HomeMy WebLinkAboutLC18-016 Ceres Design and Arborscape LLCAGREEMENT FOR SERVICES
BETWEEN LAKE CREEK VILLAGE LLC
AND
CERES DESIGN & ARBORSCAPE, LLC DBA CERES LANDCARE
THIS AGREEMENT (“Agreement”) is effective as of ____________________, by and between Ceres Design &
Arborscape, LLC a Colorado limited liability company d/b/a Ceres Landcare (hereinafter “Contractor”) and Lake
Creek Village LLC, a Colorado limited liability company (hereinafter “LCV”).
RECITALS
WHEREAS, LCV desires to hire Contractor to provide high quality professional landscape maintenance to remove
all cottonwood trees on the Lake Creek Village property, including stump grinding, root removal and disposal of all
debris (the “Project”) at the Lake Creek Village Apartments located at 4923 Lake Creek Village Drive, Edwards,
CO, 81632 (the “Property”); and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and
experience necessary to provide the Services as defined below in paragraph 1 hereof; and
WHEREAS, this Agreement shall govern the relationship between Contractor and LCV in connection with the
Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and LCV agree as
follows:
1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials
necessary to perform and complete the services or work described in Exhibit A (“Services” or “Work”) which is
attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the
provisions and conditions of this Agreement.
a. Contractor agrees to furnish the Services no later than November 15, 2018, and in accordance
with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to
furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing
below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the
Services.
b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit
A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement
shall prevail.
2. LCV’s Representative. The Maintenance Supervisor, Bill Wright, the Housing Department’s designee
shall be Contractor’s contact with respect to this Agreement and performance of the Services.
3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to
the provisions of paragraph 11 hereof, shall continue in full force and effect through the 15th day of November 2018.
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4. Extension or Modification. Any amendments or modifications shall be in writing signed by both parties.
No additional services or work performed by Contractor shall be the basis for additional compensation unless and
until Contractor has obtained written authorization and acknowledgement by LCV for such additional services in
accordance with LCV’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor
verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that
LCV has been unjustly enriched by any additional services, whether or not there is in fact any such unjust
enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written
authorization and acknowledgment by LCV for such additional services is not timely executed and issued in strict
accordance with this Agreement, Contractor’s rights with respect to such additional services shall be deemed waived
and such failure shall result in non-payment for such additional services or work performed.
5. Compensation. LCV shall compensate Contractor for the performance of the Services in a sum computed
and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed
$12,125.00 for the trees between buildings 1-16, $32,775.00 for the trees between buildings 20-34 and
$18,150.00 for the trees along the main road, for a total not to exceed $63,050.00. Contractor shall not be
entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless
specifically authorized in writing by LCV.
a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a
proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks
performed, who performed each task and such other detail as LCV may request.
b. If, at any time during the term or after termination or expiration of this Agreement, LCV
reasonably determines that any payment made by LCV to Contractor was improper because the Services for which
payment was made were not performed as set forth in this Agreement, then upon written notice of such
determination and request for reimbursement from LCV, Contractor shall forthwith return such payment(s) to LCV.
Upon termination or expiration of this Agreement, unexpended funds advanced by LCV, if any, shall forthwith be
returned to LCV.
c. LCV will not withhold any taxes from monies paid to the Contractor hereunder and Contractor
agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made
pursuant to the terms of this Agreement.
6. Subcontractors. Contractor acknowledges that LCV has entered into this Agreement in reliance upon the
particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for
the performance of any of the Services or additional services without LCV’s prior written consent, which may be
withheld in LCV’s sole discretion. LCV shall have the right in its reasonable discretion to approve all personnel
assigned to the subject Project during the performance of this Agreement and no personnel to whom LCV has an
objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor,
as approved by LCV and to the extent of the Services to be performed by the subcontractor, to be bound to
Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities
which Contractor, by this Agreement, assumes toward LCV. LCV shall have the right (but not the obligation) to
enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall
cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees
and subcontractors.
7. Insurance. Contractor agrees to provide and maintain at Contractor’s sole cost and expense, the following
insurance coverage with limits of liability not less than those stated below:
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a. Types of Insurance.
i. Workers’ Compensation insurance as required by law.
ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined
bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned
vehicles.
iii. Commercial General Liability coverage to include premises and operations,
personal/advertising injury, products/completed operations, broad form property damage with limits of liability not
less than $1,000,000 per occurrence and $1,000,000 aggregate limits.
b. Other Requirements.
i. The automobile and commercial general liability coverage shall be endorsed to include
LCV, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and
volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached
hereto as Exhibit B.
ii. Contractor’s certificates of insurance shall include subcontractors, if any as additional
insureds under its policies or Contractor shall furnish to LCV separate certificates and endorsements for each
subcontractor.
iii. The insurance provisions of this Agreement shall survive expiration or
termination hereof.
iv. The parties hereto understand and agree that LCV is relying on, and does
not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and
protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise
available to LCV, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers.
v. Contractor is not entitled to workers’ compensation benefits except as
provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage
is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax
on any moneys paid pursuant to this Agreement.
8. Indemnification. The Contractor shall indemnify and hold harmless LCV, and any of its officers, agents
and employees against any losses, claims, damages or liabilities for which LCV may become subject to insofar as
any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon
any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall
reimburse LCV for reasonable attorney fees and costs, legal and other expenses incurred by LCV in connection with
investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to
claims by third parties against LCV to the extent that LCV is liable to such third party for such claims without
regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof.
9. Ownership of Documents. All documents (including electronic files) and materials obtained during,
purchased or prepared in the performance of the Services shall remain the property of LCV and are to be delivered
to LCV before final payment is made to Contractor or upon earlier termination of this Agreement.
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10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally
delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx
or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv)
when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing
the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with
confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days
prior written notice of such change to the other party.
LCV:
Attention: Kim Williams
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8773
Facsimile: 970-328-8787
E-Mail: kim.williams@eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 81631
Telephone: 970-328-8685
Facsimile: 970-328-8699
E-mail: atty@eaglecounty.us
CONTRACTOR:
Ceres Design & Arborscape, LLC d/b/a Ceres Landcare
PO Box 2134
Eagle, CO 81631
(p) 970-328-6080
(f) 970-328-6084
(e) info@cereslandcare.com
11. Termination. LCV may terminate this Agreement, in whole or in part, at any time and for any reason, with
or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the Contractor.
Upon termination of this Agreement, Contractor shall immediately provide LCV with all documents as defined in
paragraph 9 hereof, in such format as LCV shall direct and shall return all LCV owned materials and documents.
LCV shall pay Contractor for Services satisfactorily performed to the date of termination.
12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this
Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the
sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be
governed by the laws of the State of Colorado.
13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same
instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following
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two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or
facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized
signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of
electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121.
14. Other Contract Requirements and Contractor Representations.
a. Contractor has familiarized itself with the nature and extent of the Services to be provided
hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and
regulations that in any manner affect cost, progress, or performance of the Services.
b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems
necessary for the performance of the Services.
c. To the extent possible, Contractor has correlated the results of such observations, examinations,
investigations, tests, reports, and data with the terms and conditions of this Agreement.
d. To the extent possible, Contractor has given LCV written notice of all conflicts, errors, or
discrepancies.
e. Contractor shall be responsible for the completeness and accuracy of the Services and shall
correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that LCV
has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall
perform the Services in a skillful, professional and competent manner and in accordance with the standard of care,
skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it
has the expertise and personnel necessary to properly perform the Services and shall comply with the highest
standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to
ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of
this Agreement.
f. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and
professional standards, in the performance of this Agreement. Time is of the essence with respect to this
Agreement.
g. This Agreement constitutes an agreement for performance of the Services by Contractor as an
independent contractor and not as an employee of LCV. Nothing contained in this Agreement shall be deemed to
create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship
between LCV and Contractor except that of independent contractor. Contractor shall have no authority to bind LCV.
h. Contractor represents and warrants that at all times in the performance of the Services, Contractor
shall comply with any and all applicable laws, codes, rules and regulations.
i. This Agreement contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes all other agreements or understanding between the parties with respect thereto.
j. Contractor shall not assign any portion of this Agreement without the prior written consent of
LCV. Any attempt to assign this Agreement without such consent shall be void.
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k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations
hereunder are reserved solely for the parties, and not to any third party.
l. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver
thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach.
m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision hereof.
n. The signatories to this Agreement aver to their knowledge, no employee of LCV has any personal
or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no
beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the
Services and Contractor shall not employ any person having such known interests.
o. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms
under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to
federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this
Agreement.
15. Prohibitions on Contracts.
a. As used in this Section 15, the term undocumented individual will refer to those individuals from
foreign countries not legally in the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any
employees or subcontractors, Contractor shall not:
i. Knowingly employ or contract with an undocumented individual to perform Services
under this Agreement; or
ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not
knowingly employ or contract with an undocumented individual to perform work under the contract for services.
b. If Contractor obtains actual knowledge that a subcontractor performing work under the contract
for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to:
i. Notify the subcontractor and LCV within three (3) days that Contractor has actual
knowledge that the subcontractor is employing or contracting with an undocumented individual; and
ii. Terminate the subcontract with the subcontractor if within three (3) days of receiving the
notice required pursuant to subparagraph (i) of the paragraph 14(b) the subcontractor does not stop employing or
contracting with the undocumented individual; except that Contractor shall not terminate the contract with the
subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor
has not knowingly employed or contracted with an undocumented individual.
c. If Contractor violates these prohibitions, LCV may terminate the Agreement for breach of contract.
If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable
for actual and consequential damages to LCV.
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d. LCV may notify the Colorado Secretary of State if Contractor violates this provision of this
Agreement and LCV terminates the Agreement for such breach.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
Lake Creek Village LLC
By and through Eagle County Housing and Development
Authority, its sole member
By: _______________________
Kathy Chandler-Henry, Chair
Attest:
By: _____________________________
Regina O’Brien, Clerk
CONTRACTOR:
CERES DESIGN & ARBORSCAPE, LLC
DBA CERES LANDCARE
By:________________________________
Print Name:__________________________
Title: ______________________________
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Matthew Tracy
Account Manager
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EXHIBIT A
SCOPE OF SERVICES, SCHEDULE, FEES
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QUOTEQUOTEQUOTEQUOTE
LANDSCAPE ARCHITECTURE & DESIGN | LANDSCAPE CONTSTRUCTION | GARDEN MAINTENANCE | ARBOR CARE | IRRIGATION
P.O. BOX 2134, EAGLE, CO 81631 | T 970.328.6080 | 970.453.9154 | INFO@CERESLANDCARE.COM
Quote Number: 00017532 Date: July 30, 2018
Submitted by: Chris Forman
Project: Tree Removals at Buildings 20 thru 34
Location: 4923 Lake Creek Village Drive
Submitted to: Bill Wright
Thank you for choosing Ceres Landcare for you tree care and landscape services. Every Ceres service includes the
equipment, material and expertise necessary to complete the job to your satisfaction. We promise that you will receive
the best service possible and each Ceres employee will treat your property with the upmost respect. Ceres Landcare is a
fully insured, responsible, ethical company and is honored that you’ve placed your trust in our company to provide you
with the professional service you deserve.
Removal Services $32,775.00
• Crew to remove and process trees
$ 20,500.00
$ 5,500.00
• Stump grinding
$ 4,025.00
• Disposal of all debris
$ 750.00
• Crane for select trees adjacent to parking lot
$ 2,000.00
Service Recommendation Total Total Price
$ 32,775.00
We Proudly Accept:
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QUOTEQUOTEQUOTEQUOTE
LANDSCAPE ARCHITECTURE & DESIGN | LANDSCAPE CONTSTRUCTION | GARDEN MAINTENANCE | ARBOR CARE | IRRIGATION
P.O. BOX 2134, EAGLE, CO 81631 | T 970.328.6080 | 970.453.9154 | INFO@CERESLANDCARE.COM
Quote Number: 00017533 Date: July 30, 2018
Submitted by: Chris Forman
Project: Tree Removals Along Main Drive Through Complex
Location: 4923 Lake Creek Village Drive
Submitted to: Bill Wright
Thank you for choosing Ceres Landcare for you tree care and landscape services. Every Ceres service includes the
equipment, material and expertise necessary to complete the job to your satisfaction. We promise that you will receive
the best service possible and each Ceres employee will treat your property with the upmost respect. Ceres Landcare is a
fully insured, responsible, ethical company and is honored that you’ve placed your trust in our company to provide you
with the professional service you deserve.
Removal Services $18,150.00
$ 3,300.00
• Stump grinding
$ 1,800.00
• Disposal of all debris
$ 750.00
• Removal of 21 cottonwoods along main road
$ 12,300.00
Service Recommendation Total Total Price
$ 18,150.00
We Proudly Accept:
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QUOTEQUOTEQUOTEQUOTE
LANDSCAPE ARCHITECTURE & DESIGN | LANDSCAPE CONTSTRUCTION | GARDEN MAINTENANCE | ARBOR CARE | IRRIGATION
P.O. BOX 2134, EAGLE, CO 81631 | T 970.328.6080 | 970.453.9154 | INFO@CERESLANDCARE.COM
Quote Number: 00017531 Date: July 30, 2018
Submitted by: Chris Forman
Project: Tree Removals at Buildings 1 thru 16
Location: 4923 Lake Creek Village Drive
Submitted to: Bill Wright
Thank you for choosing Ceres Landcare for you tree care and landscape services. Every Ceres service includes the
equipment, material and expertise necessary to complete the job to your satisfaction. We promise that you will receive
the best service possible and each Ceres employee will treat your property with the upmost respect. Ceres Landcare is a
fully insured, responsible, ethical company and is honored that you’ve placed your trust in our company to provide you
with the professional service you deserve.
Removal Services $12,125.00
• Remove cottonwood trees at buildings 1-16
$ 7,175.00
$ 1,925.00
• Stump grinding and surface root removal
$ 2,650.00
• Disposal of all debris
$ 375.00
Service Recommendation Total Total Price
$ 12,125.00
We Proudly Accept:
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EXHIBIT B
INSURANCE CERTIFICATE
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