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Home My WebLink AboutGE19-003 Mountain Top Ventures dba SHC Nursery and LandscapeAGREEMENT FOR SERVICES BETWEEN GOLDEN EAGLE ELDERLY HOUSING CORPORATION AND MOUNTAIN TOP VENTURES, INC. d/b/a SHC NURSERY & LANDSCAPE CO. THIS AGREEMENT (“Agreement”) is effective as of _______________________________ by and between Mountain Top Ventures, Inc. d/b/a SHC Nursery & Landscape Co., a Colorado corporation (hereinafter “Contractor”) and Golden Eagle Elderly Housing Corporation, a Colorado non-profit corporation (hereinafter “Golden Eagle”). RECITALS WHEREAS, Golden Eagle desires to hire Contractor to provide high quality professional landscape maintenance services in a timely manner (the “Project”) for the Golden Eagle apartments located at 700 Broadway, Eagle, CO 81631 (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 Golden Eagle in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and Golden Eagle 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 May 1, 2019 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. Golden Eagle’s Representative. The Maintenance Supervisor, Bill Wright, is Golden Eagle’s designee and 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 31st day of October, 2019. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. DocuSign Envelope ID: B9F5E623-CD83-494D-902E-2EA2875E500A 4/11/2019 2 Golden Eagle General Services Final 5/14 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 Golden Eagle for such additional services in accordance with Golden Eagle’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 Golden Eagle 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 Golden Eagle 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. Golden Eagle 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 $10,411.80. 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 Golden Eagle. 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 Golden Eagle may request. b. If, at any time during the term or after termination or expiration of this Agreement, Golden Eagle reasonably determines that any payment made by Golden Eagle 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 Golden Eagle, Contractor shall forthwith return such payment(s) to Golden Eagle. Upon termination or expiration of this Agreement, unexpended funds advanced by Golden Eagle, if any, shall forthwith be returned to Golden Eagle. c. Golden Eagle 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 Golden Eagle 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 Golden Eagle’s prior written consent, which may be withheld in Golden Eagle’s sole discretion. Golden Eagle 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 Golden Eagle has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by Golden Eagle 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 Golden Eagle. Golden Eagle 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: a. Types of Insurance. DocuSign Envelope ID: B9F5E623-CD83-494D-902E-2EA2875E500A 3 Golden Eagle General Services Final 5/14 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 Golden Eagle, 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 Golden Eagle 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 Golden Eagle 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 Golden Eagle, 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 Golden Eagle, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which Golden Eagle 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 Golden Eagle for reasonable attorney fees and costs, legal and other expenses incurred by Golden Eagle 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 Golden Eagle to the extent that Golden Eagle 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 Golden Eagle and are to be delivered to Golden Eagle before final payment is made to Contractor or upon earlier termination of this Agreement. DocuSign Envelope ID: B9F5E623-CD83-494D-902E-2EA2875E500A 4 Golden Eagle General Services Final 5/14 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. GOLDEN EAGLE: 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: Mountain Top Ventures, Inc. d/b/a SHC Nursery & Landscape Co. Attn: Mike Stevens—President 916B Chambers Avenue PO Box 2049 Eagle, CO 81631 Telephone: 970-328-5484, Ext. 2 Facsimile: 970-328-5485 Cellular: 970-904-0198 E-mail: mike.stevens@shclandscape.com 11. Termination. Golden Eagle 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 Golden Eagle with all documents as defined in paragraph 9 hereof, in such format as Golden Eagle shall direct and shall return all Golden Eagle owned materials and documents. Golden Eagle 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. DocuSign Envelope ID: B9F5E623-CD83-494D-902E-2EA2875E500A 5 Golden Eagle General Services Final 5/14 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 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 Golden Eagle 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 Golden Eagle 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 Golden Eagle. 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 Golden Eagle and Contractor except that of independent contractor. Contractor shall have no authority to bind Golden Eagle. 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. DocuSign Envelope ID: B9F5E623-CD83-494D-902E-2EA2875E500A 6 Golden Eagle General Services Final 5/14 j. Contractor shall not assign any portion of this Agreement without the prior written consent of the Golden Eagle. Any attempt to assign this Agreement without such consent shall be void. 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 Golden Eagle 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 Golden Eagle 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. DocuSign Envelope ID: B9F5E623-CD83-494D-902E-2EA2875E500A 7 Golden Eagle General Services Final 5/14 c. If Contractor violates these prohibitions, Golden Eagle 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 Golden Eagle. d. Golden Eagle may notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and Golden Eagle terminates the Agreement for such breach. [Rest of page intentionally left blank] DocuSign Envelope ID: B9F5E623-CD83-494D-902E-2EA2875E500A 8 Golden Eagle General Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. GOLDEN EAGLE ELDERLY HOUSING CORPORATION By: _____________________________ Kimberly Bell Williams, Secretary CONTRACTOR: MOUNTAIN TOP VENTURES, INC. d/b/a SHC NURSERY & LANDSCAPE CO. By:________________________________ Print Name:_________________________ Title: ______________________________ DocuSign Envelope ID: B9F5E623-CD83-494D-902E-2EA2875E500A President Mike Stevens 9 Golden Eagle General Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: B9F5E623-CD83-494D-902E-2EA2875E500A 916B Chambers Ave PO Box 2049 Eagle, CO 81631-2049 Office (970) 328-5484 fax (970) 328-5485 March 1, 2019 2019 LAWN AND YARD MAINTENANCE PROPOSAL Golden Eagle Elderly Housing Care, whose address is 700/715 Broadway, Eagle and SHC Nursery & Landscape Co., a Colorado corporation (“SHC”). Yes No Lawn Mowing & trimming of turf grass $3,340.80 Spring cleanup of exterior area –includes: $1,200.00 • All turf areas • Driveway and ground-level patios • Power Rake Aeration –2 applications $497.00 Fertilization/Chemical broadleaf weed control – 2 times/ year $777.50 Fertilization – no broadleaf weed control Native Weed Control 2 times / year Tree fertilization - Deep Root Feeding - 2 applications Tree & Shrub Spraying for Disease Irrigation Startup - 52 zones @ $18/zone ($60.00 minimum) $936.00 Irrigation Repairs/trouble shooting/maintenance – Time & Material Irrigation Winterization – 52 zones @ $16/zone ($60 minimum) $832.00 Water Feature Start-up/ Winterization Deer Fence Installation/Removal Christmas Light Installation/Removal Golden Eagle Community Center $1,628.50 Native Mowing EXHIBIT ADocuSign Envelope ID: B9F5E623-CD83-494D-902E-2EA2875E500A 916B Chambers Ave PO Box 2049 Eagle, CO 81631-2049 Office (970) 328-5484 fax (970) 328-5485 Yes No Fall leaf raking & cleanup of turf $1,200.00 Flowerbed Planting of Annuals & Perennials Ornamental bed maintenance - includes: • Flowerbeds – spring cleanup, maintenance & fall cut back • Shrub beds – spring cleanup, maintenance & fall cut back Flower pots and/or flower boxes. Total of Proposal - 2019 $10,411.80 EXHIBIT ADocuSign Envelope ID: B9F5E623-CD83-494D-902E-2EA2875E500A 916B Chambers Ave PO Box 2049 Eagle, CO 81631-2049 Office (970) 328-5484 fax (970) 328-5485 2019 Summer Season Rates Lawn Maintenance Care -Ornamental Flower-Bed Design $80/hour -Ornamental Flower-Bed Installation/Maintenance $48/hour -Spring Lawn Clean-up $48/hour -Power Raking (de-thatching)$65/hour -Aerating $65/hour -Mowing of native areas (mowers, trimmers)$48/hour Landscape Construction -Tree and shrub planting, retaining walls, boulder walls brick paver and flagstone patios, new landscape installation and $75/hour-supervisor additions, drainage systems $48/hour-laborers Sprinkler Systems -Service Calls $65/hour-Technician (One-hour minimum)$48/hour-Assistant -Start-up – ($60.00 minimum)$18.00 per zone -Winterize - ($60.00 minimum)$16.00 per zone Excavator - mini $135.00 - includes operator Skidsteer (Bobcat) $ 95.00 - includes operator Loader $135.00 - includes operator Dingo $ 65.00 + operator Trencher $ 45.00 + operator Boom Truck $135.00 - includes operator General Information -2019 is our thirty-second year of business in the Vail Valley -SHC Landscape Co. is fully licensed and insured -Special orders on perennial and annual flowers to accommodate custom needs -Ornamental Flower-Bed specialists on staff -Experienced irrigation designers with digital computer imaging available -Bark-mulch, peat moss, boulders, topsoil, and other landscape materials in stock -Service hours are from 7:00 AM to 5:30 PM Monday through Thursday -Office hours are from 8:00 AM to 5:00 PM Monday through Friday If you would like our experienced, professional staff to meet your landscape needs, please give us a call for a free consultation. EXHIBIT ADocuSign Envelope ID: B9F5E623-CD83-494D-902E-2EA2875E500A 10 Golden Eagle General Services Final 5/14 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: B9F5E623-CD83-494D-902E-2EA2875E500A DocuSign Envelope ID: B9F5E623-CD83-494D-902E-2EA2875E500A