Loading...
HomeMy WebLinkAbout05 - Slurry Seal Program — Award of Contract No. 7893-1 (Project No. 21R04)Q �EwPpRT CITY OF O � z NEWPORT BEACH <,FORN'P City Council Staff Report March 9, 2021 Agenda Item No. 5 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: David A. Webb, Public Works Director - 949-644-3311, dawebb@newportbeachca.gov PREPARED BY: Andy Tran, Senior Civil Engineer, atran@newportbeachca.gov PHONE: 949-644-3315 TITLE: Slurry Seal Program — Award of Contract No. 7893-1 (Project No. 21 R04) ABSTRACT: Staff has received construction bids for the Fiscal Year 2020-21 Slurry Seal Program and requests City Council's approval to award the construction contract to American Asphalt South, Inc. This year's project covers the Balboa Peninsula, Newport Terrace, Newport Shores, Lido Isle, West Newport, and Park Lido communities, and follows the annual concrete repair program that is currently in progress. RECOMMENDATION: a) Find this project exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15301(c), Class 1 (maintenance of existing public facilities involving negligible or no expansion of use) of the CEQA Guidelines, because this project has no potential to have a significant effect on the environment; b) Approve the project plans and specifications; c) Award Contract No 7893-1 to American Asphalt South, Inc. for the total bid price of $1,042,485.00, and authorize the Mayor and City Clerk to execute the contract; and d) Establish a contingency of $20,200.00 (approximately 2 percent of total bid) to cover the cost of unforeseen work not included in the original contract. FUNDING REQUIREMENTS: Sufficient funding is available in the current Capital Improvement Program budget for the award of this contract. The following funds will be expensed: Account Description Account Number Amount General Fund 01201927-980000-21 R04 $ 1,000,000.00 Water Capital Distribution/Piping 70201931-980000-21 R04 $ 100,000.00 Total: $ 1,100,000.00 5-1 Slurry Seal Program — Award of Contract No. 7893-1 (Project No. 21 R04) March 9, 2021 Page 2 Proposed funds uses are as follows: Vendor Purpose TOTAL BID AMOUNT Amount American Asphalt South, Inc. Construction Contract $ 1,042,485.00 American Asphalt South, Inc. Construction Contingency $ 20,200.00 Geocon West, Inc. Materials Testing $ 37,315.00 Pavement Coatings Total: $ 1,100,000.00 Staff recommends establishing $20,200.00 (approximately 2 percent of total bid) for contingency purposes and unforeseen conditions associated with construction. DISCUSSION: The City of Newport Beach (City) uses and incorporates a Pavement Management Program to review, monitor and recommend proper and timely street pavement maintenance, rehabilitation and/or replacement in an effort to keep the overall City street pavement condition at or around an 80 Pavement Condition Index rating, as requested by City Council. As part of this Pavement Management Program, the City performs necessary pavement patching and crack sealing, and then applies an asphalt slurry seal coat to all residential and collector streets, as well as to City parking lots. The City tries to maintain a seven-year slurry seal cycle (the City is divided into seven areas, with one area slurry sealed each year). This annual slurry seal project is an important part of the regular preventative street maintenance and extends the life of the pavement, which in turn lowers the overall life cycle cost, as well as improves the aesthetics and rideability of the City's streets. At 10 a.m. on February 11, 2021, the City Clerk opened and read the four bids the City received for this project: The low bidder, American Asphalt South, Inc., possesses a California State Contractor's License Classification "A", as required by the project specifications. A review of references for American Asphalt South, Inc. shows satisfactory completion of similar contracts for the City and other municipalities. The low bid was 23 percent above the Engineer's Estimate of $850,000.00. The difference between the low bid and the Engineer's Estimate was primarily due to increasing costs for crack sealing, edge grinding and pavement striping. Staff has witnessed the construction costs for these various bid items increasing over the past couple of years and was hoping to see some downward movement due to the current economic climate; however, that did not materialize. 5-2 BIDDER TOTAL BID AMOUNT Low American Asphalt South, Inc. $ 1,042,485.00 2nd Roy Allan Slurry Seal, Inc. $ 1,149,345.00 3rd All American Asphalt $ 1,181,304.11 4th Pavement Coatings $ 1,189,200.00 The low bidder, American Asphalt South, Inc., possesses a California State Contractor's License Classification "A", as required by the project specifications. A review of references for American Asphalt South, Inc. shows satisfactory completion of similar contracts for the City and other municipalities. The low bid was 23 percent above the Engineer's Estimate of $850,000.00. The difference between the low bid and the Engineer's Estimate was primarily due to increasing costs for crack sealing, edge grinding and pavement striping. Staff has witnessed the construction costs for these various bid items increasing over the past couple of years and was hoping to see some downward movement due to the current economic climate; however, that did not materialize. 5-2 Slurry Seal Program — Award of Contract No. 7893-1 (Project No. 21 R04) March 9, 2021 Page 3 After the bid opening, staff received a bid protest letter from the apparent second low bidder (Attachment B), Roy Allan Slurry Seal, Inc., claiming that the apparent low bidder was nonresponsive and not a responsible bidder. American Asphalt South, Inc. submitted a response to the protest (Attachment C) as did its attorney (Attachment D). Staff has reviewed the responses and determined that American Asphalt South, Inc. complies with the bidding specification requirements and is fully qualified to complete this project. Staff recommends the City Council declare American Asphalt South, Inc. as the lowest responsive bidder. The proposed project includes distributing construction notices to affected residents and businesses; clearing existing pavement of debris, soils, and other loose materials; removing existing traffic striping, pavement markings, and raised pavement markers; weed removal and crack sealing; edge grinding; placing asphalt slurry seal; placing asphalt seal coat, installing new traffic striping and pavement markings; and other incidental items of work necessary to complete the work within the Balboa Peninsula, Newport Terrace, Newport Shores, Lido Isle, West Newport, and Park Lido communities. The project also includes seal coating and striping two large City -owned parking lots at the Balboa and Newport Piers. Pursuant to the Contract Specifications, the Contractor will have 40 working days to complete the work. If approved, the work is scheduled to start in April. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this project exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15301(c), Class 1, (maintenance of existing public facilities involving negligible or no expansion of use),of the CEQA Guidelines, because this project has no potential to have a significant effect on the environment; NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENTS: Attachment A — Location Map Attachment B — Bid Protest Letter from Roy Allan Dated February 17, 2021 Attachment C — Response Letter from American Asphalt South Dated February 23, 2021 Attachment D — Attorney Response for American Asphalt South Dated February 19, 2021 5-3 Attachment A JOHN WAYNE AIRPORT NOT TO SCALE SLURRY SEAL PROGRAM LOCATION MAP CITY OF NEWPORT BEACH PUBLIC WORKS DEPARTMENT C-7893-1 1 3/9/21 5-4 Attachment B Bid Protest Letter from Roy Allan 5-5 RL9 wR I I la INC. 11922 Bloomfield Ave, Santa Fe Springs, CA 90670 (562) 864-3366 (562) 864-6612 fax CL# 372798 February 17th, 2021 City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Attention: James M. Houlihan Deputy PWD/City Engineer RE: Bid Protest — Slurry Seal Program Contract No. 7893-1 To whom it may concern, We are formally protesting the award of Slurry Seal Program, Contract No. 7893-1, to American Asphalt South (AAS). The bid submitted by AAS is both nonresponsive and they are not a responsible bidder as required by both Public Contract Code and the contract documents. The City of Newport Beach should award this project to the lowest responsible and responsive bidder, Roy Allan Slurry Seal, Inc. American Asphalt South's bid is not responsive because they did not correctly and truthfully answer the questions contained within the bid. One page twenty of the bid documents the bidder is asked for a series of information regarding, "all arbitrations, lawsuits, settlements or the like (in or out of court) you have been involved in with public agencies in the past five years", to which AAS answersed, "N/A" to each. In addition, on page twenty-one of the bid documents in response to, "Are any claims or actions unresolved or outstanding?" AAS circled "No". Immediately under that question set the bid documents state, "Failure of the bidder to provide ALL requested information in a complete and accurate manner may be considered non- responsive." We believe AAS was nonresponsive by intentionally answering these questions falsely. AAS is in fact currently under suspension by the City of San Diego, and a complaint has been filed for permanent debarment by the City with the California Office of Administrative Hearings. AAS was aware of this at time of the bid and failed to disclose it. We believe AAS purposely mislead the City of Newport Beach to hide the seriousness of San Diego's claim. This is especially 5-6 significant considering the volume, dollar amount, and length of time AAS has held contracts with the City of San Diego, which is most likely AAS' single largest customer. In addition to the bid being nonresponsive AAS is also not a responsible bidder. Public Contract Code (PCC) section 20162 states that, "When the expenditure required for a public project exceed five thousand dollars ($5,000), it shall be contracted for and let to the lowest responsible bidder after notice". Section 1103 of the PCC defines a responsible bidder as, "a bidder who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity, and experience to satisfactorily perform the public works contract. It is clear why trustworthiness is listed as the first attribute of a responsible bidder. Before all else a public agency must be able to trust the contractor, without which the other attributes are meaningless. An agency must be able to trust that the contractor is not engaging in corrupting bidding practices, trust that they are not creating a conflict of interest by giving gifts to city employees to influence their contract, trust that they are not creating fraudulent change orders, or trust that they are not billing the city twice for completed work. These are a few of the examples cited by the City of San Diego in the attached documents to permanently debar AAS. The City of San Diego states in their claim, "The City seeks the remedy of permanent debarment rather than only temporary debarment because AAS engaged in a pattern of conduct over the course of many years whose sole aim was to deceive the City and defraud City taxpayer... Thus, the central questions under Section 22.0807(a)(7) is whether the City, in light of AAS' many acts, could ever trust AAS in the future. The answer is undoubtedly, no. This case does not involve a single "bad apple" at AAS. As the above recited allegation make clear, no fewer than four people at AAS were involved in the collusion, to include AAS' CEO (Mr. Henderson) and its Corporate Secretary (Mr. Stone)." In their Notice and of Suspension and Initiations of Debarment Proceedings to AAS the City of San Diego concludes, "It is in the best public interest to prevent harming the public's financial well-being and to maintain the public's trust to contract with contractors that do not violate the law." We believe it is also in the interest of the City of Newport Beach, and its residents, to not award the project to AAS, but award it to Roy Allan Slurry Seal, Inc, the lowest responsive and responsible bidder. Sincerely, Lawrence Allan President Roy Allan Slurry Seal, Inc. 5-7 Attachment: Excerpts from American Asphalt South's Bid Package Attachment: City of San Diego List of Suspended Persons per SDMC §22.0813(a) Attachment: City of San Diego v. American Asphalt South Attachment: Notice of Suspension and Initiation of Debarment Proceeding (City of San Diego) MU., City of Newport Beach SLURRY SEAL PROGRAM Contract No. 7893-1 INFORMATION REQUIRED OF BIDDER Bidder certifies under penalty of perjury under the laws of the State of California that the following information is true and correct: Name of individual Contractor, Company or Corporation: 104w�*V9 Business Address:+ FID /Ir4� r�".,/,c�, C'.•� p,�d� Telephone and Fax Number: .kVZ California State Contractor's License No. and Class: (REQUIRED AT TIME OF AWARD) Original Date Issued: �01/�40Expiration Date r 1 e iqv�9r� List the name and title/position of the person(s) who inspected for your firm the site of the work proposed in these contract documents: a - The following are the names, titles, addresses, and phone numbers of all individuals, firm members, partners, joint ventures, and company or corporate officers having a principal interest in this proposal: Name Title Address Telephone Corporation organized under the laws of the State of 19 5-9 The dates of any voluntary or involuntary bankruptcy judgments against any principal having an interest in this proposal are as follows: ��W All company, corporate, or fictitious business names used by any principal having interest in this proposal are as follows: X101 For all arbitrations, lawsuits, settlements or the like (in or out of court) you have been involved in with public agencies in the past five years (Attach additional Sheets if necessary) provide: Provide the names, addresses and telephone numbers of the parties; Briefly summarize the parties' claims and defenses; Have you ever had a contract terminated by the owner/agency? If so, explain. Have you ever failed to complete a project? If so, explain. For any projects you have been involved with in the last 5 years, did you have any claims or actions by any outside agency or individual for labor compliance (i.e. failure to pay prevailing wage, falsifying certified payrolls, etc.)? Yes No all 5-10 Are any claims or actions unresolved or outstanding? Yes e If yes to any of the above, explain. (Attach additional sheets, if necessary) Failure of the bidder to provide ALL requested information in a complete and accurate manner may be considered non-responsive. Bidder ';W 2// - (Print name of OvMfir or President of Corpo tion/Company) — 44&==_ Auth ked Signatureffitle Title Date On Fr_ 1 D3 ?. y Z ► ^ before me, ►P. A cd jC2/f , Notary Public, personally appeared Z 9= P, 44, o. 7: _ 6,.,6�; who proved to me on the basis of satisfactory a idence to be the person(s) whose name(s),imsf5re subscribed to the within instrument and acknowledged to me that be/slwlthey executed the same in bis!veritheir authorized capacity(ies), and that by tris/tier/their signatures) on the instrumentthe 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. RICHARD I:H'fRlILIR COMM. #2201331 z 77 *_My Notary Public • California o _ (SEAL) San Bernardino County Nntaryu lic in and for said State Comm. Fx ues Jut " 2021 My Commission Expires: 21 5-11 Purchasing & 5 D Contracting List of Suspended Persons per SDMC §22.o813(a) Name Fast Known Address Contractors Commencement Hate Expiration Date Reference License Number American Asphalt South, Inc. 11436 Santa Ana Ave_, Pon Cana, CA A,784469 June t7, 2020 PENDING 9 2337 5-12 Case 3:24-cv-00176-DMS-NLS Document 11-2 Filed 02/03/21 PagelD.401 Page 42 of 85 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Jennifer L. Riggs (SBN 204417) jriggs@meyersnave.com Ian Johnson (SBN 208713) Uohnson@meyersnave.com com MEYERS NAVE 600 B Street, Suite 1650 San Diego, CA 92101 Telephone: 619-330-1700 Attorneys for Complainant CITY OF SAN DIEGO EXEMPT FROM FILING FEES GOVT CODE § 6103 OFFICE OF ADMINISTRATIVE HEARINGS STATE OF CALIFORNIA, COUNTY OF SAN DIEGO City of San Diego, Complainant, V. American Asphalt South, Inc., a California Corporation, I OAH Case No. ACCUSATION IN ACTION FOR DEBARMENT(San Diego Municipal Code § 22.0807) CITY OF SAN DIEGO'S ACCUSATION IN ACTION FOR DEBARMENT 41 5-13 Case 3:2�-cv-00176-DMS-NLS Document 11-2 Filed 02/03/21 PagelD.402 Page 43 of 85 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 [ 11. INTRODUCTION 1. Complainant City of San Diego ("City") brings this Accusation pursuant to the San Diego Municipal Code ("Code") for an order permanently debarring Respondent American Asphalt South, Inc. ("AAS") from bidding on, being awarded or performing any contract with the City either as a general contractor or a subcontractor. The City seeks the remedy of permanent debarment rather than only temporary debarment because AAS engaged in a pattern of conduct over the course of many years whose sole aim was to deceive the City and to defraud City taxpayers. AAS' unlawful and deceitful acts — perpetrated by, among others, AAS' Chief Executive Officer and another Corporate Officer — include: • influencing and currying favor with a City employee ("Employee A") by giving "gifts" to Employee A (tickets, a trip, etc.) in violation of San Diego Municipal Code § 27.3520(f); • repeatedly conspiring with Employee A to artificially inflate prices on option contracts; conspiring with Employee A so that AAS would receive double payment for defective work; • conspiring with Employee A so that AAS would receive payment for work not performed; • conspiring with Employee A to manipulate bidding requirements and violate bidding laws; and conspiring with Employee A to unlawfully remove approved subcontractors on projects, which would have allowed AAS to increase profit margins through "self -performed" work. 2. These facts, which the City will establish at hearing, warrant the immediate and permanent debbarment of AAS under three separate provisions of the Code: ' The Code provisions related to debarment (Article 2: Administrative Code; Division 8: Debarment; §§ 22.0801-22.0819) are attached hereto as Exhibit A. 2 T CITY OF SAN DIEGO'S ACCUSATION IN ACTION FOR DEBARMENT 42 2 5-14 Case 3:2�cv-00176-DMS-NLS Document 11-2 Filed 02/03/21 PagelD.403 Page 44 W 85 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 • Section 22.0807(x)(4) — Providing for permanent debarment where a contractor "has engaged in any corrupt practice in bidding, award, administration or performance of a contract"; ■ Section 22.0807(a)(3) — Providing for permanent debarment where a contractor has engaged in collusive bidding practices; and • Section 22.0807(a)(7) — Providing for permanent debarment where a contractor "has committed an act or omission so serious or compelling in nature that it affects the present responsibility of the ... contractor to be awarded a contract or to participate as a subcontractor." II. THE PARTIES 3. The City is a local government agency and subdivision of the State of California. 4. AAS is a California Corporation having its address, on information and belief, at 114436 Santa Ana Avenue, Fontana, CA 92337. III. SPECIFIC ALLEGATIONS A. The City's SlymmSeal Contracts 5. Slurry seal is an emulsion applied to asphalt street surfaces to preserve and extend the life of the asphalt. The City regularly enters into public works contracts for the application of � slurry seal to its streets. 6. Each of the City's slurry -seal contracts is, by law, competitively bid, with the contract going to the lowest responsible bidder. A contractor who has won a slurry -seal contract must thus complete the contract at the bid price, subject only to legitimate change and field orders. In addition, any contractor bidding on a slurry -seal contract must submit an affidavit pursuant to Cal. Pub. Cont. Code § 7106 and 23 U.S.C. § 112 that its bid is genuine and has not been submitted or manipulated through collusion with another. 7. The City's slurry -seal contracts contain per-unit and lump -sum elements. For example, the application of the slurry seal itself is a per-unit item, e.g., $0.16 per square foot. Lump -sum items include bonds, mobilization costs and the cost for traffic control. These per-unit and lump elements are not subject to adjustment. CITY OF SAN DIEGO'S ACCUSATION IN ACTION FOR DEBARMENT 43 3 5-15 Case 3:2�i-cv-00176-DMS-NLS Document 11-2 Filed 02/03/21 PagelD.404 Page 45 of 85 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 8. The value of the City's slurry -seal contracts generally ranges from $2 to $4 million. The contracts also normally contain an "option" clause, which affords the City a one-time right to extend the contract at the original contract price. For example, if a $2 million contract called for the application of slurry seal to certain City streets at a price of $0.16 per square foot, the option allows the City to demand the application of slurry seal on additional City streets at a price of $0.16 cents per square foot, but only up to an additional option contract value of $2 million. The City has sole discretion whether to exercise its right under an option clause. That is, the City can either trigger the clause to get additional work done at the original contract price or can send the additional work out to public bid if that promises to result in a lower price. 9. The option clauses also contain important protections for the contractor. First, and as suggested, the value of the option contract generally cannot exceed the value of the original contract (i.e., $2 million in the example above). Second, the City can only trigger the clause within a certain period, thus limiting the time in which the contractor has to hold to its original price. 10. The City's slurry -seal contracts incorporate by express reference the City's "Whitebook Standard Specification for Public Works Construction." Section 3-4 of the Whitebook provides, among other things, that the City's Resident Engineer ("RE") on a project is to be a contractor's "single point of contact" with respect to the project and that the RE must be included in all project -related communications. This provision, when followed, ensures that the City has proper oversight over a project and that a contractor cannot prevail on others at the City in a bid to secure illegitimate price adjustments, change orders, field orders, etc. B. Employee A 11. Prior to sending a slurry -seal contract out for bid, the City prepares specifications for the project stamped by a City engineer. Employee A, no longer employed by the City, was the engineer who stamped the specifications for certain of the AAS slurry -seal contracts at issue here. Employee A also had considerable authority over the AAS contracts, including the authority to approve change orders up to $250,000, to authorize field orders up to $150,000, and, of particular CITY OF SAN DIEGO'S ACCUSATION IN ACTION FOR DEBARMENT 44 4 5-16 Case 3'2A-cv-00176-DMS-NLS Document 11-2 Filed 02/03/21 PagelD.405 Page 46 of 85 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 importance here, to decide whether to exercise the option in an AAS contract for additional work or instead to send that additional work out to public bid. 12. Employee A was not, however, the RE on any of the AAS contracts at issue. Thus, pursuant to Section 3-4 of the Whitebook, AAS was not to communicate privately with Employee A regarding any of its contracts with or work for the City. C. AAS Actions Mandating Debarment 13. AAS entered into numerous slurry -seal contracts with the City over the course of more than ten years. Throughout that time, AAS plied Employee A with unlawful gifts in a successful bid to secure Employee's A's cooperation in bilking City taxpayers. 1. Unlawful Gifts to E.mnloyee A 14. Employee A was prohibited by the Code and associated provisions in the California Code of Regulations from receiving gifts in a given year exceeding a certain combined value. (See Code §§ 27.3501-3595; Cal. Code. R. §§ 1811-18997). The maximum allowable per -year value for gifts has increased slightly over time, with the cap set at $420 for 2011 and 2012, and increasing to $500 for 2019 and 2020. AAS sought to buy favor from and influence Employee A — and did so successfully — by flouting these rules. AAS' gifts to Employee A included: • Ap_ it 13, 2012 — Tim Griffin, AAS's Operations Manager, sent an email to Employee A's private Gmail account with an invitation to a golf tournament on May 11, 2012 at Eagle Crest golf course in Escondido. Employee A responded "Thanks, Sign me up." Shortly before the tournament, Employee A sent an email to Lyle Stone, an AAS Corporate Officer, stating, "You're damn lucky you've got Tim on your side. I was going to put that Valley Slurry job back out to bid and Tim convinced me to option it to you guys. He's a tough negotiator." (emphasis added). • May 1 l . 2012 — AAS paid for Employee A to attend the 2012 Maintenance Superintendents Association Golf Tournament in San Diego. AAS purchased the Platinum Package which included an entry fee of $450 for four golfers, or $112.50 per golfer. 5 _ CITY OF SAN DIEGO'S ACCUSATION IN ACTION FOR DEBARMENT 45 5 5-17 Case 3:21 -cv-00176-DMS-NLS Document 11-2 Filed 02/03/21 PagelD.406 Page 47 of 85 l 2 3 4 5 6, 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 • March 28, 2013 — Mr. Griffin of AAS sent an email to Employee A's personal Gmail account with an invitation to attend the 2013 Maintenance Superintendents Association Golf Tournament. City Employee A responded "It's already on my calendar. Thanks Tim!" MU 28, 2013 — Employee A sent an email on his personal Gmail account to Mr. Stone to explain he had won a TV in an AAS -sponsored raffle. He wrote, "No joke. Keep it quiet," and stated, "I was joking with Tim after the raffle that you guys should have just signed the TV over to me instead of giving those people false hope." • March 26, 2014 — Mr. Griffin sent an email to Employee A's personal Gmail account inviting him to the 2014 Maintenance Superintendents Association Golf Tournament. City Employee A responded "I already reserved the date. Thanks!!" • On or about December 20, 2014 —AAS paid more than $500 for Employee A to attend a football game in Oakland, California, which included flight, hotel accommodations and tickets to the game. This gift, in itself, exceeded permissible thresholds and thus violated the law. • ,I ul y H. ?f)15 —Mr. Griffin emailed Employee A's personal Gmail account with an invitation to attend the 2015 Maintenance Superintendents Association Golf Tournament. City Employee A responded "I am all in!" Shortly after the tournament, on November 11, 2015, Employee A emailed Allan Henderson, the President and CEO of AAS, via his personal Gmail account, stating "Tim [Griffin] is a shrewd negotiator. He made me option about $6M in contracts to your company about 2 weeks ago. I wanted to go out to bid to get better pricing but he told me no." (emphasis added). ■ April 7, 2016 —Mr. Griffin sent an email to Employee A's personal Gmail account with an invitation to attend the 2016 Maintenance Superintendents Association Golf Tournament. City Employee A responded "I'll be there!" 6 6 CITY OF SAN DIEGO'S ACCUSATION IN ACTION FOR DEBARMENT 46 5-18 Case 3:2,�-cv-00176-DMS-NLS Document 11-2 Filed 02/03/21 PagelD,407 Page 48 of 85 1 2 3 4 5 6 7 8 9 101 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 261 271 281 2. AAS Conspires with Em }lo vee A to Defraud San Diego Taxpayers 15. AAS' various gifts to Employee A had their intended effect. Over the course of several years, AAS and Employee A regularly conspired in a series of acts intended to benefit AAS at the taxpayer's expense, which ranged from artificially (and unlawfully) increasing option contract prices, to securing payment for defective work, to manipulating bids and flouting bidding statutes. Moreover, and as the foregoing suggests, they often did so through secretive correspondence using Employee A's private Gmail account, which not only violates the above- described contract specifications requiring the RE's participation in all communications (Whitebook § 3-4) but also serves as compelling evidence of an intent to deceive. (a) Unlawful Increase in Contract Option Prices 16. As noted, the option clause in the City's slurry -seal contracts ensures that the City has the right to secure additional work at the original contract price. However, AAS routinely colluded with Employee A to unlawfully increase prices under option contracts to above the original contract price. AAS did this in essentially two ways: (1) increasing the per -square -foot price in the option contract, and (2) increasing the price in the option contract for traffic control. 17. Per -Square -Foot increases — A very small increase in the per -square -foot price on a slurry -seal contract — e.g., an increase of only two or three cents — can have a huge impact on overall cost given that the contracts involve many millions of square feet. The per -square -foot increases in option contracts on which AAS and Employee conspired include: • March 7, 20I3 — Employee A sent an email using his personal Gmail account to Mr. Stone of AAS, with the re line "Option Contracts." Employee A stated in the email, "[Y]ou may have noticed I significantly bumped up a few lump sum bid items to your benefit and I changed one contract you bid at $0.14/SF to $0.17/ SF." Mr. Stone responded, "I did notice that the unit price and the TC [Le., traffic control] was bumped up. I greatly appreciate that!" (emphasis added). + Mar 21, 2013 — The original contract, which AAS won on January 31, 2012, stated a price of $0.16 per square foot. Employee A triggered the contract 7 CITY OF SAN DIEGO'S ACCUSATION IN ACTION FOR DEBARMENT 47 7 5-19 Case 3:21-cv-00176-DMS-NLS Document 11-2 Filed 02/03/21 PagelD.408 Page 49 of 85 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 option on May 21, 2013, again "bumping up" the price to $0.19 per square foot. This, on information and belief, resulted in an additional payment to AAS of approximately $157,000, to which AAS was not lawfully entitled. • July 2014 — The original contract, awarded to AAS on February 27, 2013, stated a price of $0.16 per square foot. Prior to the option being triggered, Mr. Griffin of AAS emailed Employee A, again using the personal Gmail account, outlining a proposal for the option contract that increased the price to $0.22 per square foot. Employee A agreed to "bump up" certain items proposed by AAS — e.g., doubling the price for traffic control from $40,000 to $80,000 — and stated that AAS could obtain additional "bump ups" in change orders: "[You'll] make it up in about $3 or $400k in change orders for mill/paves AND check out the bonus I'm giving you guys in bid items 12, 13, & 15! PARTY! Make sure you guys get yourself a little something special." (emphasis added). October 2015 — The original contract, awarded on June 11, 2015, stated a price of $0.30 per square foot. AAS and Employee A conspired to increase the price to $.32 per square foot for the option contract, which resulted in an additional unlawful payment to AAS of more than $87,000. 18. Traffic Control — The cost for traffic control in an option contract must be commensurate to the cost in the original contract. Generally speaking, this would mean that the cost for traffic control in the option contract would go down if the option contract has a smaller scope than the original contract, i.e., fewer square feet of street. However, in several instances, AAS and Employee A colluded to increase the price of traffic control even where the option contract had a smaller scope: • May 13 —The original contract involved 7.4 million square feet and traffic control costs of $116,085. The option contract priced traffic control at $130,000 even though it involved only 6.9 million square feet. CITY OF SAN DIEGO'S ACCUSATION IN ACTION FOR DEBARMENT 48 8 5-20 Case 3:2J-cv-00176-DMS-NLS Document 11-2 Filed 02/03/21 PagelD.409 Page 50 of 85 1 2 3� 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 • May 21, 2013 — The original contract involved approximately 7.1 million square feet and a traffic control cost of $129,000. The option contract involved only circa 5.2 million square feet — some 1.8 million fewer square feet — and yet fixed traffic control costs at $135,000. • October 5. 20 15 — The original contract was for approximately 7.5 million square feet and set the price for traffic control at $148,615. The option contract increased the price of traffic control to $168,000 despite the fact it involved only approximately 6.3 million feet. 3. Double Pa meat for Defective Work 19. AAS served as the slurry -seal subcontractor on a 2012-2013 project along Aldine Drive in San Diego. City field engineers later determined that AAS's work on the project was defective and demanded remedial repairs. However, Employee A agreed to accept the work and then added the remediation work to a separate AAS contract. AAS was thus paid for defective work and then paid to cure its own defect. 4. Payment for Work Not Performed 20. On more than one occasion, AAS received payment for work it did not perform. In March 2015, for example, AAS billed the City for 300,000 linear feet of "crack seal," even though it had in fact applied only 182,000 linear feet. When City personnel balked at paying the invoice, Employee A — all the while conspiring with AAS via his private Gmail account — pressured City personnel to pay $111,000 on the invoice, although AAS was entitled to only approximately $67,000. In addition, Employee A approved a $111,000 change order under that same contract for an additional 300,000 linear feet of crack seal. AAS, on information and belief, did not apply 600,000 linear feet of crack seal under the contract and change order. 21. On another occasion in September of 2013, a member of City staff rejected an AAS invoice seeking full payment (100%) for street striping that had not been completed. Employee A then directed the staff member by email to have AAS resubmit the invoice to seek payment for 95% completion. Employee A later forwarded that email to Mr. Griffin of AAS, stating 9 9 CITY OF SAN DIEGO'S ACCUSATION IN ACTION FOR DEBARMENT 49 5-21 Case 3:2kcv-00176-DMS-NLS Document 11-2 Filed 02/03/21 PagelD.410 Page 51 of 85 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 "Obviously, don't tell them we talked." Mr. Griffin responded, "That's for sure. I'll let you know as soon I [sic] get something." 5. Manipulation of Bidding ReguirementsNiolation of Bidding Laws 22. AAS' collusion with Employee A extended to the manipulation of bids and the violation of public -bidding statutes. For example, and as discussed above in connection with AAS' "gifts" to Employee A, AAS and Employee A conspired on at least two occasions to have additional work performed under an option clause rather than sending the work out for public bid so to as obtain the lowest competitive price. As Employee A stated in an email of November 11, 2015 to AAS' CEO — sent shortly after yet another golf outing with AAS — "Tim [Griffin of AAS] is a shrewd negotiator. He made me option about $6M in contracts to your company about 2 weeks ago. I wanted to go out to bid to get better pricing but he told me no." (emphasis added). 23. AAS collusion with Employee A also extended to altering project requirements so that AAS could qualify to bid. In 2010, for example, Employee A prepared specifications for a contract in which he specified the use of a particular PASS scrub seal product. Prior to bid opening, Mr. Stone of AAS emailed Employee A to state that AAS could not obtain that product, the implication being that AAS could thus not qualify to bid. Employee A responded that he would change the specifications to allow AAS to use its own proprietary "in house" product and stated that he was willing to delay all of his projects by a month to change specifications to permit use of AAS' own product. Employee A then sent an internal email to City staff instructing them to delay bid openings. He later forwarded that internal email to Mr. Griffin, who responded, "You're the MAN!!!!!!! 1! ! ! 11 ! 1! !" Employee A replied, "[The manufacturer] doesn't have me in their pocket AND I don't take kindly to them playing dirty. It's a good thing AAS has you working for them and we both like guns." 24. AAS and Employee A also conspired to ignore public bidding rules altogether. On one occasion in February 2012, for example, Employee A offered AAS work that involved laying pavement for a library parking lot. However, and as AAS well knew, this work was not within the scope of any AAS contract and should have been put out to bid in accordance with the applicable 10 CITY OF SAN DIEGO'S ACCUSATION IN ACTION FOR DEBARMENT 50 10 5-22 Case 3:2-h-cv-00176-DMS-NLS Document 11-2 Filed 02/03/21 PagelD.411 Page 52 of 85 1 2 3 4 5 6 7 8 91 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 public contracting laws so as to secure the best competitive price. In addition, Employee A forwarded to AAS an internal email exchange among City staff, which gave AAS insider knowledge on what City staff expected, the urgency of work, and willingness to execute a contract that AAS could leverage to obtain favorable terms. 6. Attempt to Remove. Subcontractors 25. Section 4107 of the Public Contract Code prohibits general contractors from removing subcontractors from a publicly -bid and awarded contract, save in very limited circumstances not applicable here. On at least two occasions, AAS took steps to violate that statute so that it could self -perform subcontractor work and thus unlawfully increase its profit j margins. 26. In January 2014, for example, Mr. Griffin of AAS emailed Employee A regarding an option contract and stated his intent to "get rid" of one of its subcontractors, Frank & Sons, so that AAS could self -perform the work. Mr. Griffin later sent a very similar email to Employee A on another project, discussing AAS' removal of subcontractor Safe USA to allow for self - performance of the work. These are yet additional examples of AAS' steadfast willingness to flout public contracting rules to obtain a financial advantage. 7. Miscellaneous Wrongful Acts by AAS 27. Certain of AAS's acts, while clearly improper and worthy of debarment, do not fall neatly into any particular category. On June 14, 2012, for example, Tyler Skender of AAS sent an email to Employee A's personal Gmail account with the re line "June Billings for FY 11 Groups 6 7 8." Mr. Skender stated in the email, "When we spoke a couple of weeks ago, you told me to send the June billings to you before sending them to the City for your review. I have attached the 3 estimated Billings that would be completed at that time." (emphasis added). 28. Employee A responded on June 18, 2012, writing, "Looks good. I noticed the `Crack Seal' bid item is really low on the billing. Can you bill me a lot more for that and still justify it to Field [i.e., the Resident Engineer] without them questioning you?" (emphasis added). Mr. Stone of AAS replied to Employee A's email, stating in essence that a "padded bill" 11 11 CITY OF SAN DIEGO'S ACCUSATION IN ACTION FOR DEBARMENT 51 5-23 Case 3:2�-cv-00176-DMS-NLS Document 11-2 Filed 02/03/21 PagelD.412 Page 53 of 85 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 I would not work because the City — i.e., the RE — was aware that the crack seal work had been completed in May. 29. This is thus an instance in which AAS found itself unable to extract unlawful payments from the City. However, it also (1) exemplifies AAS's steadfast willingness to collude with Employee A by, among other things, shutting the RE out of communications relating to pricing and billing; and (2) establishes that AAS and Employee A conspired to bilk the City and its taxpayers almost as a matter of course. 30. Yet another miscellaneous act of collusion occurred in February 2016, when AAS sought to increase the unit price for asphalt pavement repair and other items. After City staff rejected the request, Mr. Griffin of AAS emailed Employee A's personal Gmail account asking him to intervene on AAS' behalf. Employee A then secretly counseled Mr. Griffin via Gmail emails to hold onto work force reports required by the City until the City caved and acquiesced to AAS' demands. This only underscores AAS' willingness to go outside contractually -mandated communication channels to extract concessions to which it had no legal claim. IV. LEGAL BASIS FOR PERMANENT DEBARMENT 31. Debarment should in many instances be only a temporary measure, one designed to ensure that a contractor that has engaged in lower -level misconduct does not repeat that misconduct in the future. Indeed, the Code expressly contemplates debarment for a period of one, two or three or more years. (See Code at § 22.0807(b) -(d)). However, the Code also makes clear that certain types of misconduct — persistent and collusive misconduct meant to defraud and deceive — should result in the stricter remedy of permanent debarment so as to protect the City and its taxpayers from still further harm. This case involves just that sort of misconduct. A. Cade 22.0807_(3) and (4): Corrupt Practices and Collusive 13idding 32. Section 22.0807(a)(4) of the Code provides that a contractor may be permanently debarred when it "has engaged in any corrupt practice in bidding, award, administration, or performance of a contract." Section 22.0807(a)(3) provides that permanent debarment may be ordered where a contractor has violated Section 97 of the City Charter ("Section 97"), entitled, "No Collusion in Bidding." Section 97 states: 12 12 CITY OF SAN DIEGO'S ACCUSATION IN ACTION FOR DEBARMENT 52 5-24 Case 3:2111-cv-00176-DMS-NLS Document 11-2 Filed 02/03/21 PagelD.413 Page 54 of 85 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 If at any time it shall be found that any party or parties to whom a contract has been awarded has, in presenting any bid or bids, been guilty of collusion with any party or parties in the submission of any bid or for the purpose of preventing any other bid being made, then the contracts so awarded may be declared null and void by the Council and the Council shall thereupon re - advertise for new bids for said work or the incomplete portion thereof. The Council shall debar from future bidding all persons or firms found to be in violation of this Section, or any future firm in which such person is financially interested. 33. The allegations recounted above, when established at hearing, mandate AAS' permanent debarment under both of these Code provisions. AAS, after plying Employee A with gifts over the course of several years, regularly and routinely colluded with Employee A to (1) increase amounts paid by the City for work by, among other things, "bumping up" option contract prices, (2) to violate public -bidding statutes by, inter alfa, placing additional work under option contracts when, by Employee A's own admission, the work could have been put out to public bid to obtain a better price; (3) to secure payment to AAS for work never performed; and (4) to secure double payment to AAS for work it defectively performed. This is a longstanding, well-documented and egregious pattern of misconduct warranting immediate and permanent debarment. B. Code 22.0807(a)(7): Acts and Omissions of a Serious and Compelling Nature 34. Section 22.0807(a)(7) of the Code provides that a contractor may be permanently debarred when it "has committed an act or omission so serious or compelling in nature that it affects the present responsibility of the contractor to be awarded a contract or to participate as a subcontractor." Section 1103 of the Public Contract Code explains the meaning of "responsibility" in this context, stating that a "responsible bidder" is one "who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity, and experience to satisfactorily perform the public works contract." (emphasis added). Thus, the central question 13 CITY OF SAN DIEGO'S ACCUSATION IN ACTION FOR DEBARMENT 53 13 5-25 Case 3:2�-cv-00176-DMS-NLS Document 11-2 Filed 02/03/21 PagelD.414 Page 55 of 85 1 2 3 4 5 6 7, 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 281 under Section 22.0807(a)(7) is whether the City, in light of AAS' many acts, could ever trust AAS in the future. 35. The answer is undoubtedly, no. This case does not involve an isolated incident or two, but rather involves a years -long pattern of conduct with a single aim: to take money from the City to which AAS was not entitled. Nor does this case involve a single "bad apple" at AAS. As the above -recited allegations make clear, no fewer than four people at AAS were involved in the collusion, to include AAS' CEO (Mr. Henderson) and its Corporate Secretary (Mr. Stone). Also, the fact that Employee A has left the City's employ does nothing to obviate concerns about potential misconduct by AAS in the future. AAS, left to its own devices, would simply look for some other means of circumventing contractually -mandated hierarchies and communications channels. V. PRAYER FOR RELIEF 36. Based on the foregoing allegations, each re -alleged and incorporated here, the City respectfully prays for an order permanently debarring AAS pursuant to Code §§ 22.0807(a)(3), (4) and (7). Pursuant to Code § 22.0814(a), AAS, by the order of debarment would be "excluded from submitting bids, submitting responses to requests for proposal or qualifications, receiving contract awards, executing contracts, participating as a subcontractor, employee, agent or representative of another person contracting with the City." In addition, pursuant to Code § 22.0815(a), any affiliate of AAS, as defined in Code § 22.0802, would be likewise permanently debarred. DATED: February 2, 2021 MEYERS NAVE By: Jennifer L. Riggs Ian Johnson Attorneys for Complainant CITY OF SAN DIEGO 14 14 CITY OF SAN DIEGO'S ACCUSATION IN ACTION FOR DEBARMENT 54 5-26 CITY OF SAN DIEGO KRIS MICHELL CHIEF OPERATING OFFICER June 16, 2020 Mr. Allan A. Henderson, President & CEO American Asphalt South, Inc. 14436 Santana Ave Fontana, CA 92331 Re: Notice of Suspension and Initiation of Debarment Proceedings Dear Mr. Henderson, This letter is to inform you that the City of San Diego (City) is suspending American Asphalt South, Inc., pending debarment, proceedings, along with its officers, and its affiliates under San Diego Municipal Code (SDMC) §22.0807(a)(4) and 22.0807(a)(7). The grounds for suspension pending debarment are based on the following facts and evidence: On April 13, 2020, the Office of the City Auditor issued a report entitled "Hotline Investigation of Gifts Received by a City Employee" (Attachment 2). This report prompted City staff to review and conduct a separate, internal investigation, of potential wrongdoing based on behavior identified by vendors included in the report. After conducting an internal investigation of City email correspondence and reviewing the City Auditor's confidential report, staff determined that American Asphalt South, Inc. (AAS) has acted in ways that justify debarment as described in San Diego Municipal Code Chapter 2, Article 2, Division 8 (Debarment). 1. AAS created a conflict of interest by providing gifts, travel, and entertainment to City Employee A, a public employee with the authority to award option contracts, approve change orders up to $250,000, and authorize field order money up to $150,000 on AAS contracts. City Employee A confirms he received gifts from contractors. Specifically, from AAS, tickets to a football game at Levi's Stadium in the San Francisco Bay Area, including hotel and airfare. The value of this gift totaled $563.6o. Further, City Employee A received and attended invitations to Annual MSA Golf Tournaments between 2012 and 2016. The cumulative value of these tournaments totaled $382.50 (refer to Attachment 2 for detailed information). 2. AAS has engaged in corrupt practices in the bidding, award, administration, or performance of a contract (SDMC §22.o807(a)(4)). ' The City's debarment procedures are described in San Diego Municipal Code §22.0801 through 22.o826. Refer to Attachment 1. 202 C STREET, 9TH FLOOR, NIS 9A • SAN DIEGO, CALIFORNIA 92101 5-27 Page 2 of S Mr. Allan A. Henderson, President & CEO lune i6, 2020 A contractor may be permanently debarred from City contracts when "... engaged in any corrupt practice in bidding, award, administration, or performance of a contract." For every bid submitted, AAS certified under the penalty of perjury a "Non -Collusion Affidavit" under 23 United Stated Code 112 and Public Contract Code 71o6. In all instances where AAS was a prime bidder, this certification was attested to. However, based on the examples noted within this recommendation, the evidence found during the investigation indicate AAS frequently and actively engaged in dishonest and corrupt behavior in connection with City contracts, conspired with City Employee A to receive competitive advantages, and submitted sham bids. Based on the evidence, the following corrupt practices committed by AAS staff and officers include: A. Scheming with City Employee A to extend bid opening dates and alter bidding documents via addendum to allow AAS to bid on projects. On at least one occasion, AAS obtained a competitive edge by convincing the City to accept a different slurry seal material, because AAS was unable to obtain the material that was originally called for in the invitation to bid. In an email between City Employee A and a representative from AAS, a bid item for "Scrub Seal" on the FY '10 Slurry Seal Group V project that was actively advertising, the AAS representative asked City Employee A to delete the item: AAS Representative: "You can't just delete the item." City Employee A: "Nope. It's set in stone... politics bro." In a separate email related to the same bid, a representative from AAS forwards an email between AAS and Petrochem Manufacturing, Inc. (PMI) indicating PMI has decided not to quote AAS. By PMI indicating they would not quote AAS for the proprietary product (Rubberized Emulsion Aggregate Slurry, known as REAS) specified in the bid, AAS would not be able to bid the project. Instead, working with City Employee A to change the proprietary product to a non-proprietary product, AAS put itself in a position to bid. City Employee A: "Looks like I may be switching to RPMS then. Hang tight, l just discussed this with our Purchasing Dept. and they asked me to consult with my attorney. I'll get back to you. If PMI does have the legal right to do this, then I will have to delay the bids on all my projects one more month in order to switch the product." Subsequently, the bid opening date was extended, and a change in product was made to include an "or equal clause." This permitted AAS to submit a bid to include Rubber Polymer Modified Slurry (RPMS) in lieu of the proprietary PMI product. AAS Representative: "You're the MAN!!!!!!!!! !!!! ! ' City Employee A: "PMI doesn't have me in their pocket AND I don't take kindly to them playing dirty. It's a good thingAA[S] has you working for them and we both like guns." B. Conspired with City Employee A to remove subcontractors listed in bid documents, in violation of WHITEBOOK requirements, create fraudulent change orders, and complete an excess of $715,000 of subcontractor work in-house. 5-28 Page 3 of 8 Mr. Allan A. Henderson, President & CEO June 16, 2020 Subcontractors listed on bid documents cannot be substituted without the express authorization of the City. Contractors' must follow the subcontractor substitution procedure contained within City of San Diego Standard Specifications for Public Works Construction, "The WHITEBOOK", including complying with Public Contract Code (PCC) 4107. Substitution requests must comply with one of the nine (9) reasons identified under PCC and as mirrored in the WHITEBOOK. Verification that a valid reason to substitute exists is conducted prior to authorizing such a substitution by appropriate City staff. Unauthorized, or illegal substitution of a subcontractor will result in a penalty being assessed as outlined under PCC 4110. In an email from an AAS representative and City Employee A: AAS Representative: "Here is the information on the last 2 options FY10 group III and FYio group V. FY10 group III on this one we can delete theAC item (to get rid of Frank and sons) and CCO its back in afterwards so we can do it in house. Sub out the crack seal and striping depending on the $ amount to meet the goals to meet the 15.1% subcontracting goals. FYio group Von this one we have to give the AC to PAL due to the SLBE and ELBE goals. But we could not list Safe USA for the crack seal and do it in house." The subcontractors on these projects were listed for $377,842 (Frank and Sons) and $338,340 (Safe USA) worth of work. The award to AAS was made based on low bid, but also the mandatory subcontractor participation requirements identified in the contract. Listing subcontractors to meet subcontractor participation requirements, and subsequently removing them to perform work in house is a violation. It is evident that AAS submitted a sham bid as AAS had no desire to provide the subcontract opportunities to the listed subcontractors. AAS intended to remove the subcontractors and retain the City money that would have gone to those listed subcontractors. C. Submission of unreasonably low bids with a covert understanding that City Employee A would later approve change orders and price increases. Prior to submitting its bids, AAS sought to gain a competitive advantage by asking City Employee A to comment upon or revise its bid. A representative from AAS sent an email to City Employee A regarding the bid proposal for contract Option 14 Sl. AAS Representative: "I made this sheet for you to look at." City Employee A: "See attached proposal. You guys are fleecing me! Yes, it's lower than the original contract, BUTyou'll make it up in about $3 to $400k in change orders for milVpavesAND check out the bonus I'm giving you guys in bid items 12, 13, & 15! PARTY! Make sure you guys getyourself a little something special." D. Conspiring with City Employee A to obtain favorable prices and terms on City contracts to the detriment of the City, including being paid twice for completed work, creating change orders for payment of work already listed in contract documents and submitting invoices for incomplete work. In an email exchange regarding Slurry contracts: AAS Representative: "Attached is the proposal for Granada Avenue." 5-29 Page 4 of 8 Mr. Allan A. Henderson, President & CEO June i6, 2020 City Employee A: "Thanks! Looks good. Don't think I didn't see the $75o/ton digouts. I'm going to ask Field to ask you for a quote. Stay tuned." In an email exchange for a specific contract (FYii, Group 6), Transportation & Storm Water (TSW) Staff question a quote submittal by AAS for PCC Trench Resurfacing with City Employee A: TSW Staff: "These tons were already identified in the bid docs. The contract states no additional payment shall be made for milling, grinding, or saw cutting PCC or other material. The REs don't understand why a perfectly good PCC trench cap needs removal—most likely due to failing sub around the trench. I know PAL doesn't like PCC but our contract is pretty clear. I've told the REs before that the issue is between PAL andAmerican, not us. Do you want to approve all this `extra work' that isn't?" City Employee A: "I see your point, but their claim is that it's a full digout of the PCC which by what I can tell isn't covered under milling, grinding, or saw cutting. In future overlay/slurry contracts, we're going to include a bid item for utility trench R&R." TSW Staff: "These were marked out and quantified as dig outs. What is the difference with so much PCC in the streets? AC contractors should know about San Diego streets being full of PCC trench caps. I'm missing the point of adding more bid items that don't get inspected. Contractors could claim all AC work is trench work and the RE wouldn't be the wiser. And, since Field won't enforce the contract, contractors get away with so many CCOs for `extra work'. I know, I know --it is none of my business. I'll approve all CCOs without comment." In another instance, City Employee A forwards an email exchange amongst internal City staff related to work related to the Governor Drive Library. By forwarding such exchanges, AAS is given insider knowledge on what City staff is expecting, urgency, and willingness to execute a contract. Insider information allows a bidder to formulate their bid or quote in such a way that will appear attractive to the reviewer of such quote. City Employee A: "Can you do a Type 2 over 3 on this? I'll pay the extra." AAS Representative: "I don't see why not. I'll look at it in the morning." AAS and City Employee A also plotted to alter AAS billing so that AAS could obtain more money than they were entitled to. AAS sent these communications to City Employee A's personal email account so that their scheming would not be discovered: AAS Representative: "Hi [City Employee A), When we spoke a couple of weeks ago, you told me to send the June billings to you before sending them to the City for your review. I have attached the 3 estimated billings that would be completed at that time. Please let me know if there are any changes you would like me to make." City Employee A: "Looks good. I noticed the `Crack Seal' bid item is really low on the billing. Can you bill me a lot more for that and still justify it to Field without them questioning you?" AAS Representative: "I have talked to our subcontractor for Crack Sealing and he was completely finished in May. He told me that [Name redacted] is aware of that." 5-30 Page 5 of 8 Mr. Allan A. Henderson, President & CEO June 16, 2020 City Employee A: "Ok. Submit the invoices to Field Division today. Don't worry, you'll get all that money left on the contract. Thanks. 3. American Asphalt South has committed an act or omission so serious or compelling in nature that it affects the present responsibility of the bidder or contractor to be awarded a contract or to participate as a subcontractor (SDMC §22.o8o7(a)(7)). To promote integrity in the City's contracting processes and to protect the public interest, the City shall only do business with responsible bidders and contractors. A "responsible bidder" is defined as a one that has the quality, fitness, and capacity to satisfactorily perform the proposed work, while a non -responsible bidder does not. Further, Public Contract Code section 1103 defines "responsible bidder" - means a bidder who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity, and experience to satisfactorily perform the public works contract. The City makes the determination if a contractor has the capability to fully perform contract requirements and the business integrity to justify the award of public funds. Further, in City of Inglewood- GA County Civic Center Auth. v Superior Court, 7 Cal -3d 861, 863 (1972) the court defined responsible to include attributes of trustworthiness. Based on the findings of the investigations conducted by Public Works and Office of the City Auditor, AAS has committed acts so serious that it affects their ability to perform as a responsible bidder, reveals their lack of business integrity, and puts into question their trustworthiness. The following acts committed by AAS and their staff supports these conclusions: A. AAS circumvented official City communications policy and protocol to achieve preferential treatment from City Employee A. AAS was informed through the WHITEBOOK, City bidding documents, and preconstruction meetings that a project's resident engineer is the single point of contact between the City and the contractor. AAS staff consistently sidestepped this policy and communicated directly with City Employee A on both his work and personal email accounts. Minutes of preconstruction meetings wherein AAS was a prime contractor all show the same direction was given to AAS regarding a single point of communication: "There is a single point of contact between the City and the contractor, and that is the Resident Engineer, All communication and correspondences between the City and Contractor shall be through the RE, unless agreed to otherwise by the Resident Engineer. The contractor is represented by the Superintendent." AAS continuously circumvented this direction by reaching out directly to City Employee A, instead of the assigned resident engineer. In an email exchange regarding a change in REAS to Type II Slurry, the AAS representative is showing their willingness to circumvent field engineering staff, the designated point of contact, and instead work through a project manager to get the product changed. Failure to follow clear, defined direction shows a lack of responsibility. City Employee A: "I toldyou. The lab does not approve anything. They are there to do testing. I would find out who the project manageron the job is and go through that person to 5-31 Page 6 of 8 Mr. Allan A. Henderson, President & CEO June 16, 2020 change the product. Don't ever deal with Field Division on issues like this. Tell the project manager thatyou've already spoken with me and I'm ok with using RPMS." AAS Representative: "I'll find out who the PM is." City Employee A: "I just thought of something that may help. [City employee name redacted] going to be upset if he finds outyou went around the RE and asked the project manager directly. Give me an intersection near the project and I can look up the project manager for you with his email. Then, email your question to the RE and cc the project manager. That way you're letting the project manager what you want to do AND your still dealing directly with the RE. AAS Representative: "I see, good idea!" In an email related to an invoice for a group project, an AAS representative forwards an exchange between TSW staff and AAS to City Employee A with the following question: AAS Representative: "Do we really have to deal with the field orders on March invoice?" Here, the AAS Representative is questioning the resident engineer's request to correct the invoice as submitted. The resident engineer states that money needed to be allocated to the field order for extra work and that the quantities needed to be agreed upon prior to the submittal as opposed to trying to back track charges. Another email shows an exchange forwarded by an AAS Representative to City Employee A regarding the Aldine Drive Slope Restoration project, awarded in April of 2011, where AAS was performing as a subcontractor. The scope of the project was to install a retaining wall to stabilize the slope on Aldine Drive segment between Van Dyke and Fairmount Avenues in the Kensington neighborhood. The work would also include restoration of private property, installation of irrigation, and street resurfacing and/or slurry. The application of the slurry product by AAS was showing signs of failure and noted by City staff and AAS. The AAS Representative indicated they [AAS] could make the repairs but would not be able to slurry until August to help minimize shade and dry out wet areas. AAS Representative: "Can they fix the seeping water?" City Employee A: "No." AAS Representative: "Have you decided whatyou want to do with this? This guy from (Contractor Name Redacted] is something else. He called my office wanting to talk to my boss so we gave him to [AAS Representative Name Redacted] and told him he needs to deal with me on it. Haha!!!! He said he just needs something from the city saying it is accepted because field is saying it is not. If you want I can re -slurry it again this time in a full closure in august and hope it holds until winter. just to make it go away!" A separate email string with the same email string shows a separate question after City Employee A says, "No.": AAS Representative: "Why not add it to one of my contracts and do an over lay?" The request from the AAS Representative shows a blatant disregard to the use of public funds. Instead of working to resolve the project under the warranty provisions of the 5-32 Page 7 of 8 Mr. Allan A, Henderson, President & CEO lune 16, 2020 appropriate contract [Aldine Drive Slope Restoration, referenced above], AAS shows clear intent on requesting this be moved to a separate contract and to be paid for the same work for a second time. B. City Employee A covertly forwarded and blind copied AAS staff to internal City email communications. AAS staff received City communications involving citizen complaints, contractor performance issues, billing and invoicing disputes, changes in bidding documents, and internal City email communications. AAS was privy to internal City dialogue regarding their contracts, and benefited from advanced, inside knowledge. In an internal City email exchange forwarded to an AAS representative related to a Field Engineering/Street Division Coordination Meeting, the AAS Representative becomes aware of internal discussions and concerns related to AAS invoicing: City Employee A: "FYI. Stop submitting incorrect invoices." AAS Representative: "That's not the issue. [City employee name redacted] is not making sense" City Employee A: "It's always funny to hear theirside of the story. How can there be quantity disputes every month? Why isn't the RE verifying quantities as the work occurs???" AAS Representative: "I know, we have not had any disputes on quantitiesyet that 1 know of. The on ly problem we have is the as builts not being correct until mid -month sometimes" City Employee A: "So then what's [City employee name redacted] crap about the invoices always been wrong?" AAS Representative: "She had [City employee name redacted] change the dates and move stuff around (CCO)" City Employee A: "You guys love to get abused. DON'T EVER CHANGE DATES. Make them payyou what the invoice you submit says and deal with the change orders as a separate issue." The preceding examples show the City's inability to trust AAS, as AAS was going behind the back of City employees that administer the contract, to obtain advice from City Employee A on how to gain advantages over the construction managers. These examples are not necessarily exhaustive of all communications between AAS and City Employee A. AAS has shown their willingness to manipulate prices and the contracting process. These actions make AAS a non -responsible bidder and unable to perform on City work. It is in the best public interest to prevent harming the public's financial well-being and to maintain the public's trust to contract with contractors that do not violate the law. Presentation of Evidence. Armiments. and Burden of Proof - Pursuant to SDMC section 22.o8og, an independent hearing officer will hear evidence and arguments from AAS and the City. The City shall bear the burden of proof by a preponderance of the evidence. 5-33 Page 8 of 8 Mr. Allan A, Henderson, President & CEO June 16, 2020 Debarment proceedings before an independent hearing officer and the debarment process are also governed under Administrative Regulation 25.90 (Attachment 3). The City will contact you regarding scheduling a hearing. You have the opportunity to appeal this suspension prior to the debarment hearing. If you want to appeal this suspension, you must submit a timely request to: Ms. Alia Khouri, Deputy Chief Operating Officer City of San Diego 202 C Street, 91h Floor, MS 9A San Diego, CA 92101 Upon receipt of your written appeal, I will provide you with an opportunity to appeal the suspension at an informal meeting within seventy-two (72) hours, unless there is good cause to extend the time. Refer to the attached Administrative Regulation 25.90 for additional information. By: ,:; - _- KrAlic le Chief Operating Officer Attachment(s): 1. SDMC §§ 22.0801-22.0826 - Debarment Ordinance 2. Hotline Investigation of Gifts Received by a City Employee (Report) 3. Administrative Regulation 25.90 - Procedures for Initiating Debarment and Debarment Hearings cc: Aimee Faucett, Chief of Staff, Office of the Mayor Jeff Sturak, Assistant Chief Operating Officer Rolando Charvel, Chief Financial Officer Eric Caldwell, Deputy Chief Operating Officer, Smart & Sustainable Communities Alia Khouri, Deputy Chief Operating Officer, General Services Johnnie Perkins, Deputy Chief Operating Officer, Public Utilities Matthew Helm, Chief Compliance Officer Kris McFadden, Director, Transportation Storm Water Department James Nagelvoort, Director, Public Works Department Kristina Peralta, Director, Purchasing & Contracting Department Myrna Dayton, Assistant Director, Public Works Department Cassandra Mougin, Deputy City Attorney, Office of the City Attorney Christina Rae, Deputy City Attorney, Office of the City Attorney Claudia C. Abarca, Deputy Director, Public Works Department 5-34 ATTACHMENT C American Asphalt South, Inc. February 23, 2021 City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Attn: James M. Houlihan Re: Protest letter for Slurry Seal Program; Contract No. 7893-1 This letter -is in response to the protest letter received by the City of Newport Beach from Roy Allan Slurry Seal for the above referenced projects. First, regarding American Asphalt South, Inc. putting N/A for all arbitrations, lawsuits, settlements, or the like, we did not list the City of San Diego's case because it just filed and it does not pertain to our quality or performance of work which was our interpretation of the question. We are currently investigating the matter regarding the City of San Diego with our Attorneys and trying to understand the basis for their claims. We are confident that this matter will eventually be resolved. Please note that we are not debarred, and we are currently working for the City of San Diego on four existing contracts that will not be completed until the Spring of 2021. Regarding the second matter, with our circling "NO" for the question pertaining to any claims or actions by any outside agency or individual for labor compliance, the answer is correct. Once again, Roy Allan Slurry Seal attempted to use a bogus case filed by the Laborer's Union several years ago and sued us to try to get them awarded jobs that we were low bidder on and they or Doug Martin Contracting were second. This matter was resolved over five years ago but I believe we received a check for Attorney Fees from Roy Allan Slurry Seal and Doug Martin Contracting just last year. We have worked for the City of Newport several times and I am confident that our performance has never been an issue. We look forward to being awarded this project and anticipate continuing our successful working relationship with the City of Newport Beach Sh 7eA,� Jeff Petty President www.americanasphaltsouth.com Lic. # 784969 MAILING ADDRESS: P.O. BOX 310036 • FONTANA, CA 92331 • PHYSICAL ADDRESS: 19792 EL RIVINO ROAD • RIVERSIDE, CA 92509 • (909) 427-8276 • FAX (909) 427-8279 5-35 Attachment D Attorney Response for American Asphalt South 5-36 ATKINSON, ANDELSON, LOYA, RUUD & ROMO A PROFESSIONAL LAW CORPORATION FRESNO PLEASA NTON (559) 225-6700 ATTORNEYS AT LAW (925) 227-9200 IRVINE 12800 CENTER COURT DRIVE SOUTH, SUITE 300 RIVERSIDE (949) 453-4260 CERRITOS, CALIFORNIA 90703-9364 (951) 683-1122 (562) 653-3200 - (714) 826-5480 MARIN SACRAMENTO (628) 234-6200 (916) 923-1200 FAX (562) 653-3333 PASADENA WWW•AALRR.COM SAN DIEGO (626) 583-8600 (858) 485-9526 OUR FILE NUMBER: SOgle@aalrr.com (949) 53 6-22 25 008905.00027 31562416.1 February 19, 2021 VIA EMAIL AND OVERNIGHT MAIL City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Re: Slurry Seal Program, Contract No. 7893-1 Bid Protest by Roy Allan Slurry Seal, Inc. Dear Mr. Tran, Our firm represents American Asphalt South, Inc. ("AAS") and we are writing in response to letter from Lawrence Allan, president of Roy Allan Slurry Seal, Inc. ("Roy Allan"), dated February 17, 2021. Roy Allan is protesting the bid AAS submitted for the above -referenced project/bid. The Project Bids On September 25, 2020, the City of Newport Beach opened bids for Slurry Seal Program Contract No. 7893-1 (the "Project"). AAS is the apparent lowest responsive responsible bidder and Roy Allan is the second lowest bidder. In a letter dated February 17, 2021, Roy Allan protests the bid submitted by AAS and alleges without evidence that AAS intentionally provided false answers in its bid to conceal legal disputes with the City of San Diego. As discussed below, the bid protest from Roy Allan is without merit as AAS's bid is responsive and there is no basis to award a contract for the Project to any bidder other than American Asphalt. Roy Allan's protest baselessly imputes nefarious motives on AAS in an attempt to poach the Project contract at a significantly higher cost to the City of Newport Beach. In contrast to the conniving scheme that Roy Allan has manufactured from whole cloth, the reality of the situation is far more banal. The answers cited in Roy Allan's letter regarding a lack of recent litigation were the result of a simple misunderstanding on the part of AAS. As Southern California's largest slurry contractor, AAS completes many bids in connection with dozens of public entities since its formation in 1999. Many of these bid documents include a similar question regarding recent and ongoing litigation—but with a critical difference that they limit relevant actions to only those involving breach of contract claims. AAS has a proven track record as the premiere slurry contractor in Southern California and it has never been sued for breach of contract in its existence. In answering "N/A" in response to the questions regarding recent and ongoing 5-37 ATKINSON, ANDELSON, LOYA, RUUD & ROMO City of Newport Beach February 19, 2021 Page 2 litigation with public agencies, AAS provided a truthful answer to the question it mistakenly believed the document to be asking (i.e., has AAS been involved in any recent legal disputes with any public agencies involving breach of contract claims?). In fact, Roy Allan's desperate attempt to paint AAS a fraudulent schemer attempting to "pull a fast one" falls apart upon even a cursory reflection. No one is more aware than AAS that its ongoing and highly publicized disputes with the City of San Diego have been very public knowledge for the better part of a year—in no small part due to Roy Allan's repeated efforts to divert work rightfully awarded to AAS by parroting unproven and erroneous allegations as if they were fact. In light of the numerous newspaper articles and television news casts, it is frankly absurd that anyone would believe that AAS is operating under an illusion that it could much less would—keep its disputes with the City of San Diego a secret, particularly from the other cities with which AAS has performed public contracts for decades. To the contrary, AAS has been and will remain transparent regarding its vigorous defense against the City of San Diego's misrepresentations and distortions, and AAS looks forward to its ultimate exoneration. Litigation With The City Of San Diezo Contrary to Roy Allan's groundless allegations, AAS has nothing to hide. Below is an explanation of the details related to each of AAS's recent and ongoing legal disputes with a public agency—all of which solely involve the City of San Diego. In total, AAS and the City of San Diego have been involved in three lawsuits (or comparable actions) in the last year. First, on October 20, 2020, AAS filed a petition for writ of mandate with the Superior Court of San Diego (Case No. 37-2020-00038338-CU-WM-CTL) in connection with numerous Public Records Act requests that the City of San Diego had wrongfully failed to execute. The requested documents were (and remain) critical and time -sensitive as the withheld documents represented the purported evidence by which the City of San Diego suspended AAS on June 16, 2020. Nonetheless, the City of San Diego dragged its feet for months and still has yet to produce records in response to requests that AAS submitted as early as July 2, 2020—over seven months ago. As the City of San Diego has yet to comply with its obligations under the Public Records Act, this lawsuit is still pending. Second, as of late January 2021, AAS had been suspended from bidding on public contracts with the City of San Diego for more than seven months based on unproven and inaccurate allegations. Since November of 2020, AAS has repeatedly requested the City of San Diego to schedule the evidentiary hearing so that AAS may exonerate itself and debunk the false allegations that Roy Allan has so actively sought to spread for its own financial benefit. However, the City of San Diego repeatedly refused to even initiate the process that would lead to the scheduling of the hearing by failing to file its accusation with the Office of Administrative Hearings. In fact, the City of San Diego violated its own regulations by failing to initiate this process within 30 days of 5-38 ATKINSON, ANDELSON, LOYA, RUUD & ROMO City of Newport Beach February 19, 2021 Page 3 issuing the suspension.1 Instead, AAS's supposedly temporary suspension—which began on June 16, 2020—was prolonged for months as a result of the City of San Diego's inexcusable delays. As a result, AAS has been effectively debarred without any opportunity to rebut the supposed evidence, which is a compilation of mischaracterized and misinterpreted snippets emails without context. Thus, on January 29, 2021, AAS filed a second lawsuit against the City of San Diego, this time before the United States District Court for the Southern District of California (Case No. 3:21-cv-00176-DMS-NLS), seeking a preliminary injunction against the continued enforcement of the improperly extended suspension without a hearing. Third, after unjustifiably delaying for over seven months, the City of San Diego finally filed its accusation the very next business day after AAS filed its complaint for a preliminary injunction. Now that the accusation has been filed, AAS and the City of San Diego can finally schedule the evidentiary hearing, which will likely be held in June 2021. AAS eagerly looks forward to its hearing and has no doubt that it will be exonerated and its business practices vindicated. Bid Responsiveness And Bidder Responsibility A contract advertised for bid under mandatory competitive bidding statutes must be awarded to the lowest "responsive" and "responsible" bidder. Public Contract Code § 20162. As a result, a contract must be awarded to the lowest responsive bidder unless it is found that bidder is not responsible. "A bidder is responsible if it can perform the contract as promised. A bid is responsive if it promises to do what the bidding instructions require." Bay Cities Paving & Grading, Inc. v. City of San Leandro, 223 Cal. App. 4th 1181, 1187 (2014). A mistake in a bid must be material to render the bid nonresponsive. See Valley Crest Landscape, Inc. v. City Council, 41 Cal. App. 4th 1432, 1443 (1996). Here, AAS's bid is responsive as it undoubtedly promises to do what the bidding instructions require. Not even Roy Allan's protest claims that AAS's bid fails to comply with specifics of the Project. As noted above, AAS did mistakenly misinterpret the bid instructions concerning its ongoing litigation with the City of San Diego, but that innocuous and immaterial mistake does not render the entirety of the bid non-responsive. Indeed, two of three belatedly disclosed actions solely involve allegations against San Diego, not AAS. The final proceeding, as discussed in detail below, has not resulted in any finding of wrongdoing by any judicial or other governmental entity. Thus, the wholly inadvertent mistake in AAS's bid is immaterial and there is no basis to find it nonresponsive. Furthermore, AAS is a responsible bidder as it can perform the contract as promised. Any arguments to the contrary are definitively rebutted by the fact that AAS has successfully and efficiently performed similar contracts for the City of Newport Beach and many other public ' See S.D. Admin. Reg. No. 25.90 § 4.2.7 ("When a bidder is suspended, the Chief Operating Officer should appoint a Board or an independent hearing officer to hear the debarment within a reasonable amount of time, based on the circumstances of the case, not to exceed 30 calendar days unless the bidder or contractor presents good cause to extend the time.") 5-39 ATKINSON, ANDELSON, LOYA, RUUD & ROMO City of Newport Beach February 19, 2021 Page 4 agencies, resulting in considerable savings to their respective taxpayers. The protest appears to argue that the unproven allegations raised by the City of San Diego are sufficient for the City of Newport Beach to redirect the Project contract to Roy Allan. However, in accordance with binding California Supreme Court precedent, before a bid can be awarded to anyone other than the lowest bidder, the public body must "afford [the bidder] an opportunity to rebut such adverse evidence, and permit him to present evidence that he is qualified to perform the contract." City ofinglewood-L.A. Cty. Civic Ctr. Auth. Superior Court, 7 Cal.3d 861, 871 (1972). AAS remains eager and willing to rebut any purported evidence of wrongdoing, but Roy Allan's protest provides none. Instead, the protest merely regurgitates untenable assertions that the City of San Diego has alleged but has been (and will remain) unable to prove. Thus, AAS remains a responsible bidder and awarding this bid to anyone other than AAS would violate Public Contract Code section 20162 and the binding California Supreme Court decision in City of Inglewood. Request for Notices Our firm, on behalf of AAS, further requests the following: 1. Pursuant to Government Code §54954.1, mailed notice of all meetings of the City Council at which any issues pertaining to the award of a contract for the Project is on the agenda, as well as a copy of all documents constituting the agenda packet. If there is any fee associated with this request, please provide that information to the undersigned immediately by facsimile (562-653-3333) or email (sdauscher@aalrr.com), so we can promptly pay any fees; 2. We request to be informed by facsimile (562-653-3333) or email (sdauscher@aalrr.com) as soon as any staff reports or recommendations concerning any issues pertaining to the award of a contract for the Project are available, so we can immediately inspect such reports or recommendations; and 3. Pursuant to Government Code §54954.3(a), an opportunity to address the City Council before or during consideration of any issues pertaining to the award of the Contract. Conclusion AAS's bid as submitted is responsive and any arguments by Roy Allan to the contrary are meritless. Furthermore, AAS's proven track record of quality service for the City of Newport Beach and many other public entities establishes that AAS has the ability to perform the Project as described in the bid proposal. In contrast, no one—including the City of San Diego and Roy Allan—has provided any evidence to show AAS is not a responsible contractor. Any determination to pass over AAS based on bidder responsibility issues triggers AAS's due process 5-40 ATKINSON, ANDELSON, LOYA, RUUD & ROMO City of Newport Beach February 19, 2021 Page 5 rights including a hearing before the City Council to rebut any finding that AAS is not a responsible contractor. Thank you for your consideration. We look forward to receiving the City of Newport Beach's determination in this matter as soon as possible. If you would like AAS to address any other issues related to its bid for the Project, please contact us. Nothing in this letter shall be construed as a waiver of the AAS's rights or remedies which are expressly reserved. Very truly yours, ATKINSON, ANDELSON, LOYA, RUUD & ROMO Shawn M. Ogle SZO:AWS 5-41