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HomeMy WebLinkAboutECHDA24-07 Preventative Tree Spraying Corp dba RutsuAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY AND PREVENTATIVE TREE SPRAYING CORP D/B/A RUTSU THIS AGREEMENT (“Agreement”) is effective as of ___________________ by and between Preventative Tree Spraying Corp d/b/a Rutsu, a Colorado corporation (hereinafter “Contractor”) and Eagle County Housing and Development Authority, a body corporate and politic (hereinafter “ECHDA”). RECITALS WHEREAS, ECDHA desires to hire Contractor to provide environmentally sound tree and turf care (the “Project”) on the grounds at the Two10 Apartments located at 210 Freestone Road, Eagle, Colorado (the “Property”); and WHEREAS, Eagle County is the owner of the Property and has contracted with ECHDA to serve as the property manager of the Property; and WHEREAS, Eagle County has authorized ECHDA to contract on its behalf for maintaining, repairing or servicing the Property and any of the constituent parts of the Property subject to the approved operating budget for 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 furnish the Services no later than May 15, 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 on-site Maintenance Technician, Josh Wolf, the Housing Department’s designee, shall be Contractor’s contact with respect to this Agreement and performance of the Services. DocuSign Envelope ID: 8438D100-B2CA-42CB-A3BB-6D745F171400 5/21/2024 2 ECHDA General Services Two-10 Final 8/15/2022 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. 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 $406.00. 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 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 DocuSign Envelope ID: 8438D100-B2CA-42CB-A3BB-6D745F171400 3 ECHDA General Services Two-10 Final 8/15/2022 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. 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/or Eagle County and any of their respective officers, agents and employees against any losses, claims, damages or liabilities for which ECHDA and/or Eagle County 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 DocuSign Envelope ID: 8438D100-B2CA-42CB-A3BB-6D745F171400 4 ECHDA General Services Two-10 Final 8/15/2022 or any of its subcontractors hereunder; and Contractor shall reimburse ECHDA and/or Eagle County for reasonable attorney fees and costs, legal and other expenses incurred by ECHDA and/or Eagle County 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 and/or Eagle County to the extent that ECHDA and/or Eagle County 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 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: Rutsu Lawn Care Attn: Matthew Sadler PO Box 6268 Eagle, CO 81631 Telephone: 970-471-5705 E-Mail: office.rutsu@gmail.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. DocuSign Envelope ID: 8438D100-B2CA-42CB-A3BB-6D745F171400 5 ECHDA General Services Two-10 Final 8/15/2022 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 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. DocuSign Envelope ID: 8438D100-B2CA-42CB-A3BB-6D745F171400 6 ECHDA General Services Two-10 Final 8/15/2022 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 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: 8438D100-B2CA-42CB-A3BB-6D745F171400 7 ECHDA General Services Two-10 Final 8/15/2022 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: PREVENTATIVE TREE SPRAYING CORP D/B/A RUTSU By: ________________________________ Print Name: __________________________ Title: ______________________________ DocuSign Envelope ID: 8438D100-B2CA-42CB-A3BB-6D745F171400 Matthew Sadler Owner 8 ECHDA General Services Two-10 Final 8/15/2022 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: 8438D100-B2CA-42CB-A3BB-6D745F171400 Eagle, CO 81631Eagle, CO 81631 Dear Josh Wolf, Customer # 76890 4/17/2024 Two10 @ Castle Peak Apartments 210 Freestone Rd Service Address PO Box 850 Josh Wolf Eagle County Housing Dept. Description Price We truly are grateful for your continued business and for the amazing place we get to call home. It is only because of you that we continue to grow. We look forward to seeing you soon when the trees begin to leaf out and the grass emerges from the snow. Until then we hope you are enjoying the end of the winter activities! Thank you for your continued business as we push through the unique challenges of Covid and the inflationary pressures occurring over the past two years. We are a small family- owned business and we are excited to announce our new headquarters are located at 515 Red Table Drive in Gypsum Colorado. I created Rutsu to bring together three long standing family-owned businesses and homogenize our mission of community, environmental stewardship and a unified love of nature. Rutsu is the combination of: Preventive Tree Care, Vail Turf Masters and Prima Plant. We truly are grateful for your continued business and for the amazing place we get to call home. Please review your 2023 services below and let us know of any changes. As always it is very important that if you wish to change or modify your services that we receive a timely response on your proposal. Many of the services we offer have a small window to be performed for effective control. Once again, thank you for the opportunity to care for your lawn and trees. Sincerely, Matthew Sadler ISA TRAQ Certified Arborist Q.S. Colo. Dept. of Ag. in forestry Vail Lawn Program Spring Lawn Fertilization/weed 101.00 Summer Lawn Fertilization/Weed 101.00 Lawn Fertilization/Weed 101.00 Vail Liquid Aeration Rd 1 51.50 Vail Liquid Aeration Rd 2 51.50 5 Grand Total 406.00Total Scheduled DocuSign Envelope ID: 8438D100-B2CA-42CB-A3BB-6D745F171400 9 ECHDA General Services Two-10 Final 8/15/2022 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: 8438D100-B2CA-42CB-A3BB-6D745F171400 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Eagle CO 81631 P.O. BOX 850 Eagle County Housing and Development Authority Project: 210 Freestone Rd. Eagle, CO, 81631 7,000CEQ02 5,000CEQ01 5,000TEQ01 03/25/202503/25/202474151485 INMRC A 1,000,000 03/18/202503/18/202455151485008 198 A 2,000,000 4,000,000 2,000,000 10,000 300,000 2,000,000 03/25/202503/25/202474151485 8 8 A 4.15.2024 32700OWNERS INS CO 81631-6268COEAGLE PO Box 6268 Preventive Tree Spraying Inc agency@1aia.com (303) 431-9351 Connor Pierce 80002COArvada 5440 Ward Road, Suite 215 Evertree Insurance LLC 4/16/2024 DocuSign Envelope ID: 8438D100-B2CA-42CB-A3BB-6D745F171400