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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. 2 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. 3 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. 4 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 5 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