18-0221_BRIGHTVIEW LANDSCAPE SERVICES, INC._Letter Agreement32400 PASEO ADELANro
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 4931053 FAX
It It It corpfit au'cgneliunn.o/V
FEBRUARY 21, 2018
JOSE SOTO, BRIGHTVIEW LANDSCAPE SERVICES INC.
1900 S. LEWIS STREET
ANAHEIM, CA 92805
Dear Mr. Soto,
Letter Agreement for Landscape Services
MEMBERS OF THE CIN COUNCIL
SERGIO FARIAS
KERRY K FERGUSON
BRIAN L. MARYOTT
PAM PATTERSON, ESQ.
DEREK REEVE
This letter shall be our Agreement ("Letter Agreement") regarding the Landscape Services
described below ("Services") to be provided by Brightview Landscape Services Inc.
("Consultant") as an independent contractor to the City of San Juan Capistrano (the "City") for
the City's Riding Park Recycled Water Site Conversion ("Project"). Consultant is retained as
independent contractor and is not an employee of the City. City and Consultant are sometimes
referred to herein as "Party" or "Parties."
The Services to be provided include the following: The Services to be provided are more
particularly described in the Scope of Services attached hereto as Exhibit "A" and are
incorporated herein by reference. Services on the Project shall begin immediately and shall be
completed by May 4, 2018, unless extended by the City in writing.
Consultant shall perform all Services under this Letter Agreement in a skillful and competent
manner, consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California, and consistent with all applicable laws.
Consultant represents that it, its employees and subcontractors have all licenses, permits,
qualifications and approvals of whatever nature that are legally required to perform the Services,
including a City Business License, and that such licenses and approvals shall be maintained
throughout the term of this Letter Agreement.
Consultant has represented to the City that certain key personnel will perform and coordinate the
Services under this Letter Agreement. Should one or more of such personnel become
unavailable, Consultant may substitute other personnel of equal competence upon written
approval of the City. In the event that the City and Consultant cannot agree as to the substitution
of key personnel, the City shall be entitled to terminate this Letter Agreement for cause. The key
personnel for performance of this Letter Agreement are as follows: Jose Soto
Compensation shall be based on the actual amount of time spent in adequately performing the
Brightview Letter Agreement - RP RW Site Conversion
Brightview Landscape Services Inc.
February 21, 2018
Page 2 of 5
Services, and shall be billed at the unit rates indicated in the Consultant's rate sheet, attached
hereto as Exhibit "A" and incorporated herein by reference. The total compensation shall
include the bid amount of $13,875.00, plus a 10% contingency amount of $1,385.00 for
approved change orders, for a total not to exceed amount of $15,260.00 without written approval
of the CITY MANAGER. Consultant's invoices shall include a detailed description of the Services
performed. Invoices shall be submitted to the City on a monthly basis as performance of the
Services progresses. The City shall review and pay the approved charges on such invoices in a
timely manner.
Consultant is aware of the requirements of California Labor Code Section 1720, 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. Since the
Services are being performed as part of an applicable "public works" or "maintenance" project,
as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more,
Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide
Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement
of this Letter Agreement. Consultant shall make copies of the prevailing rates of per diem wages
for each craft, classification or type of worker needed to execute the Services available to
interested parties upon request, and shall post copies at the Consultant's principal place of
business and at the project site. 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.
Since the Services are being performed as part of an applicable "public works" or "maintenance"
project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all
subconsultants performing such Services must be registered with the Department of Industrial
Relations. Consultant shall maintain registration for the duration of the Project and require the
same of any subconsultants, as applicable. This Project may also be subject to compliance
monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's
sole responsibility to comply with all applicable registration and labor compliance requirements.
Consultant shall provide proof of commercial general liability, business auto liability, and
professional liability/errors and omissions insurance to the City in amounts and with policies,
endorsements and conditions required by the City for the Services. The City, its elected officials,
officers, employees, agents and authorized volunteers shall be named as Additional Insureds on
Consultant's policies of commercial general liability and automobile liability insurance. If
Consultant is an employer or otherwise hires one or more employees during the term of this
Project, Consultant shall also provide proof of workers compensation coverage for such
employees, which meets all requirements of State law, with endorsements and conditions
required by the City.
The City may terminate this Letter Agreement at any time with or without cause. If the City
finds it necessary to terminate this Letter Agreement without cause before Project completion,
Brightview Letter Agreement - RP RW Site Conversion 2
Brightview Landscape Services Inc.
February 21, 2018
Page 3 of 5
Consultant shall be entitled to be paid in full for those Services adequately completed prior to the
notification of termination. Consultant may terminate this Letter Agreement only upon 30
calendar days' written notice to the City only in the event of City's failure to perform in
accordance with the terms of this Letter Agreement through no fault of Consultant.
To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its
directors, officials, officers, employees, volunteers and agents free and harmless from any and all
claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind,
in law or equity, to property or persons, including wrongful death, in any manner arising out of,
pertaining to, or incident to any alleged acts, errors or omissions of Consultant, its officials,
officers, employees, subconsultants, consultants or agents in connection with the performance of
the Consultant's Services, the Project or this Letter Agreement, including without limitation the
payment of all consequential damages, expert witness fees and attorneys' fees and other related
costs and expenses. 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 out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of the Consultant. Consultant's obligation to indemnify shall
survive expiration or termination of this Letter Agreement, and shall not be restricted to
insurance proceeds, if any, received by the City, its officials, officers, employees, agents, or
volunteers.
Consultant shall keep itself fully informed of and in compliance with all local, state and federal
laws, rules and regulations in any manner affecting the performance of the Project or the
Services, including all Cal/OSHA requirements; all emissions limits and permitting requirements
imposed by the California Air Resources Board (CARB) or other governmental agencies; and all
water quality laws, rules and regulations of the Environmental Protection Agency, the State
Water Resources Control Board and the City.
By executing this Letter Agreement, Consultant verifies that it fully complies with all
requirements and restrictions of state and federal law respecting the employment of
undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of
1986, as may be amended from time to time. Consultant shall maintain records of its
compliance, including its verification of each employee, and shall make them available to the
City or its representatives for inspection and copy at any time during normal business hours. The
City shall not be responsible for any costs or expenses related to Consultant's compliance with
the requirements. To the same extent and under the same conditions as Consultant, Consultant
shall require all of its subcontractors, sub -subcontractors and consultants performing any work
relating to the Project or this Letter Agreement to make the same verifications and comply with
all requirements and restrictions provided herein. Consultant's failure to comply or any material
misrepresentations or omissions relating thereto shall be grounds for terminating this Letter
Agreement for cause.
By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700
of the California Labor Code which require every employer to be insured against liability for
Workers' Compensation or to undertake self-insurance in accordance with the provisions of that
Brightview Letter Agreement - RP RW Site Conversion
Brightview Landscape Services Inc_
February 21, 2018
Page 4 of 5
Code, and agrees to comply with such provisions before commencing the performance of the
Services. Finally, Consultant represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment in violation of
state or federal law. As provided for in the indemnity obligations of this Letter Agreement,
Consultant shall indemnify City against any alleged violations of this paragraph, including, but
not limited to, any fines or penalties imposed by any governmental agency.
This Letter Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Letter Agreement, the action shall
be brought in a state or federal court situated in Orange County, State of California. In addition
to any and all contract requirements pertaining to notices of and requests for compensation or
payment for extra work, disputed work, claims and/or changed conditions, Consultant must
comply with the claim procedures set forth in Government Code sections 900 et sea. prior to
filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit
based upon the Government Code claims shall be limited to those matters that remain unresolved
after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions
have been followed by Consultant. If no such Government Code claim is submitted, or if any
prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant
shall be barred from bringing and maintaining a valid lawsuit against the City.
Consultant shall not assign, sublet, or transfer this Letter Agreement or any rights under or
interest in this Letter Agreement without the written consent of the City, which may be withheld
for any reason. This Letter Agreement may not be modified or altered except in writing signed
by both parties. Except to the extent expressly provided for in the termination paragraph, there
are no intended third party beneficiaries of any right or obligation of the Parties.
This is an integrated Letter Agreement representing the entire understanding of the parties as to
those matters contained herein, and supersedes and cancels any prior oral or written
understanding or representations with respect to matters covered hereunder. Since the Parties or
their agents have participated fully in the preparation of this Letter Agreement, the language of
this Letter Agreement shall be construed simply, according to its fair meaning, and not strictly
for or against any Party. The captions of the various paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content or intent of this
Letter Agreement.
Consultant warrants that the individual who has signed this Letter Agreement has the legal
power, right and authority to make this Letter Agreement and bind the Consultant hereto. If you
agree with the terms of this Letter Agreement, please indicate by signing and dating where
indicated below.
Brightview Letter Agreement - RP RW Site Conversion 4
Brightview Landscape Services Inc.
February 21, 2018
Page 5 of 5
CITY OF SAN JUAN LAPIS RANO?
AlBein
�
(A
Nu'
marcs iYrorr s. Citv �Ierk
Approved As To Form:
Cilf Attorney
Brightvlew Letter Agreement- RP RW Site Conversion
BRIGHTVIEW LANDSCAPE SERVICES
INC.
Si Ure l
Printed Name
C ` V1 lir N •--0,
Title
Date
February 21, 2018
BrightView Page 1 of 2
Proposal for Extra Work at
City Of San Juan Capistran
Property Name City Of San Juan Capistran Contact Mike Marquis
Property Address 32400 Paseo Adelanto To City of San Juan Capistrano
San Juan Capistrano , CA 92675 Billing Address Attn.- Mark Buberi 32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Project Name Rancho Mission Viejo Riding Park Recycled water Conversion
Project Description Installation of 9 signs, potable water tags(224) and Hose bib Vacuum breakers to
hose bibs (223)
Scope of Work
QTY
.... ..................
UoM/Size
I ...... ...... I .........
Material/Description
I................
Unit Price
Total
9.00
EACH
.... ,.................. ..I.. ..... .... _ _............. I...........
Furnish and install 9 Recycled water signs
_ . .
$280.00
$2,520.00
223.00
EACH
Furnish and install Hose bib Vacuum breaker
$30.00
$6,690.00
224.00
EACH
Furnish and install Potable water tags
$15.00
$3,360.00
35.00
EACH
Provide recycled water tags to client ( no installation)
$18.36
$642.60
35.00
EACH
Provide recycled water valve box identification
nameplates to client ( no installation)
$18.00
$630.00
4.00
EACH
Furnish and install Controller stickers
$8.10
$32.40
For Internal use only
SO#
JOB#
Service Line
431100357
130 Total Price
THIS IS NOT AN INVOICE
This proposal is valid for 60 days unless otherwise approved by BrightView Landscape Services, Inc.
1900 S Lewis St, Anaheim, CA 92805 ph (714) 939-6600 fax
$13,875.00
Exhibit A
TERMS & CONDITIONS
1. The Contractor shall recognize and perform in mcordance with written terms,
written specifications and drawings only, contained or referred to herein All
materials shall conform to bid specifications
2. Worn Force: Contractor shall designate a quatar4d represcrnintive wit;
experience in landscape maintenancelconslruelion upgrades or when
applicable in tree management The weridorce shag be Competent and qualified,
and staff be legally authonred to work in the L) S
a. License and Permits: Contractor shall maintain a Landscape CaMractor's
license. If required by State or local law, and will comply with all other license
and permit requirements of the City, State and Federal Governments, as well
as all other requirements of law.
4. Takes Contrattor agrees to pay all applicable taxes, including sales tax where
applicable on material supplied
S. lnsuranco: Contractor agrees (o provide Generat Liability Insurance,
Automotive Liability Irssuratnue Worker's Compensation Insurance, arid any
other irminanca required by law or Ciiern! (honer, as specified In wetting prior to
rpmmonmment of work H riot spocinad. Conbartm will ftrrrrkh Insurance w.lh
$1,000,000 limit of liability
s. Liability: Contractor shell indemnify the ClIenV wnar and Its agents and
employees from and against any third party liabilities that arise (xd of
Contractor's wofk to the extent such liabilities are a4udcared to have bean
causer! by Contractor's nootirnce or wtlUV misconduct Contractor shop not
be liable for any damage that occurs from Acts of God are defined as those
caused by windstorm, hall, tire. flood, earthquake, hurricane and freezing, elc
Under these CHCHMil inces, Contractor shall have the right to renegotiate the
terms and pncad or this agreamenl wilhin sixty 160) days Any illegal. trespass.
claims andfor damages resulting from work raqueVed that is riot on property
rtwmed by CI,enVOwmor or not under 0ionU0wrn3i management ard control
shog be the sale tespenslbitity of the ClienVOwner
7. Subeonkruclors: Contractor reserves the right to hire qualified
subcomrarters to perform specialized functions or work requiring specialized
egdipmertt
S. Additional Services: Any additional work not shown in the above
spcofitationsinvolving extra costs WE no msecuted Only upon signed written
orders, and will become an eaaa charge over and above the estimate
9. Access. to Jobsisw ClWatrDwlier shall prmdo all ublrees fo perform the
Voolk CkenVOftrrei %hall furnish access to all pans of jotlWta where Contractor
is to perform work ars required by the Contract or ether funooms mated
thereto, during normal ouslnesa hours and other reasonable periods of time
Contractor will padorm the work as reasom ably practical altar the owner makes
the site availlible for performance of the work
10. Invoicing: ClienUDNr r shall make payment to Contractor within fifteen (15)
[lays upon receipt of Ovoico In the event the, schedule for the completion of
the work shall require more than thirty (30) days, a progress bill WE be
presented by month end and shall be paid within fifteen (15) days upon receipt
of invoice
11. Torinin Alien: This VVWk Order may be tem mated by the either party with or
without cause, upon seven (7) work days advance written notice Client/Owner
wilf he required to pay for all materiels purohasad and work completed to the
date of termination and reasonahla charges incurred in demotmgzkig
12. Assignment: The OwneryCgont and the Contractor eeapaetrvnly, bind
thernsofveo,. their pallmrs, successors, assignees and lagat reprosentatvo to
the other party with respect to all covenants of this Agrearnert Neither the
OwnerlClient not the Conlrodof shall assign qr transfer any interest in thea
Agreemant without the written consent of kite other provldod„ however, that
consent shag not he rearmed to assign ihie Agreement to any company which
controls, Is controlled by. cl Is under common comros with Contractor or in
connection wlttl assignment 10 air affliale or pursuant to a merger, sale of all or
substantiagy ap of its assets or equity securities, consolidation, change of
control or corporate reorgamzatron
13. Disclaimer. This proposal was estimated and paced based upon a site visit
and visual Inspection from ground level using ordinary means, at or about the
time this proposal was prepared The price quoted in ties proposal for the
work described, is the result Or that ground level visual inspection and therefore
CUP company will riot tie hablde for any addillonal costs or damages for
addtlonal week not described helain, or liable for any I.ncideriWaccidents
resulting from conditions, that were not ascertainable by said ground level
visual inspection by ordinary means at the time said Inspection was performed
Contractor cannot be hold resport5ible for unknown or othorwisa hidden
defects Any corrective work proposed herein cannot guarantee exact results
Professional engineering, architectural, and0ior landscape desigl services
("Design Services") are not included in tilts Agreement and shall not be
provided by the Contractor Any design defects in the Contract Documents are
the sola responsibility of the Ownor. If the OieritOwmef must engage a
lconsed linglneef, architect andlor landscape design professional, arty costs
concerning them Design Serycas ale to be paid try pre Cl"reng(hvr.er direc0y
to the desigrun involved
February 21, 2018
Page 2 of 2
14. Cancellation: Nonce of Cancellation of work must be received in wilting
bufore the crew is disoatched to their location or ClientfOwner will be liab'e for
a minimum travel charge of $150 00 and billed to ClienVOwner
The following sections shall apply where Contractor provides Customer with tree
care services:
15. Tree & Stump Removal: Trees removed will be cut as dose to the ground as
possible based on condrons to or nextto the bottom of the tree trunk Additional
charges will be levied for unseen hazards such as, but not limited to concrete
back hood Vuriks, metal rods, ate. If requested mechanical grinding or visible tree
stomp will be done ko a defined width and depth below ground level at an
addllonal charge to the Cllentl0wrior Oehned backfill and landscape material
may be specified. CleenVOwner shelf be responsible far confacitog Undergiound
Service Wort to locate underground utility Lines prior to Sian of work Contractor is
not responsible damage done to underground utilities such as but not limited to,
cables, wires, pipes, and Irrigation parts Contractor will forWr damaged irrigation
lines M gra GientlOwner o expense
18. Wafvor of Liability! Requests for crown thinning in excsas of twenty-five percent
(25%or work not in accordance with )SA (inletnational Satiety of Arboricullural)
standards will require a gghedwvawer of liability
Acceptance of this Contract
Conlraeter is 41101WIZed to too" the work statedon the faon of this Contact
Payment will be 100% due at "me of billing It payment has mot been received by
BrightView within fineen (15) days after biting, BrightView shall W urxofnd In a4 costs
or cdlecilion, lncludng reasonable attorneys' tore and rt Shad[ be relieved d any
Obflgalion to COMnue performance under this of only other Contract with CSentN3vmar.
Interest at a per annum rate of 1 5% per month (18% par year), ar the highest rate
permitted by taw, may to charged on unpaid balance 30 days anal billing.
NOTICE: FAILURE TO MAKE PAYMENT WHEN DUE FOR COMPLETED WORK ON
CONSTRUCTION JOBS MAY RESULT IN A MECHANIC'S UEN ON THE TITLE TO
YOUR PROPERTY
CUsInme-
Associate Civil Engineer
Mike Marquis
February 21, 2018
ctiixrunrr
1!.,,
Bright View Landscape Services, Inc "BrightView"
Senior Account Manager
y,tir:.re
TI,
Jose Contreras Soto
P -*j Vilma
February 21, 2018
e o
Job#: 431100357
SO It
ProposedPdce: $13,875.00