work will include contact with
minors, and the CGL policy referenced above is not endorsed to include affirmative
coverage for sexual abuse or molestation, Consultant shall obtain and maintain a policy
covering Sexual Abuse and Molestation with a limit no less than $100,000 per
occurrence or claim for an individual instructor and with a limit no less than $1,000,000
per occurrence or claim for organization. (Not required if City staff will be present at
all times).
(4) Broader Coverage: if the Consultant maintains broader coverage and/or higher limits
than the minimums shown above, the City requires and shall be entitled to the broader
coverage and/or the higher limits maintained by the Consultant. Any available
insurance proceeds in excess of the specified minimum limits of insurance and
coverage shall be available to the City.
b. Other Insurance Provisions
(1) Additional Insured Status: The City, its officers, officials, employees, and volunteers
are to be covered as additional insureds on the CGL policy with respect to liability
arising out of work or operations performed by or on behalf of the Consultant including
materials, parts, or equipment furnished in connectionwith such work or operations.
General liability coverage can be provided in the form of an endorsement to the
Consultant's insurance (at least as broad as ISO Form CG 2010 1185 or if notavailable,
through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20
37 if a later edition is used).
(2) Primary Coverage: For any claims related to this contract, the Consultant's insurance
coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects
the City, its officers, officials, employees, and volunteers. Any insurance or self -
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insurance maintained by the City, its officers, officials, employees, or volunteers shall
be excess of the Consultant's insurance and shall not contribute with it.
(3) Notice of Cancellation: Each insurance policy required above shall provide that
coverage shall not be canceled, except with notice to the City.
(4) Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to
subrogation that any insurer of said Consultant may acquire against the City by virtue
of the payment of any loss under such insurance. Consultant agrees to obtain any
endorsement that may be necessary to affect this waiver of subrogation, but this
provision applies regardless of whether or not the City has received a waiver of
subrogation endorsement from the insurer.
(5) Self -Insured Retentions: Self -insured retentions must be declared to and approved by
the City. The City may require the Consultant to purchase coverage with a lower
retention or provide proof of ability to pay losses and related investigations, claim
administration, and defense expenses within the retention. The policy language shall
provide, or be endorsed to provide, that the self -insured retention may be satisfied by
either the named insured or City.
(6) Acceptability of Insurers: Insurance is to be placed with insurers authorized to
conduct business in the state with a current A.M. Best's rating of no less than A:VII,
unless otherwise acceptable to the City.
(7) Verification of Coverage: Consultant shall furnish the City with original Certificates
of Insurance including all required amendatory endorsements (or copies of the
gpl2licable policy language effecting coverage requiredby this clause) and a copy of the
Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements
to City before work begins. However, failure to obtain the required documents prior to
the work beginning shall not waive the Consultant's obligation to provide them.
The City reserves the right to require complete, certified copies of all required insurance
policies,including endorsements required by these specifications, at any time.
(8) Subcontractors: Consultant shall require and verify that all subcontractors maintain
insurance meeting all the requirements stated herein, and Consultant shall ensure that
City is an additional insured on insurance required from subcontractors.
(9) Special Risks or Circumstances: City reserves the right to modify these requirements,
including limits, based on the nature of therisk, prior experience, insurer, coverage, or
other special circumstances.
8. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
employees, contractors, special counsel, and representatives from liability: (1) for personal injury,
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damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
injury, including death, and claims for property damage, which may arise from the negligent operations
of the Consultant or its subcontractors, agents, employees, or other persons acting on their behalf which
relates to the services described in section 1 of this Agreement; and (2) from any claim that personal
injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms
of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all
claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have
been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects,
arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs
for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding
any action by a third party challenging the validity of this Agreement, or asserting that personal injury,
damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises
by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions
with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to
the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives,
and employees against any and all liability, including costs, and attorney's fees, for infringement of any
United States' letters patent, trademark, or copyright contained in the work product or documents provided
by Consultant to the City pursuant to this Agreement.
10. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs
incurred under this Agreement and any services, expenditures, and disbursements charged to the City for
a minimum period of three (3) years, or for any longer period required by law, from the date of final
payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of
such records and any other documents created pursuant to this Agreement during regular business hours.
Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this
Agreement for a period of three (3) years from the date of final payment to Consultant under this
Agreement.
11. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is
reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or
disclose such information except in the performance of this Agreement, and further agrees to exercise the
same degree of care it uses to protect its own information of like importance, but in no event less than
reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
information includes not only written information, but also information transferred orally, visually,
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electronically, or by other means. Confidential information disclosed to either party by any subsidiary
and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and
nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources;
(b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by
operation of law; or (e) is independently developed by the Consultant without reference to information
disclosed by the City.
12. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interest and shall not have interests, direct or indirect,
which would conflict in any manner with performance of services specified under this Agreement.
13. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be
in writing and shall be deemed to be properly given if delivered in person or mailed by first class or
certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided
in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (1\4-21)
P.O. Box 1988
Santa Ana, CA 92702
To Consultant: Green Gardens Group (G3)
Attn: Pamela Berstler
149 S. Barrington Avenue, Suite 758
Los Angeles, CA 90049
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail, communication
shall be effective or deemed to have been given three (3) days after it has been deposited in the United
States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by
fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time
set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth
above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays
shall be excluded.
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14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or
written, between the parties. In the event of a conflict between the terms of this Agreement and any
attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except
by written instrument signed by the City and by an authorized representative of Consultant. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or
in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or agreements,
orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not
embodied herein.
15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written
consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
the City's ability to have any of the services which are the subject to this Agreement performed by City
personnel or by other Consultants retained by City.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by
the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving
the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed
a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver
constitute a continuing waiver unless the writing so specifies.
17. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination.
In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for
all services performed by Consultant prior to receipt of such notice of termination, subject to the following
conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver
to the City all work product completed as of such date, and in such case such work product
shall be the property of the City unless prohibited by law, and Consultant consents to the
City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
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18. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information,
or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or
other employment related activities or any services provided under this Agreement. Consultant affirms
that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws
and regulations.
19. JURISDICTION -VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined
and governed by the laws of the State of California. Both parties further agree that Orange County,
California, shall be the venue for any action or proceeding that may be brought or arise out of, in
connection with or by reason of this Agreement.
20. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and
required by the laws and regulations of the United States, the State of California, the City of Santa Ana
and all other governmental agencies. Consultant shall notify the City immediately and in writing of its
inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability
shall be cause for termination of this Agreement.
21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power,
authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indemnify City fully, including reasonable costs and attorney's fees, for any
injuries or damages to City in the event that such authority or power is not, in fact, held
by the signatory or is withdrawn.
b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
[signatures on next page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above
written.
APPROVED AS TO FORM
SONIA R. CARVAL.HO
City Attorney
By:
'irrandon Salvatierra
Deputy City Attorney
RECOMMENDED FOR APPROVAL
�Nabil Saba, P.E.
Executive Director
Public Works Agency
CITY OF SANTA ANA
1,740wexw-
/Womas R. Hatch
Interim City Manager
CONSULTANT
ame: Pamela Berstler
Title: CFO
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104*4 lei I loll IV
REVISED SCOPE OF WORK
Landscape Transformation Series
Program Overview
Provide a comprehensive landscape transformation program educating community members
on transforming approximately 1,000 sf of turf into a Watershed Wise landscape. This program
includes a landscape design and three-four in -person workshops that address key aspects of
creating such gardens, as described below. PWA Water Resources Division staff will be present
at all Hands -On Workshops for entirety of event.
Learning Objectives
• Evaluate a property as though it were a mini -watershed
• Use Soil Food Web principles to remove lawn without chemicals and build living soil
• Size and site a rain capture area that holds onto first flush
• Review irrigation methods and practices to maximize water use efficiency
• Select and place plants on a property according to water needs and key design principles
• Tips and techniques for compost and making a healthy soil sponge
Hands -On Workshops - Descriptions
Day 1- Contour for Rainwater / Build Soil Sponge
A two-hour workshop in the field that teaches participants how to:
• Design the layout of a rain garden (including siting and sizing)
• Contour the soil for rainwater capture
• Build living soil through sheet mulching
• Use compost in soil health
Day 2 - Install Plants and Drip Irrigation
A two-hour workshop in the field that teaches participants how to:
• Identify and select climate appropriate plants,
• Use natives in a garden
• Interpret a planting plan
• Properly install plants
• Install an efficient drip irrigation system
Maintenance/Stewardship
A one -hour, Hands-on Workshop, that teaches participants how to:
• Develop a seasonal maintenance plan for shrubs and trees
• Manage weed/grass re -growth
• Maintain soil health
• Check and maintain drip irrigation system
• Identify pest problems and recommend solutions
11Page
Project #1 Overview
Provide a comprehensive program educating Girl Scouts and community members on
transforming approximately 1,000 sf of turf into a Watershed Wise landscape. This program
includes a landscape design, and three in -person workshops that address key aspects of
creating such gardens, as described below.
Landscape Design of Demonstration Garden — Delhi Park
Delhi Park project
• Zoom and phone calls with stakeholders to confirm parameters of project, design
preferences, logistics, and any relevant codes or restrictions.
• Visit site to discuss design direction, logistics, any potential challenges, and for Designer to
take measurements and photos for the base plan.
• Develop a draft of the plan with 4 pages: Site Map, Demo Plan, Hardscape Plan and
Grading Plan
New Landscape Design of Demonstration Garden — Corporate Yard
• Zoom and phone calls with stakeholders to confirm parameters of project, design
preferences, logistics, and any relevant codes or restrictions.
• Site visit(s) to discuss design direction, logistics, any potential challenges, and for Designer
to take measurements and photos for the base plan.
o Additional visits for construction observation during build phase — number and
timing TBD.
Develop a landscape plan that meets with the principles of a Watershed Wise landscape,
the objectives of City of Santa Ana Water Conservation.
o Maximum two drafts of landscape plan.
o Plan will include a conceptual drawing for grading and drainage, planting plan and
native plant list, and irrigation hydrozone plan.
G3 Responsibilities - Hands on Workshops and Design
• Provide two G3 Qualified Instructors for each education event + Others as needed (TBD)
• Coordinate with Client, Contractor and other stakeholders
Client Responsibilities
• Provide site for transformation and remove turf in advance of HOWs
• All materials, equipment, and labor to implement the hands-on workshops and
complete the project
• Pay invoices for workshop preparation and instruction in a timely manner.
2 1 P a g e
Logistics
G3 complete Project #1 based on the Client's approval.
Project Deliverables
Item 1. Draft Conceptual Design
Item 2. Revisions/Comments
Item 3. Final Design
Item 4. Order Plants (coordinate with G3)
Item 5. Sod Removal (by others)
Item 6. Hardscape install (by others)
Item 7. Irrigation plumbing and irrigation laterals (by others)
Item 8. Site prep (by others)
Item 9. Hands on Workshop 1—Soil and Rainwater Capture
Prep for HOW #2 (by others)
Item 10. Hands on Workshop 2 — Planting and Irrigation
Construction completion (by others)
Item 11. Final walk thru — with City Staff
Item 12. Maintenance Workshop
3 1 P a g e
Cost Proposal (PROJECT #1): Not to Exceed $25,000.00
Project Design/Coordination —Abandoned Delhi Park Site - $3,000.00
Project Design/Coordination — New Corporate Yard Site - $12,000.00
Hands on Workshops (Instruction and coordination): $3,500.00 each x 2 HOW = $7,000.00
Maintenance Workshop— 60 minutes - $1,500.00 each x 1= $1,500.00
G3 has delivered the scope of work outlined above according to the schedule mutually
determined by Client and G3 for $23,500.00.
Ongoing Services: Consultant will provide quotes to City of Santa Ana for future projects.
Not to exceed $25,000.00
Invoicing will be submitted in accordance with the City of Santa Ana invoicing requirements.
G3 retains all intellectual property rights to the materials produced.
Pamela Berstler, CEO & Managing Member
07/17/23
Date
4 1 P a g e
Reyes, Kathia
From: City of Santa Ana < certificate- request@ctrax.jdidata.com>
Sent: Thursday, January 11, 2024 9:57 AM
To: Reyes, Kathia; MarianneS@greengardensgroup.com
Subject: Internal Notice of Compliance
u ---- -
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor
Green Gardens Group
Name:
Project
Number:
TBD (032)
Project
Agreement With Green Gardens Group (G3) For Landscape
Name:
Transformation Services
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE
POLICY NUMBER
EXPIRATION
COI DATE
FILE NAME
DATE
GENERAL LIABILITY
BP11982
07/12/2024
07/17/2023
COI_G3.pdf
SEXUALABUSE
WAIVER
01/11/2025
01/11/2024
C01_G3.pdf
WORKERS COMPENSATION AND EMPLOYERS'
WCN31433
07/12/2024
07/17/2023
COI_G3.pdf
LIABILITY
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
1 /11 /2024 12:57 PM
1