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HomeMy WebLinkAboutECHDA24-06 Gerber Tree and Lawn LLCAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY AND GERBER TREE AND LAWN LLC THIS AGREEMENT (“Agreement”) is effective as of ______________, 2024 by and between Gerber Tree and Lawn LLC, a Colorado limited liability company (hereinafter “Contractor”) and Eagle County Housing and Development Authority, a body corporate and politic (hereinafter “ECHDA”). RECITALS WHEREAS, County desires to hire Contractor for grounds maintenance services for the 2024 summer season, as outlined in the attached Exhibit A, for the Colorado Mountain College Apartments (the “Project”) at the complexes located at 160 and 162 Miller Ranch Road, 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 ECHDA in connection with the services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and ECHDA 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 begin furnishing the Services no later than May 1, 2024 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. ECHDA’s Representative. The Property Manager of the Property, Brenda Camunez, 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, 2024. 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: 3B668BAE-6A36-4743-971D-8561A5D69553 5/5/2024 2 ECHDA General Services Final 1/24/2023 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 ECHDA for such additional services in accordance with ECHDA’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 ECHDA 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 ECHDA 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. ECHDA 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 $10,000. This cost includes monthly maintenance and additional per hour services outlined in Exhibit A. 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 ECHDA. 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 ECHDA may request. b. If, at any time during the term or after termination or expiration of this Agreement, ECHDA reasonably determines that any payment made by ECHDA 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 ECHDA, Contractor shall forthwith return such payment(s) to ECHDA. Upon termination or expiration of this Agreement, unexpended funds advanced by ECHDA, if any, shall forthwith be returned to ECHDA. c. ECHDA 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. d. Notwithstanding anything to the contrary contained in this Agreement, ECHDA shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by ECHDA in accordance with a budget adopted by the Board of ECHDA in compliance with the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Subcontractors. Contractor acknowledges that ECHDA 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 ECHDA’s prior written consent, which may be withheld in ECHDA’s sole discretion. ECHDA 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 ECHDA has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by ECHDA 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 ECHDA. ECHDA 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. DocuSign Envelope ID: 3B668BAE-6A36-4743-971D-8561A5D69553 3 ECHDA General Services Final 1/24/2023 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. 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 ECHDA, 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 ECHDA 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 the ECHDA 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 ECHDA, 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 ECHDA, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which ECHDA 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 ECHDA for reasonable attorney fees and costs, legal and other expenses incurred by ECHDA 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 ECHDA to the extent that ECHDA is liable to such DocuSign Envelope ID: 3B668BAE-6A36-4743-971D-8561A5D69553 4 ECHDA General Services Final 1/24/2023 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 the ECHDA and are to be delivered to ECHDA before final payment is made to Contractor or upon earlier termination of this Agreement. 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 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. ECHDA: Attention: Kim Williams 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8773 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 E-mail: atty@eaglecounty.us CONTRACTOR: Gerber Tree and Lawn Attn: Shawn D. Gerber 0076 Marble Street Edwards, CO 81632 Telephone: 970-306-9831 E-Mail: gerbertreeandlawn@hotmail.com 11. Termination. ECHDA 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 ECHDA with all documents as defined in paragraph 9 hereof, in such format as ECHDA shall direct and shall return all ECHDA owned materials and documents. ECHDA 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: 3B668BAE-6A36-4743-971D-8561A5D69553 5 ECHDA General Services Final 1/24/2023 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 ECHDA 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 the ECHDA 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 ECHDA. 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 ECHDA and Contractor except that of independent contractor. Contractor shall have no authority to bind ECHDA. 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: 3B668BAE-6A36-4743-971D-8561A5D69553 6 ECHDA General Services Final 1/24/2023 j. Contractor shall not assign any portion of this Agreement without the prior written consent of the ECHDA. 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 the ECHDA 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. [Rest of page intentionally left blank] DocuSign Envelope ID: 3B668BAE-6A36-4743-971D-8561A5D69553 7 ECHDA General Services Final 1/24/2023 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY By: ___________________ Kimberly Bell Williams Executive Director CONTRACTOR GERBER TREE AND LAWN LLC By: ____________________________ Name: _________________________ Title: __________________________ DocuSign Envelope ID: 3B668BAE-6A36-4743-971D-8561A5D69553 Shawn Gerber Owner operator 8 ECHDA General Services Final 1/24/2023 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: 3B668BAE-6A36-4743-971D-8561A5D69553 Gerber Tree and Lawn 0076 Marble Street Edwards, CO 81632 970-306-9831 This proposal for 2024 lawn care has been designed for: Colorado Mountain College Student Housing Edwards, CO 81632 The following is Gerber Tree and Lawn’s proposal for the 2024 grounds maintenance per the specifications for the 6 month period May 1st, 2024 through October 31st, 2024 Standard lawn maintenance includes the following: I. Spring Cleanup II. Mowing III. Trimming IV. Sidewalk Maintenance V. Tree and Shrub Care VI. Fall Cleanup VII. Turf Fertilization and Weed Control VIII. Irrigation VIV. Improvements X. Green Initiatives I would like to let the faculty, staff, and students of Colorado Mountain College student Housing know that Gerber Tree and Lawn intends on adopting their property with full commitment and attention to detail. I will go above and beyond the valley standard mow and blow lawn maintenance with meticulous grooming of your property and a constant eye for improvement. I aim to make a dramatic improvement in the appearance of your property with no additional cost to you, just some willing extra effort on my behalf. I look forward to providing exceptional lawn care services for the season and the opportunity for improvements now and in the future. Sincerely, Shawn Gerber Owner/ Operator DocuSign Envelope ID: 3B668BAE-6A36-4743-971D-8561A5D69553 References and Local Properties serviced Chris Meister (970-390-6131) -Cotton Ranch Metro District Mario Giarrantano(970-376-2838) -Town Square of Avon Chad Roberts (970-331-2292) -Greenbrier Townhomes -Bridgewater Terrace Further References available upon request DocuSign Envelope ID: 3B668BAE-6A36-4743-971D-8561A5D69553 Lawn Care Specifications I. SPRING CLEANUP To be completed as soon as weather and ground conditions permit. Spring cleanup to include the following activities: A) Power sweeping/ power raking entire sod area of property B) Hand rake around buildings and obstacles C) Hand raking, blowing, and removal of all debris, leaves, and garbage from shrub areas D) Removal and proper disposal of all debris and leaves from property. E) Sweeping of walks, walkways, and steps to remove dirt and debris F) Aeration of lawn for entire property II. MOWING Mowing of all turf area will be completed on a weekly schedule or as needed to maintain a well kept appearance. Mowing to include the following activities: A) Complete mowing once a week or as needed during dry conditions B) Cutting height of (3”) three inches C) Collection of excess grass clippings D) Avoid clippings in plantings or against buildings E) Repair any scalping F) Walks, drives, and steps to be cleaned of all clippings and weeds after each cutting including stone beds and tree rings G) The normal is grass will not be bagged weekly, unless requested, at an additional negotiable charge III. TRIMMING Trimming to be done around buildings, plants, light poles, fences, landscape timbers and other obstacles on a weekly bases as required to assure a well kept appearance. Gerber Tree and Lawn prides itself on not causing damage to siding or stucco used on foundations. Native grasses to be knocked down once per season IV. SIDEWALK MAINTENANCE A) Trimming of all walks, walkways, paths, and driveways weekly B) Growth to be removed from cracks in walks, paths, and curbs C) Walks, paths, driveways, and steps to be blown after every mowing DocuSign Envelope ID: 3B668BAE-6A36-4743-971D-8561A5D69553 V. TREE AND SHRUB CARE A) Rejuvenation pruning done annually to remove mature growth and promote fullness and longevity. Dead standing trees removed upon inspection B) Shrubs to be shaped to maintain neat, natural appearance as needed C) Tree and shrub bark beds to be kept weed free, bark to be raked back into beds as needed VI. FALL CLEANUP Fall cleanup to be completed between October 15th and November 1st. Cleanup activities to include the following: A) Raking of leaves and debris from around buildings and obstructions B) Last mowing in the fall to be cut at (2 ½ ) inches and clippings collected (COMPLIMENTARY) by catching to assure well kept appearance in spring C) Power sweeping of all leaves and debris from property. Proper removal and disposal of all leaves and debris. D) Aeration of lawn for the entire property VII. TURF FERTILIZATION AND WEED CONTROL A) Applying a slow release fertilizer(Organic available) two times throughout the season to give the lawns a healthy green appearance. B) Weed mitigation will start with the initial “weed and feed” granular application and continue on a spot check basis as needed C) Eradication of all noxious weeds from both native and maintained grass areas as well as gardens and rock beds VIII. IRRIGATION A) Irrigation work is based on $45 per man hour of repair plus parts. VIV. IMPROVEMENTS A) Edging of all lawn around sidewalks, steps, and walkways for a more defined and manicured appearance B) Removal of weeds from rock gardens and medians C) Removal of all non functioning tree “T-posts” DocuSign Envelope ID: 3B668BAE-6A36-4743-971D-8561A5D69553 X.Green Initiatives A) Elimination of travel footprint due to proximity of property and business. Approximately .2 miles from Gerber Tree and Lawn headquarters to CMC campus B) Use of organic fertilizers to eliminate environmental damage caused by runoff and overspray(Alpha One, Richlawn, Natures Cycle) C) By committing to using manual eradication of weeds in place of chemicals to eliminate environmental damage caused by runoff and overspray D) Minimalizing noise pollution by servicing property during down times such as weekends when classes are at a minimum DocuSign Envelope ID: 3B668BAE-6A36-4743-971D-8561A5D69553 This agreement shall be effective for the period commencing May 1st, 2024 to October 31st, 2024. This agreement is binding upon the parties hereto, theirs, executors and assigns. In consideration of the mutual promised contained herein, both parties agree as follows: 1) It is understood and agreed that this contract is solely for providing lawn care at the above described property. This does not include floods, storms, damage, nor any other maintenance that is provided for that estimate. 2) Gerber Tree and Lawn will present invoices for each month of service beginning in May and ending in October for a total of six invoices for the season. The balance is due upon terms indicated on the invoice (net due). 3) Gerber Tree and Lawn and CMC housing will be held harmless and indemnified from any liabilities other than those arising out of our negligence. 4) Irrigation work is based on $45 per man hour of repair plus parts. 5) Landscape work is based on $40 per man hour of repair plus material 6) Price per application of fertilizer or weed control: TBD Per month contract: -$1044 _________________________ / / / Authorizing Signature Date Agent for Owner Your Copy _________________SDG___________3-1-24________ Shawn D. Gerber Owner/ Operator Please sign and return this page via mail DocuSign Envelope ID: 3B668BAE-6A36-4743-971D-8561A5D69553 9 ECHDA General Services Final 1/24/2023 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: 3B668BAE-6A36-4743-971D-8561A5D69553 DocuSign Envelope ID: 3B668BAE-6A36-4743-971D-8561A5D69553