SERVICES AGREEMENT
CUSTOMER NAME: City of Marysville
PROPERTY NAME: Ellis Lake
SERVICE DESCRIPTION: Annual Management for Ellis Lake in the City of Marysville CONTRACT EFFECTIVE DATE: April 1, 2026, through October 31, 2028 SUBMITTED TO: Attn: Vincenzo Corazza
SUBMITTED BY: Kevin Mooiman
THIS SERVICES AGREEMENT (the “Agreement”) is effective as of the date indicated above (the “Effective Date”), by and between SOLitude Lake Management, LLC (“SOLitude” or “Company”), and the customer identified above (the “Customer”), in accordance with the terms and conditions set forth in this Agreement.
1. SERVICES. SOLitude will provide services (the “Services”) at the Customer’s property in accordance with the Scope of Services attached hereto as Schedule A.
2. MODIFICATIONS. Any deviation from the requirements and Services outlined in Schedule A involving extra cost of material and labor will result in extra charges. Such additional services will be provided by SOLitude only upon a Change Order mutually approved by the parties in writing (the “Change Order”).
3. PRICING. The Customer agrees to pay for the Services, as well as any applicable sales or other taxes, in accordance with the Pricing Schedule attached hereto as Schedule B.
4. PAYMENT. Payment is due within thirty (30) days of the invoice date. Any disputes with an invoice or invoices must be brought to the attention of SOLitude by written notice within one hundred and twenty (120) days from the invoice date, otherwise Company will not be liable for any potential credits or adjustments. The parties agree to use good faith efforts to resolve any disputed invoice amounts within thirty (30) days after written notification of a dispute.
Disputed amounts shall not affect payment of all undisputed amounts, and Customer agrees to pay all undisputed amounts owed on any disputed invoice within the applicable due dates. Invoices not paid on or before the invoice due date shall accrue interest charges at a rate of one percent (1%) per month, accruing as of the invoice date, until the time that such amounts are paid in full. Additionally, the Customer is liable for payment of all costs of collection of past due accounts, specifically including, but not limited to, court costs, expenses, and reasonable attorneys’ fees. In addition to the compensation paid to SOLitude for performance of the Services, Customer shall reimburse SOLitude for all of the expenses paid or incurred by SOLitude in connection with the Services, including, but not limited to non-routine expenses, administrative fees, compliance fees, or any other similar expense that are incurred as a result of requirements placed on SOLitude by the Customer that are not covered specifically by the written specifications of this Agreement (“Reimbursable Expenses”). Should the work performed be subject to any local, state, or federal jurisdiction, agency, or other organization of authority for sales or other taxes or fees in addition to those expressly covered by this contract, the customer will be invoiced and responsible for paying said additional taxes in addition to the contract price and other fees.
5. TERM AND EXPIRATION. This Agreement shall commence on the Effective Date and shall remain in effect for an initial term of 3 year(s) (the “Initial Term”).
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Services Agreement
6. TERMINATION. SOLitude may terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Customer. Subject to Sec. 7, in the event that this Agreement is terminated for any reason prior to the end of the Term, Customer agrees to pay SOLitude, in addition to all other amounts owed, an early termination fee of fifty percent (50%) of the remaining value of the Agreement (the “Early Termination Fee”). The Early Termination Fee is not a penalty, but rather a charge to compensate SOLitude for the Customer’s failure to satisfy the Agreement in which the Customer’s pricing plan is based.
7. TERMINATION FOR CAUSE. If SOLitude fails to materially perform pursuant to the terms of this Agreement, Customer shall provide written notice to SOLitude specifying the default. If SOLitude does not cure such default within thirty (30) days of SOLitude’s receipt of Customer’s written notice, Customer may terminate this Agreement, in whole or in part, for cause. The Company, in case of such default, shall be entitled to receive payment only for work completed prior to said default, so long as the total paid hereunder does not exceed the contract sum. Either party may terminate this Agreement immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
8. INSURANCE. SOLitude will maintain general liability and property damage insurance as necessary given the scope and nature of the Services. A certificate of insurance will be issued to Customer, upon request.
9. INDEMNIFICATION; LIMITATION OF LIABILITY. THE CUSTOMER AGREES THAT THE WORK PROVIDED UNDER THIS
AGREEMENT IS NOT TO BE CONSTRUED AS INSURANCE, OR AS A COVENANT, GUARANTEE, WARRANTY, OR PROMISE OF ANY KIND THAT THE CUSTOMER IS IN COMPLIANCE WITH ANY LEGAL GUIDELINES OR REQUIREMENTS. COMPANY
DISCLAIMS ANY LIABILITY OR RESPONSIBILITY REGARDING THE PRACTICES AND OPERATIONS OF THE CUSTOMER, AND
BEARS NO RESPONSIBILITY OR LIABILITY FOR WHETHER THE CUSTOMER CARRIES OUT THE RECOMMENDATIONS MADE BY COMPANY AND IN NO EVENT WILL COMPANY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, OR ECONOMIC DAMAGES.
THE CUSTOMER SHALL INDEMNIFY AND HOLD COMPANY HARMLESS FROM AND AGAINST ALL CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, AND ATTORNEYS’ FEES OR COSTS BROUGHT BY ANY THIRD PARTIES, ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR BY FAILURE OF THE CUSTOMER TO ACT IN ACCORDANCE WITH ANY LEGAL REQUIREMENTS IN CONNECTION WITH THE SERVICES DESCRIBED IN SCHEDULE A. COMPANY SHALL NOT BE LIABLE FOR
ANY DELAY IN PERFORMING THE SERVICES, NOR LIABLE FOR ANY FAILURE TO PROVIDE THE SERVICES, DUE TO ANY CAUSE BEYOND ITS REASONABLE CONTROL. COMPANY WILL BE RESPONSIBLE FOR ONLY THOSE DAMAGES, CLAIMS,
CAUSES OF ACTION, INJURIES, OR LEGAL COSTS CAUSED BY ITS OWN DIRECT NEGLIGENCE OR MISCONDUCT, BUT THEN ONLY TO AN AMOUNT NOT TO EXCEED THE ANNUAL FEES CHARGED UNDER THE AGREEMENT.
10. CONFIDENTIAL INFORMATION. "Confidential Information" means any information disclosed by one party (“Discloser”) to the other party (“Recipient”), either directly or indirectly, in writing, orally, or by inspection of tangible objects, other than information that the Recipient can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure other than through Recipient’s action or inaction; or (iii) is in Recipient’s possession, without confidentiality restrictions, at the time of disclosure by Discloser as shown by Recipient’s files and records immediately prior to the time of disclosure. Recipient shall not at any time (a) disclose, sell, license, transfer, or otherwise make available to any person or entity any Confidential Information, or (b) use, reproduce, or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to Recipient or as required by applicable law. Recipient agrees to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information 888.480.LAKE (5253) | SOLITUDELAKEMANAGEMENT.COM
Services Agreement
shall at all times remain the property of Discloser, and all documents, electronic media, and other tangible items containing or relating to any Confidential Information shall be delivered to Discloser immediately upon the request of Discloser.
Notwithstanding the foregoing, Recipient may disclose Confidential Information when required by law, regulation, subpoena, government order, regulatory agency order, judicial, or other court order to disclose any Confidential Information.
11. FORCE MAJEURE. The Company shall not be liable for any delay in performing the Services, nor liable for any failure to provide the Services, due to any cause beyond its reasonable control.
12. RIGHT TO SUBCONTRACT. The Company, in its sole discretion, may subcontract or delegate to an affiliate or third party any of its duties and obligations hereunder.
13. FUEL/TRANSPORTATION SURCHARGE. Like many other companies that are impacted by the price of gasoline, a rise in gasoline prices may necessitate a fuel surcharge. As such, the Company reserves the right to add a fuel surcharge to Customer's invoice for any increase in the cost of fuel as measured above the same time period in the prior year (by the National U.S. Average Motor Gasoline-Regular Fuel Price per Gallon Index reported by the U.S.
Department of Energy). The surcharge may be adjusted monthly (up or down) with the price of gasoline.
14. ANTI-CORRUPTION AND BRIBERY. Each party represents that neither it nor anyone acting on its behalf has offered, given, requested or accepted any undue financial or other advantage of any kind in entering into this Agreement, and that it will comply with all applicable laws and regulations pertaining to corruption, competition and bribery in carrying out the terms and conditions of this Agreement.
15. E-VERIFY. SOLitude utilizes the federal E-Verify program in contracts with public employers as required by Florida State law, and acknowledges all the provisions of Florida Statute 448.095 are incorporated herein by reference and hereby certifies it will comply with the same.
16. GOVERNING LAW. Except for the Mandatory Arbitration Clause in Section 17 of this Agreement, which is governed by and construed in accordance with the Federal Arbitration Act, this Agreement shall be governed by, and construed in accordance with, the laws of the state in which the Services are performed.
17. MANDATORY ARBITRATION. Any claim, dispute or controversy, regarding any contract, tort, statute, or otherwise (“Claim”), arising out of or relating to this Agreement or the relationships among the parties hereto shall be resolved by one arbitrator through binding arbitration administered by the American Arbitration Association (“AAA”), under the AAA Commercial or Consumer, as applicable, Rules in effect at the time the Claim is filed (“AAA Rules”).
Copies of the AAA Rules and forms can be located at www.adr.org, or by calling 1-800-778-7879. The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. This clause is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in Federal District Court for the District in which the services were performed or, if any such court lacks jurisdiction, in any state court that has jurisdiction. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability or formation of this 888.480.LAKE (5253) | SOLITUDELAKEMANAGEMENT.COM
Services Agreement
Agreement including any claim that all or any part of the Agreement is void or voidable. Venue for arbitration hereunder shall be within the state where the customer’s property, that is the subject of the services provided, is located.
18. ASSIGNMENT. The Company may assign this Agreement to a related or affiliated entity upon written notice to the Customer.
19. NOTICES. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be directed to the individuals and addresses listed in the signature block. Notices sent in accordance with this Section shall be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); or (c) on the third (3rd) business day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
20. DISCLAIMER. SOLitude is not responsible for the failure of any treatment, equipment installation, or other work that may result from dam or other structural failures, severe weather and storms, flooding, or other acts of God that are outside of the control of SOLitude. Customer understands and acknowledges that there are irrigation restrictions associated with many of the products used to treat lakes and ponds. The Customer is responsible for notifying SOLitude in advance of the contract signing and the start of the Agreement if they utilize any of the water in their lakes or ponds for irrigation purposes. The Customer accepts full responsibility for any issues that may arise from the irrigation of turf, ornamentals, trees, crops, or any other plants as a result of treated water being used by the Customer for irrigation without the consent or knowledge of SOLitude. Although there is rarely direct fish toxicity with the products used for treatment when applied at the labeled rate, or the installation and normal operation of the equipment we install, there is a risk under certain circumstances of significant dissolved oxygen drops. This risk is most severe in times of extremely hot weather and warm water temperatures, as these are the conditions during which dissolved oxygen levels are naturally at their lowest levels. Oftentimes, lakes and ponds will experience natural fish kills under these conditions even if no work is performed. Every effort, to include the method and timing of application, the choice of products and equipment used, and the skill and training of the staff, is made to avoid such problems. However, the Customer understands and accepts that there is always a slight risk of the occurrence of adverse conditions outside the control of SOLitude that will result in the death of some fish and other aquatic life. The Customer also understands and accepts that similar risks would remain even if no work was performed. The Customer agrees to hold SOLitude harmless for any issues with fish or other aquatic life which occur as described above, or are otherwise outside the direct control of SOLitude, unless there is willful negligence on the part of SOLitude.
21. BINDING. This Agreement shall inure to the benefit of and be binding upon the legal representatives and successors of the parties.
22. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and replaces any prior agreements or understandings, whether in writing or otherwise. This Agreement may not be modified or amended except by written agreement executed by both parties. In the event that any provision of this Agreement is determined to be void, invalid, or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected.
23. SEVERABILITY. If any part of this Agreement is held to be invalid or unenforceable for any reason, the remaining Terms and Conditions of this Agreement shall remain in full force and effect. 888.480.LAKE (5253) | SOLITUDELAKEMANAGEMENT.COM
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By signing below, the parties agree to be bound by the terms and conditions of this Agreement and any accompanying schedules as of the Effective Date.
ACCEPTED AND APPROVED:
SOLITUDE LAKE MANAGEMENT, LLC. City of Marysville -Ellis Lake Signature: ______________________________ Signature: ______________________________ Printed Name: __________________________ Printed Name: __________________________ Title: ____________________________ Title: _____________________________ Date: _________________________ Date: __________________________ Please Remit All Payments to: Customer’s Address for Notice Purposes:
SOLitude Lake Management, LLC
1320 Brookwood Drive Suite H ____________________________________________ Little Rock AR 72202
Please Mail All Notices and Agreements to:
SOLitude Lake Management, LLC
1253 Jensen Drive, Suite 103
Virginia Beach, VA 23451
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Services Agreement
SCHEDULE A – SCOPE OF SERVICES
Summary: SOLitude Lake Management first started working with the City of Marysville in the fall of 2023. At that time, the City had recently obtained an NPDES permit for algae and aquatic weed control in response to ongoing lake weed and algae growth. We were successful in limiting and controlling nuisance levels of weed and algae growth in 2024 and 2025 with SePRO pesticides, as the City mentions in their RFP-Ellis Lake 2026 document. We agree with the City’s preference to continue a similar program in 2026, 2027, and 2028 as described below.
If SOLitude were chosen to continue providing the City with annual weed and algae management services, we will involve our entire Water Quality Restoration Division, which is led by our Senior Limnologist, John Holz, PhD, to provide the City with specific recommendations to achieve long-term water quality improvements at Lake Ellis.
Aquatic Weed Control:
1. Systemic herbicide will be applied as needed in April, May, and June at the rate appropriate to achieve long-term control of the unwanted submersed and floating aquatic weeds present in the pond and susceptible to the herbicide at the time of application.
2. Treatment of a pond with high turnover, as a result of regular water inflow and outflow, will be performed in a series of multiple applications in which the systemic herbicides are applied over the period of time required to maintain an acceptable concentration of the systemic herbicides in the pond necessary for the effective control of the specific target species. The total treatment period varies by plant species but is typically for a period of thirty (30) to sixty (60) days.
3. Growth of undesirable aquatic weeds/vegetation found in the lake shall be treated and controlled through the application of SONAR aquatic herbicide.
4. SONAR will be applied at the rate appropriate for control of the unwanted submersed and floating aquatic weeds present in the lake and susceptible to Sonar at the time of application.
5. A SONAR FasTEST will be performed on a water sample taken from the lake within 7 days after each application to determine the ppb concentration of SONAR in the water and the ideal timing for subsequent applications.
6. All NPDES testing requirements related to this service will be met by SOLitude May - October Algaecide & Herbicide Applications:
1. Ellis Lake will be inspected on a two-times-per-month basis, May through October. 888.480.LAKE (5253) | SOLITUDELAKEMANAGEMENT.COM
Services Agreement
2. Unwanted lakeweeds and algae found in the lake(s) with each inspection shall be treated and controlled through the application of algaecides, aquatic herbicides, and aquatic surfactants as needed for control at the time of service.
3. All NPDES testing requirements related to this service will be met by SOLitude.
NPDES Preparation:
1. Preparation and assembly of an Annual Report by a Qualified Staff Biologist in January each year
2. SOLitude will draft a summarization of the pesticide applications and monitoring data for the City of Marysville - Ellis Lake into an Annual Report suitable for the client’s submission to the California State Water Resources Control Board.
3. Make any necessary revisions after initial review with the City of Marysville's city staff.
4. Work with the City of Marysville staff on the submission of their Annual Report package to the California State Water Resources Control Board.
Service Reporting:
1. Customer will be provided with a service report detailing all of the work performed as part of this Agreement after each visit.
General Qualifications:
1. Company is a licensed pesticide applicator in the state in which service is to be provided.
2. Individual Applicators are Certified Pesticide Applicators in Aquatics, Public Health, Forestry, Right of Way, and Turf/Ornamental as required in the state in which service is to be provided.
3. Company is a SePRO Preferred Applicator and dedicated Steward of Water. Each individual applicator has been trained and educated in the water quality testing and analysis required for prescriptive site-specific water quality management and utilizes an integrated approach that encompasses all aspects of ecologically balanced management. Each applicator has received extensive training in the proper selection, use, and application of all aquatic herbicides, algaecides, adjuvants, and water quality enhancement products necessary to properly treat our Customers’ lakes and ponds as part of an overall integrated pest management program.
4. Company guarantees that all products used for treatment are EPA registered and labeled as appropriate and safe for use in lakes, ponds, and other aquatic sites, and are being applied in a manner consistent with their labeling.
5. All pesticide applications made directly to the water or along the shoreline for the control of algae, aquatic weeds, or other aquatic pests as specified in this Agreement will meet or exceed all of the Company’s legal regulatory requirements as set forth by the EPA and related state agencies for NPDES and FIFRA. Company will perform treatments that are consistent with NPDES compliance standards as applicable in and determined by the specific state in which 888.480.LAKE (5253) | SOLITUDELAKEMANAGEMENT.COM
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treatments are made. All staff will be fully trained to perform all applications in compliance with all federal, state, and local law.
6. Company will furnish the personnel, vehicles, boats, equipment, materials, and other items required to provide the foregoing at its expense. The application method and equipment (boat, ATV, backpack, etc.) used is determined by our technician at the time of the treatment to ensure the most effective method is provided for optimal results. 888.480.LAKE (5253) | SOLITUDELAKEMANAGEMENT.COM
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SCHEDULE B – PRICING SCHEDULE
Total Price: 134,540.00
Year 1: $43,631.00
Invoice Amount: $6,233.00
Invoice Frequency: Monthly (April through October)
Year 2: $44,835.00
Invoice Amount: $6,405.00
Invoice Frequency: Monthly (April through October)
Year 3: $46,074.00
Invoice Amount: $6,582.00
Invoice Frequency: Monthly (April through October)
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