Memorandum to the Board
1. Purpose
This memorandum summarizes the Secretary’s review of the Landscape Maintenance Services Agreement between Sommerset Homeowners Association and Vintage Associates, Inc. dba Vintage Landscape, dated January 1, 2013 (the “Agreement”), included at pages 8–20 of the May 28, 2026 Board packet. The review was prompted by a report from a member of the Board that, on a recent visit, five Vintage workers arrived at Sommerset and within a short period three of them drifted to neighboring properties served by the same contractor under unrelated agreements. The memorandum identifies the gaps in the Agreement that permit this conduct and recommends a set of fixes to bring the Agreement into line with current commercial-HOA standards in the Coachella Valley.
2. Threshold finding — the Agreement does not guarantee a staffing complement
Directors have been told the Association is entitled to five full-time gardeners on-site during work hours. After reading the Agreement word for word, that representation is not supported by the document. The closest staffing language appears at page 9 of the Agreement:
“The following work force will be on-site: one English-speaking supervising foreman, turf maintenance crew, tree and landscape trimming crew, and adequate man power to perform all work in accordance with these specifications and in a safe manor.”
The Scope of Work table (page 20) commits Vintage to “Crew work schedule — gardening and detail — 5 days a week.” That phrase commits the contractor to five workdays per week. It does not commit the contractor to any number of workers per day. The words “adequate man power,” “crew,” and “as required” appear repeatedly in lieu of headcounts.
The result is that Vintage may rotate staff among adjacent accounts at its discretion, and the Association has no contractual basis to object. The reported drift is therefore not a violation of the Agreement as written. It is a structural defect in the Agreement that needs to be corrected.
3. Other defects in the Agreement
Beyond the staffing question, the Secretary identified a number of additional defects that the Board should consider correcting in the same amendment cycle.
3.1 Document is materially out-of-date
- The Agreement is dated January 1, 2013. The Scope of Work table records a term of 1/1/2013 – 12/31/2020, an original seven-year term that ended more than five years ago. Since then, the Agreement has been auto-renewing one year at a time, by default.
- The contract price stated in the Agreement body is $20,950 per month. The April 2026 Statement of Revenues and Expenses (line 5110, packet p. 114) records actual payments to Vintage at $26,800 per month — an increase of 27.9% that has occurred outside the four corners of the Agreement and is undocumented in writing in the file as it has come to the Secretary.
- The notice provision identifies the manager as “Desert Resort Management, 42-805 Melanie Place, Suite 103.” Sommerset’s manager is now Personalized Property Management; the Melanie Place address is also misstated by 200 units (the correct number is 42-635). Notices delivered per the Agreement’s terms may not reach the right party.
3.2 Performance standards are unenforceable as written
- “Highest horticultural standards” and “first class condition” are aspirational rather than measurable. No turf height, no edging frequency, no irrigation coverage percentage, no pruning cycle, and no response-time SLA is specified.
- The Agreement requires monthly walk-throughs but does not require a written punch list or define a closure deadline for items identified during the walk.
- There is no water-budget accountability — notable because Vintage’s May 2026 monthly report (packet p. 120) shows the community using 134% of the monthly water budget. The Agreement creates no financial consequence for sustained overage.
3.3 Insurance limits below current market
- Pages 10 and 14 require $1,000,000 in general liability and $1,000,000 in property damage. Current market for commercial HOA landscape work in the Coachella Valley is $2,000,000 primary general liability plus a $5,000,000 umbrella.
- The Agreement names “Sommerset and Desert Resort Management” as additional insureds. Personalized Property Management is not currently named anywhere on Vintage’s certificates of insurance — a gap that must be closed.
3.4 Dispute resolution waives access to the courts
Pages 13–14 require that all disputes be resolved by binding arbitration under the AAA Commercial Arbitration Rules. The Association has waived its right to have a judge or jury hear a dispute. Binding arbitration can be appropriate, but it is increasingly disfavored in California HOA practice and should be replaced with a mediation-then-court provision, or at minimum a carve-out for the Association’s right to seek injunctive relief and to enforce collection actions in court.
3.5 Chain of command is loose
- The Agreement allows “the Association Manager” to direct Vintage. It does not address direction by individual directors. The April 23 Executive minutes record that management asked the Board to prohibit individual directors from giving direction to contractors without Board approval. The same provision should run in the opposite direction — Vintage should be required to decline direction from individual homeowners and refer requests through management.
- Approval for “extras” is required by the Agreement only for items over $7,000 (page 10). The new Interim Subject-Matter Director policy the Board is being asked to ratify at the May 28 meeting sets a $2,500 per-incident and $5,000 per-month cap. The Vintage Agreement should be conformed to the lower thresholds.
3.6 Pricing-adjustment mechanism is absent
There is no CPI escalator, no annual price-review provision, and no notice requirement for fee increases. The 27.9% rise from $20,950 to $26,800 has occurred without a documented mechanism. A standard CPI-based escalator (e.g., the lesser of the Riverside-San Bernardino-Ontario CPI-W or 4% per year) with a 60-day written notice requirement should be added.
3.7 No background-check or worker-conduct certification
Vintage workers enter residents’ yards, pool areas, and homeowner-adjacent spaces. The Agreement requires uniforms and prohibits playing radios but is silent on criminal-background checks, pesticide-applicator credentials for spraying personnel, and equipment-damage liability.
4. Recommended actions
The Secretary recommends the Board take the following actions at or before the May 28, 2026 meeting:
- Direct the Secretary and the Treasurer, acting jointly as Interim SMDs for Finance and Legal under the policy being ratified at this meeting, to negotiate with Vintage Associates a written amendment to the Agreement covering, at minimum, the items in Section 3 above.
- Authorize delivery to Vintage of the form of Amendment set out in Part II of this document.
- Set a target execution date of June 25, 2026 (the next regular Board meeting), with monthly invoicing under the Amendment to begin July 1, 2026.
- If Vintage declines to execute the Amendment substantially in the form attached, direct management to issue an RFP for replacement landscape maintenance services, with proposals due at the August 27, 2026 Board meeting and a 30-day notice of non-renewal to be served on Vintage no later than November 30, 2026 (Section 3 of the Agreement requires written notice at least 30 days prior to the December 31 auto-renewal date).
Respectfully submitted,
Michael Kane
Secretary, Sommerset Homeowners Association
First Amendment to Landscape Maintenance Services Agreement
(Sommerset Homeowners Association — Vintage Associates, Inc., dba Vintage Landscape)
THIS FIRST AMENDMENT (this “Amendment”) is entered into and effective as of July 1, 2026 (the “Amendment Effective Date”), by and between SOMMERSET HOMEOWNERS ASSOCIATION, a California nonprofit mutual benefit corporation (the “Association”), and VINTAGE ASSOCIATES, INC., a California corporation, dba VINTAGE LANDSCAPE (the “Contractor”), and amends that certain Landscape Maintenance Services Agreement dated January 1, 2013 between the Association and the Contractor (the “Original Agreement”). The Association and the Contractor are each referred to herein as a “Party” and together as the “Parties.”
RECITALS
A. The Parties entered into the Original Agreement effective January 1, 2013, providing for landscape maintenance services at the Association’s property in Palm Desert, California.
B. The Original Agreement has been auto-renewed annually pursuant to its terms, and the Parties wish to restate, clarify, and update certain provisions to reflect current operating practice, the Association’s current management arrangement, current insurance market standards, current pricing, and the Parties’ continuing intent that the Contractor furnish a defined complement of staff dedicated to the Association’s property during each business day.
C. Capitalized terms used in this Amendment but not defined herein have the meanings given to them in the Original Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Restatement of Parties and Notice Block. All references in the Original Agreement to “Desert Resort Management” are replaced with “Personalized Property Management.” The notice block in the Original Agreement is amended and restated in its entirety as follows: To the Association: Sommerset Homeowners Association, c/o Personalized Property Management, 68950 Adelina Road, Cathedral City, CA 92234, Attention: Community Manager, with a copy by email to scarr@hoappm.com. To the Contractor: Vintage Associates, Inc., dba Vintage Landscape, 78-755 Darby Road, Bermuda Dunes, CA 92203, Attention: Operations Manager.
Section 2. Minimum On-Site Complement. The Original Agreement is amended to add a defined daily minimum complement of Contractor personnel physically present at the Association’s property during business hours. Notwithstanding any contrary language in the Original Agreement, the Contractor shall maintain a minimum daily on-site complement of five (5) field workers plus one (1) bilingual (English- and Spanish-fluent) supervising foreman, all physically present at the Association’s property Monday through Friday between the hours of 7:00 a.m. and 4:00 p.m., excluding the holidays expressly identified in the Original Agreement (the “Minimum Complement”).
The Minimum Complement is a material commitment of the Contractor and a material consideration to the Association. The Contractor shall not redeploy any worker from the Association’s property to any other Contractor account or job site during the foregoing on-site hours without the prior written approval of the Association’s Community Manager. Travel time off-site to obtain materials or fuel does not require approval, but no individual worker’s aggregate off-site time shall exceed forty-five (45) minutes per workday.
Foreman supervisory hours, equipment-only ferrying trips, and time spent by upper management of the Contractor in walk-throughs and inspections do not count toward the Minimum Complement.
Section 3. Daily Sign-In Roster. The Contractor shall maintain a daily sign-in/sign-out log at a location on the Association’s property designated by the Community Manager (presently, the maintenance shed). The log shall record, for each workday, each worker’s full name, employee identification number, time of arrival, time of departure, and time and duration of any departures from the Association’s property during the workday.
The Community Manager, any director, or the Association’s designated inspector shall have unrestricted access to the log during business hours and the right to photograph or copy it. The Contractor shall retain each completed log for a period of not less than three (3) years and shall produce copies on the Association’s written request within five (5) business days.
Failure to maintain a complete and contemporaneous log shall be deemed a material failure of supervision under Section 2 of this Amendment.
Section 4. Electronic Time Verification. Within thirty (30) days following the Amendment Effective Date, the Contractor shall provide the Association’s Community Manager with read-only access to the Contractor’s electronic time-tracking system (whether geofenced mobile application, Bluetooth time clock, vehicle GPS, or equivalent technology) sufficient to verify worker shift records for the Association’s property. The Contractor shall not be required to disclose any record relating to its other accounts.
Section 5. Service Credits for Shortfall. If, on any business day, the Contractor’s actual on-site complement at the Association’s property falls below the Minimum Complement for more than sixty (60) consecutive minutes, the Contractor shall issue a service credit against the Association’s next monthly invoice in an amount equal to thirty-five dollars ($35.00) for each worker-hour by which the actual complement fell short of the Minimum Complement, and shall report the shortfall and the cause to the Community Manager in writing within forty-eight (48) hours.
Three (3) or more documented shortfalls within any rolling ninety (90)-day period shall constitute cause permitting the Association to terminate the Original Agreement on five (5) days’ written notice, without liability for any amount other than service performed and accepted through the date of termination.
The right to service credits and termination under this Section 5 is in addition to, and not in lieu of, any other right or remedy of the Association under the Original Agreement or applicable law.
Section 6. Performance Standards and Key Performance Indicators. The phrase “highest horticultural standards” and the phrase “first class condition” in the Original Agreement are clarified, but not replaced, by the following measurable Key Performance Indicators (“KPIs”):
| KPI | Standard |
|---|---|
| Turf mowing height | 1.0 inch June through September; 1.5 inches October through May. |
| Mowing & edging frequency | Weekly on all turf and turf borders; mow and edge completed within the same workday. |
| Planter-bed weeding | Bi-weekly during active growing seasons; weekly April through October. |
| Irrigation head/coverage audit | Twice per calendar year (spring and fall), with a written audit report to the Community Manager. |
| Broken irrigation head repair | Within 24 hours of identification by Contractor or notification by Association. |
| Water usage | Within 110% of the Coachella Valley Water District allocation for the Association on a rolling 90-day average. Sustained overage in excess of 110% for two consecutive months shall be addressed by Contractor’s written corrective-action plan. |
| Tree pruning standards | ANSI A300; documented annual schedule; certified arborist sign-off on completion. |
| Homeowner request acknowledgment | Acknowledged within one (1) business day; completed within five (5) business days for routine items; emergency irrigation within one (1) hour. |
| Walk-through cadence | Weekly written walk-through with the designated Subject-Matter Director and the Community Manager; punch-list items closed within seven (7) days. |
Section 7. Insurance — Increased Limits and Additional Insureds. Section [10.B] of the Original Agreement is amended to require commercial general liability coverage in an amount not less than two million dollars ($2,000,000) per occurrence with a four million dollar ($4,000,000) general aggregate, plus a five million dollar ($5,000,000) commercial umbrella policy.
All certificates of insurance shall name as additional insureds, on a primary and non-contributory basis, each of (i) Sommerset Homeowners Association, (ii) Personalized Property Management, (iii) the individual members of the Board of Directors of the Association, and (iv) any successor manager of the Association of which the Contractor has been given written notice. The Contractor shall deliver updated certificates to the Community Manager within thirty (30) days following the Amendment Effective Date and on each policy renewal thereafter.
Section 8. Communications and Chain of Command. The Contractor shall accept work direction only from (a) the Community Manager or (b) a Subject-Matter Director of the Association acting within his or her designated domain under the Association’s Vendor Engagement, Value Engineering, and Subject Matter Director Oversight Policy as adopted by the Board.
The Contractor shall politely decline direction from any individual homeowner or resident and shall refer such requests through the Association’s work-order system. Any homeowner request received directly by the Contractor shall be logged and forwarded to the Community Manager within one (1) business day.
The Contractor shall, in turn, deliver communications regarding the Original Agreement only to (a) the Community Manager or (b) a Subject-Matter Director acting within his or her designated domain, copying the Community Manager.
Section 9. Threshold for Extras. Section [9] of the Original Agreement (Extra Charges) is amended to require prior written approval from a Subject-Matter Director of the Association acting within his or her designated domain for any extra of two thousand five hundred dollars ($2,500) or more per incident, or five thousand dollars ($5,000) or more in the aggregate per calendar month. The prior $7,000 threshold in the Original Agreement is superseded.
Section 10. Pricing — Restated Monthly Fee and CPI Escalator. The Parties acknowledge that the monthly fee currently invoiced by the Contractor is $26,800 (twenty-six thousand eight hundred dollars). The monthly fee stated in the Original Agreement ($20,950) is superseded by $26,800 effective as of the Amendment Effective Date.
Beginning January 1, 2027, and on each January 1 thereafter, the monthly fee may be adjusted by an amount equal to the lesser of (a) the percentage change in the Consumer Price Index for All Urban Wage Earners and Clerical Workers, Riverside-San Bernardino-Ontario (CPI-W), for the twelve-month period ending the prior November 30, or (b) four percent (4%). Any such adjustment requires the Contractor to deliver to the Community Manager written notice not less than sixty (60) days prior to the proposed adjustment date, accompanied by documentation of the published index.
No price adjustment is permitted other than as described in this Section 10, except by a further amendment to the Original Agreement signed by both Parties.
Section 11. Dispute Resolution. The binding-arbitration provision of the Original Agreement is amended and restated. Any controversy or claim arising out of or relating to the Original Agreement, as amended, or the breach thereof shall first be submitted to non-binding mediation administered by JAMS in Riverside or Palm Desert, California, under JAMS’ rules for commercial disputes, with the cost of the mediator shared equally between the Parties.
If the dispute is not resolved within thirty (30) days following the conclusion of mediation, either Party may commence an action in the Superior Court of California, County of Riverside. Each Party consents to the jurisdiction and venue of such court.
Nothing in this Section 11 shall limit the Association’s right to seek injunctive relief, the entry of a temporary restraining order, or the enforcement of any lien or assessment-collection right in court without first submitting to mediation.
Section 12. Worker Conduct, Background Checks, and Damage. All field workers assigned to the Association’s property shall (a) have passed a criminal-background check administered by the Contractor or its third-party provider within the prior twenty-four (24) months and (b) where the worker is to apply any pesticide or herbicide, hold a current California pesticide-applicator credential of appropriate type.
The Contractor shall, on the Community Manager’s written request, certify that the workers presently assigned to the Association’s property satisfy the requirements of this Section 12.
The Contractor shall be responsible for the cost of repair or replacement of any stucco, paint, irrigation component, hardscape, lighting fixture, residence door, residence window, or other Association or homeowner property damaged by the Contractor’s mowers, edgers, blowers, vehicles, or other equipment, and the Contractor shall reimburse the Association for any City of Palm Desert fine assessed against the Association for the Contractor’s green-waste, water-use, pesticide-application, or noise-ordinance non-compliance.
Section 13. Plant and Materials Warranty. Any plant material installed by the Contractor under or pursuant to the Original Agreement, whether at the Association’s expense or as part of the Contractor’s scope, shall be warranted by the Contractor for thirty (30) days following installation against failure to thrive (excluding owner-caused damage or governmental water restrictions imposed after installation). Plant material that fails to thrive within the warranty period shall be replaced at the Contractor’s expense with material of equivalent type and size.
The Contractor shall furnish manufacturer Safety Data Sheets (formerly MSDS) for any pesticide, herbicide, or fertilizer applied at the Association’s property, on the Community Manager’s request and in any event upon any governmental inquiry.
Section 14. Right of Audit. The Association shall have the right, on not less than five (5) business days’ written notice, to audit (i) the Contractor’s sign-in logs under Section 3 of this Amendment, (ii) the Contractor’s time-verification records under Section 4 of this Amendment, and (iii) any invoices for extras over five hundred dollars ($500) submitted by the Contractor to the Association during the prior twelve (12) months.
Section 15. Term; Auto-Renewal Reaffirmed. The term of the Original Agreement, as amended, shall continue on a calendar-year basis and shall renew automatically on each January 1 unless either Party delivers written notice of non-renewal to the other Party not less than thirty (30) days prior to the renewal date, all as set forth in the Original Agreement. The Parties acknowledge that the seven-year initial term stated in the Scope of Work attached to the Original Agreement (January 1, 2013 – December 31, 2020) has expired and that the Original Agreement is presently in an annual auto-renewal cycle.
Section 16. No Other Changes; Conflict. Except as expressly amended by this Amendment, the Original Agreement remains in full force and effect. In the event of any conflict or inconsistency between the Original Agreement and this Amendment, this Amendment controls.
Section 17. Counterparts; Electronic Signature. This Amendment may be executed in counterparts, each of which is an original and all of which together constitute one instrument. A signature delivered by facsimile, by emailed PDF, or by recognized electronic-signature service (DocuSign, OpenSign, Adobe Sign, or similar) shall be deemed an original.
IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the Amendment Effective Date.
Association
SOMMERSET HOMEOWNERS ASSOCIATION,
a California nonprofit mutual benefit corporation
Name:
Title:
Date:
Contractor
VINTAGE ASSOCIATES, INC.,
dba Vintage Landscape, a California corporation
Name:
Title:
Date: