14-0715_SOLTIS AND COMPANY, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this day
of: -U1`-1, 2014,.by and between the City of San Juan Capistrano (hereinafter referred to
as the City") and Soltis and Company, Inc. (hereinafter referred to as the "Contractor").
RECITALS:
WHEREAS, City desires to retain the services of Contractor regarding the City's
proposal to provide landscape maintenance and repair services in Reata Park and Event
Center; and,
WHEREAS, Contractor is qualified by virtue of experience, training, education and
expertise to accomplish such services.
NOW, THEREFORE, City and Contractor mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by Contractor shall consist of those tasks as set
forth in Exhibit' A," attached and incorporated herein by reference. To the extent that there
are any conflicts between the provisions described in Exhibit "A" and those provisions
contained within this Agreement, the provisions in this Agreement shall control.
Section 2. Term.
This Agreement shall commence on August 1, 2014. This Agreement shall continue
until June 30, 2015. The total personal services agreement duration shall not exceed
eleven (11) months from the date of this agreement. The Agreement shall terminate June
30, 2015.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $81,895
($7,445 monthly) for landscape maintenance and repair services in Reata Park and Event
Center, payable at the rates as set forth in Exhibit "A", attached and incorporated herein by
reference. The City shall issue purchase orders equal to the anticipated Contractor fees
on a project basis, which shall constitute the Contractor's authorization to proceed.
3.2 Method of Payment.
Subject to Section 3.1, Contractor shall submit monthly invoices based on
total services which have been satisfactorily completed for such monthly period. The City
will pay monthly progress payments based on approved invoices in accordance with this
Section.
3.3 Records of Expenses.
Contractor shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will be made
available at reasonable times to City.
Section 4. Independent Contractor.
It is agreed that Contractor shall act and be an independent contractor and not an
agent or employee of City, and shall obtain no rights to any benefits which accrue to City's
employees.
Section 5. Limitations Upon Subcontracting and Assignment.
The experience, knowledge, capability and reputation of Contractor, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Contractor shall not contract with any other entity to perform the services required without
written approval of the City. This Agreement may not be assigned, voluntarily or by
operation of law, without the prior written approval of the City. If Contractor is permitted to
subcontract any part of this Agreement by City, Contractor shall be responsible to City for
the acts and omissions of its subcontractor as it is for persons directly employed. Nothing
contained in this Agreement shall create any contractual relationships between any
subcontractor and City. All persons engaged in the work will be considered employees of
Contractor. City will deal directly with and will make all payments to Contractor.
Section 6. Changes to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Contractor undertaking any extra work. In the event of a change in the
Scope of Work provided for in the contract documents as requested by the City, the Parties
hereto shall execute an addendum to this Agreement setting forth with particularity all
terms of the new agreement, including but not limited to any additional Contractor's fees.
Section 7. Familiarity with Work and/or Construction Site.
By executing this Agreement, Contractor warrants that: (1) it has investigated the
work to be performed; (2) it has investigated the work site(s), and is aware of all conditions
there; and (3) it understands the facilities, difficulties and restrictions of the work to be
performed under this Agreement. Should Contractor discover any latent or unknown
conditions materially differing from those inherent in the work or as represented by City, it
shall immediately inform the City of this and shall not proceed with further work under this
Agreement until written instructions are received from the City.
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Section 8.
Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law.
Contractor shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
Section 10. Conflicts of Interest.
Contractor covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Contractor.
Section 11. Not Applicable.
Section 12. Not Applicable.
Section 13. Indemnity.
To the fullest extent permitted by law, Contractor agrees to protect, defend, and hold
harmless the City and its elective and appointive boards, officers, agents, and employees
from any and all claims, liabilities, expenses, or damages of any nature, including
attorneys' fees, for injury or death of any person, or damages of any nature, including
interference with use of property, arising out of, or in any way connected with the
negligence, recklessness and/or intentional wrongful conduct of Contractor, Contractor's
agents, officers, employees, subcontractors, or independent contractors hired by
Contractor in the performance of the Agreement. The only exception to Contractor's
responsibility to protect, defend, and hold harmless the City, is due to the negligence,
recklessness and/or wrongful conduct of the City, or any of its elective or appointive
boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by Contractor.
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Section 14. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Contractor, at its own cost and expense, shall carry, maintain for the duration
of the agreement, and provide proof thereof that is acceptable to the City, the insurance
specified below with insurers and under forms of insurance satisfactory in all respects to
the City. Contractor shall not allow any subcontractor to commence work on any
subcontract until all insurance required of the Contractor has also been obtained for the
subcontractor. Insurance required herein shall be provided by Admitted Insurers in good
standing with the State of California and having a minimum Best's Guide Rating of A- Class
VII or better.
14.1 Comprehensive General Liability.
Throughout the term of this Agreement, Contractor shall maintain in full force
and effect Comprehensive General Liability coverage in an amount not less than one
million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks
associated with the work contemplated by this agreement. If a Commercial General
Liability Insurance form or other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to the work to be performed under this
agreement or the general aggregate limit shall be at least twice the required occurrence
limit.
14.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Contractor shall maintain in full force
and effect Comprehensive Automobile Liability coverage, including owned, hired and non -
owned vehicles in an amount not less than one million dollars per occurrence
($1,000,000.00).
14.3 Workers' Compensation.
If Contractor intends to employ employees to perform services under this
Agreement, Contractor shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as required
by state law.
14.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Contractor shall submit the
insurance certificates, including the deductible or self -retention amount, and an additional
insured endorsement naming City, its officers, employees, agents, and volunteers as
additional insureds as respects each of the following: Liability arising out of activities
performed by or on behalf of Contractor, including the insured's general supervision of
Contractor; products and completed operations of Contractor; premises owned, occupied
or used by Contractor; or automobiles owned, leased, hired, or borrowed by Contractor.
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The coverage shall contain no special limitations on the scope of protection afforded City,
its officers, employees, agents, or volunteers.
14.5 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled, nor
the coverages reduced, until after thirty (30) days' written notice is given to City, except that
ten (10) days' notice shall be given if there is a cancellation due to failure to pay a
premium.
14.6 Terms of Compensation.
Contractor shall not receive any compensation until all insurance provisions
have been satisfied.
14.7 Notice to Proceed.
Contractor shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Contractor has complied with all
insurance requirements of this Agreement.
Section 15. Termination.
City shall have the right to terminate this Agreement without cause by giving thirty
(30) days' advance written notice of termination to Contractor.
In addition, this Agreement may be terminated by any party for cause by providing
ten (10) days' notice to the other party of a material breach of contract. If the other party
does not cure the breach of contract, then the agreement may be terminated subsequent
to the ten (10) day cure period.
Section 16. Notice.
All notices shall be personally delivered or mailed to the below listed addresses, or
to such other addresses as may be designated by written notice. These addresses shall
be used for delivery of service of process:
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Keith Van Der Maaten
To Contractor: Soltis and Company, Inc.
8579 Cottonwood Avenue
Fontana, CA 92335
Attn: Christopher Soltis
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Section 17. Prevailing Wages.
Contractor hereby expressly acknowledges and agrees that the City has not
previously affirmatively represented to the Contractor in writing or otherwise, in a call for
bids or otherwise, that the work to be covered by this Agreement is not a "public work," as
defined in Section 1720 of the Labor Code. Contractor shall indemnify, protect, defend
and hold harmless the City and its officers, employees, contractors and agents, with
counsel reasonably acceptable to City, from and against any and all loss, liability, damage,
claim, cost, expense and/or "increased costs" (including reasonable attorneys' fees, court
and litigation costs, and fees of expert witnesses) which, in connection with the work
contemplated by this Agreement, including, without limitation, any and all public works (as
defined by applicable law), results or arises in any way from any of the following: (1) the
noncompliance by Contractor of any applicable local, state and/or federal law, including,
without limitation, any applicable federal and/or state labor laws (including, without
limitation, if applicable, the requirement to pay state prevailing wages and hire
apprentices); (2) the implementation of Section 1781 of the Labor Code, as the same may
be amended from time to time, or any other similar law; and/or (3) failure by Contractor to
provide any required disclosure or identification as required by Labor Code Section 1781,
as the same may be amended from time to time, or any other similar law. It is agreed by
the parties that, in connection with the work contemplated by this Agreement, including,
without limitation, any and all public works (as defined by applicable law), Contractor shall
bear all risks of payment or non-payment of prevailing wages under California law and/or
the implementation of Labor Code Section 1781, as the same may be amended from time
to time, and/or any other similar law. "Increased costs," as used in this paragraph, shall
have the meaning ascribed to it in Labor Code Section 1781, as the same may be
amended from time to time. The foregoing indemnity shall survive termination of this
Agreement and shall continue after completion of the work by Contractor.
Section 18. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration under
the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 19. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
APPROVED AS TO FORM:
Qans Van en, City Attorney
CITY 7SAN,7UANAPISTRANO
By: 01
-r am Allevato, Mayor
CONTRACTOR
By:
,,C is per Soltis, President
7
June 5, 2014
;. SOLTISAND COMPANY, INC.
CI
landscape construction landscape maintenance
Xcrndscape cr-aftsrnen since .io8q
PROPOSALFOR
LANDSCAPE MANAGEMENT SERVICES
Reata Park
San Juan Capistrano, CA
c/o: David Hubler
Public Works Manager
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA
Soltis Landscape appreciates the opportunity to provide the following proposal. Our proposal includes:
Scope of Work, Practical Specifications for Landscape Management and General Terms and Conditions.
Giving careful consideration to the individuality of each landscape, we provide competitive pricing which
may include landscape maintenance, irrigation, tree care, and seasonal color.
We propose the following for your review:
Exterior Landscape Management
Client's Service
Initials
Base Landscape Maintenance Price
Extra Services Included in the Base Contract
Price Per Year Price Per Month
$89,340.00 $7,445.00
• Soltis will provide a minimum of one person onsite 5 days a week and to complete
maintenance per scope provided. Primary Soltis personnel will be Mr. Placido Penaloza
(as requested by Mike Evans at Tree of Life), however, Soltis reserves the right to
replace/substitute personnel as necessary.
• Soltis will provide one crew one day to clean from weekend activities and to complete
maintenance per scope provided.
• Soltis will be responsible for emptying of trash containers in the park area and providing
the liners for the trash cans.
• Soltis will be responsible for the cleaning of BBQ's once per week.
• Soltis will visually inspect the restrooms.
o This does not include cleaning or product replacement.
• Soltis will inspect the Equestrian areas for landscape debris, weeds, etc and will remove
those items. Soltis will also remove manure and grade the area with a rake as needed.
• Soltis is not responsible for any "after event" clean up or repair.
• Soltis will replenish mulch as needed in planted areas to keep a 1" cover.
o Mulching of all planted areas in the Spring will be proposed and completed upon
approval.
• Soltis will provide an Irrigation Tech once a month to test the system per the scope
provided. This Tech as well as all other labor will be compensated at the current
prevailing wage rate.
• 24/7 Emergency Contact
street 8579 Cottonwood Ave., Fontana, CA 92 t5 - tel: 909.822.7000 • fux: 909.8 }2.7007 • iaeb: +,vWv .s0ltlsl EXHIBIT A
1
r SSOLTISANDCOMPANY,INC.
Er
landscape construction - landscape maintenance
landscape craftsmen since 1989
Soltis Landscape Services agrees to furnish all Horticultural Supervision, Labor, Equipment, Materials
and Transportation necessary to maintain the landscape per the above and per the attached Practical
Specifications for Contract Landscape Management and the General Terms and Conditions.
This proposal is withdrawn unless executed and received within 30 days of the date of this document.
Period of Service Agreement
This agreement shall be in effect for the period of stated: 07/01/2014 to 06/30/2015. Unless terminated at
the expiration of the initial term, this Agreement shall be automatically extended on a month-to-month
basis.
You should receive your first invoice within 30 days of our service commencement date and can expect to
receive them monthly thereafter by the 10th of each month. All billings are due and payable 15 days
following the date of the invoices. Owner/Client agrees to pay any and all cost incurred by Soltis
Landscape Services in the collection of the same.
If our proposal meets with your approval, please initial the services in the block provided for each item
selected indicating that you are authorizing that service and sign both originals below. Return one fully
executed original to our office and retain the second for your files. This proposal, including the attached
Practical Specifications and General Terms and Conditions, together are the Service Agreement.
Thank you for the opportunity to submit this proposal. We look forward to serving as your landscape
management professional
Sincerely,
Trevor K. Nelson
Senior Project Manager
Soltis Landscape Services
Client Signature
Print Name
Date
Title
Soltis Landscape Services Manager Date
street: 8579 Cottonwood Ave., Fontana, CA 9233 tel: 909.822.7000 • fax: go9.822.7007 • ,meb: w7ww.soltislandscape, cc) n1
j4sy
VSOLTISAND COMPANY, INC.
Landscape construction . landscape maintenance
landscape craftsmen since 1989
SPECIFICATIONS
FOR
LANDSCAPE MANAGEMENT
Scope of Work:
Contractor shall furnish all horticultural supervision, labor, material, equipment and transportation
required to maintain the landscape throughout the contract period, as specified defined in the
Reata Park and Events Center Operations and Maintenance Manual, Section2.
The scope of our services shall be based exclusively on those items approved and initialed on
Page One (1) of our Proposal document.
I. Lawn Care:
A. Mowing and Edging:
Lawns shall be mowed more frequently during the active growing season and as
needed during other seasons. During extended rainy or dry periods mowing will take
place as conditions dictate. Mowing height will be based on what is horticulturally
correct for the turf variety taking into account the season.
Clippings shall not be caught and removed from lawn areas unless they are lying in
swaths which may damage the lawn.
Edges shall be trimmed to maintain a neat appearance.
B. Fertilization:
Lawns shall be fertilized as warranted with a commercial fertilizer. The number of
applications will be dependent on the type of nitrogen used and the type of turf grass.
C. Fungicide:
Apply recommended, legally approved fungicides to control disease -causing damage
when necessary.
D. Pesticide:
Apply recommended, legally approved pesticides to control disease -causing damage
when necessary.
E. Weed Control:
Pre -emerge/ Post -emerge: The chosen chemical will be recommended and legally
approved for the specific weed problem.
street: 8579 Cottonwood Ave., Fontana, CA 9233.5 • tel: 90().822.7000 • fox: gog.822.7007 • :meb: www,solt slandscape.com
VSOLTI AND COMPANY, INC.
landscape construction • landscape maintenance
lanclscape craftsrnen since 1989
II. Ground Cover Area/Shrub Areas:
A. Edging:
Edge ground cover as needed to keep within bounds and away from obstacles.
B. Prunin :
Shrubs shall be pruned only as necessary to maintain the natural form of plant, to
maintain growth within space limitations, and to eliminate damage or diseased wood.
This excludes pruning necessitated by storm damage, disease, neglected overgrowth
or winterkill.
C. Weed Control:
Keep beds reasonably free of broadleaf or grassy weeds, preferably with pre -emergent
and/or selective post-emergent/contact herbicides. Cultivating or hoeing weeds is not
a recommended practice.
Pre -emerge: This type of control should be used only if a known weed problem
warrants its use.
Post -emerge: Control broadleaf weeds with selective herbicides.
The chosen chemical will be recommended and legally approved for the specific weed
problem.
D. Fertilization:
Apply fertilization as warranted. The number of applications will be dependent on the
type of nitrogen used and the type of plant material.
E. Fungicide:
Apply recommended, legally approved fungicides to control disease -causing damage
to ornamentals when necessary.
F. Pesticide:
Apply recommended, legally approved pesticides to control insects causing damage to
ornamentals when necessary.
III. Slope Care of applicable):
A. Edginq:
Edge as needed to keep plant material within bounds and away from obstacles.
street: 8579 CottonwoodAve., Fontana, CA 92335, • tel: 909.822.7000 • fax: 909.822,7007 • web: vrsvwsoltislandscape.coin
4
VSOLTIS AN® COMPANY,INC.
V
landscape construction • landscape maintenance
landscape craftsmen. since 1.989
B. Weed Control.
Maintain slopes so they are reasonably free of weeds. Use recommended, legally
approved herbicides to control weed growth in open areas whenever possible, if
necessary. Avoid soil cultivation to maintain pre -emergent herbicide effectiveness and
root health.
Pre -emerge: This type of control should be used only if a known weed problem
warrants its use.
Post -emerge: Control broadleaf weeds with selective herbicides.
The chosen chemical will be recommended and legally approved for the specific weed
problem.
C. Fertilization.-
Apply
ertilization:
Apply fertilization as warranted. The number of applications will be dependent on the
type of nitrogen used and the type of plant material.
D. Fungicide:
Apply recommended, legally approved fungicides to control disease -causing damage
to slope area when necessary.
E. Pesticide:
Apply recommended, legally approved pesticides to control disease -causing damage
to slope area when necessary.
IV. Tree Care:
A. Pruning:
Height limitation for tree pruning in the specification is 12 feet. On trees over 12 feet in
height only low -hanging branches that present a hazard to pedestrian or vehicular
traffic will be raised. Trees under 12 feet are scheduled to be pruned in the winter
months except for safety-related pruning, which will be done only if necessary.
Evergreen trees under 12 feet shall be thinned out and shaped only if necessary to
minimize wind and storm damage.
B. Staking:
Stakes are to be inspected and adjusted or removed as necessary. When trees attain
a caliper of 4" or substantial root development, removal will be discussed with client.
street: 8579 Cottonwood Ave, Fontana, CA 923.35 • tel: 909.822.7000 ' rax: 909.822.7007 • web; wwwsoltislandscape.coiri
�f 1
-SOLTIS AND COMPANY, INC.
V
landscape construction • landscape maintenance
lanndscape craftsmen since :1989
V. Mulched Areas/Granite Areas:
A. Mulched or decomposed granite areas will be inspected on our days of service.
Weeds and grasses shall be controlled with recommended, legally approved herbicides
only if necessary. In those areas with excessive mulch build up alternatives will be
discussed with the client.
VI. Irrigation System cif applicable):
A. Watering shall be scheduled with automatic controllers to supply quantities and
frequencies consistent with seasonal requirements of the plant materials in the
landscape. In some circumstances, water scheduling may be limited by local watering
restrictions.
B. Where practical, watering shall be done at night or early morning if the system is
automatic, unless notified otherwise by owner.
C. Any damages to the irrigation system caused by the Contractor while carrying out
maintenance operations shall be repaired without charge. Where practical, repairs
shall be made within one watering period.
D. Faulty equipment, vandalism or accidental damage caused by others shall be reported
prompted to owner. Cost of labor and material to perform repair is an extra and shall
be paid for by the owner upon authorization.
E. Whenever possible, owner's representative shall be instructed on how to turn off
system in case of emergency. Our office is to be advised at once or by next business
day.
F. If the Contractor is required to make emergency repairs or adjustments other than
regularly scheduled visits, a minimum charge will be apply.
VII. Debris Cleanup:
A. All landscape areas shall be inspected on days of service and excess debris removed.
Gardening debris, generated from our work, shall be removed from paved areas on
days of service. This excludes leaf fall pickup from parking areas, sidewalks, pools,
etc.
street: 8579 Cottonwood Ave., For tang, CILgz3 5 tet: 9ca.Yz?.7000 fax: gc�-Saz.7oo7 • web: w�, w,soltislandscape.cons