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HomeMy WebLinkAboutSOB19 -003 Mountain Top VenturesAGREEMENT FOR SERVICES BETWEEN SENIORS ON BROADWAY, LP 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 Seniors on Broadway, LP a Colorado limited partnership (hereinafter “SOB”) RECITALS WHEREAS, desires to hire Contractor to provide snow removal services on the driveways, sidewalks, parking curb stops and in between vehicles when snow levels are visible on the ground (the “Project”) at the Seniors on Broadway Apartments located at 750 Broadway, Eagle, CO 81631 (the “Property”); (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 SOB in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and SOB 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, 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. SOB’s Representative. The on-site Property Manager, Matthew Andrews, 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 April, 2020. 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: 6E6EC873-B697-42DC-A4A7-8816894FB8D2 11/18/2019 2 SNROB 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 SOB for such additional services in accordance with SOB’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 SOB 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 SOB 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. SOB 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 $5,724.00 of which $1,776.00 is for snow plowing and $3,948.00 is for snow shoveling. 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 SOB. 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 SOB may request. b. If, at any time during the term or after termination or expiration of this Agreement, SOB reasonably determines that any payment made by SOB 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 SOB, Contractor shall forthwith return such payment(s) to SOB. Upon termination or expiration of this Agreement, unexpended funds advanced by SOB, if any, shall forthwith be returned to SOB. c. SOB 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 SOB 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 SOB’s prior written consent, which may be withheld in SOB’s sole discretion. SOB 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 SOB has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by SOB 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 SOB. SOB 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: 6E6EC873-B697-42DC-A4A7-8816894FB8D2 3 SNROB 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 SOB, 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 SOB 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 SOB 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 SOB, 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 SOB, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which SOB 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 SOB for reasonable attorney fees and costs, legal and other expenses incurred by SOB 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 SOB to the extent that SOB 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 SOB and are to be delivered to SOB 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 DocuSign Envelope ID: 6E6EC873-B697-42DC-A4A7-8816894FB8D2 4 SNROB General Services Final 5/14 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. SENIORS ON BROADWAY: 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. SOB 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 SOB with all documents as defined in paragraph 9 hereof, in such format as SOB shall direct and shall return all SOB owned materials and documents. SOB 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 DocuSign Envelope ID: 6E6EC873-B697-42DC-A4A7-8816894FB8D2 5 SNROB General Services Final 5/14 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 SOB 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 SOB 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 SOB. 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 SOB and Contractor except that of independent contractor. Contractor shall have no authority to bind SOB. 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 SOB. Any attempt to assign this Agreement without such consent shall be void. DocuSign Envelope ID: 6E6EC873-B697-42DC-A4A7-8816894FB8D2 6 SNROB General Services Final 5/14 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 SOB 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 SOB 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, SOB 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 SOB. DocuSign Envelope ID: 6E6EC873-B697-42DC-A4A7-8816894FB8D2 7 SNROB General Services Final 5/14 d. SOB may notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and SOB terminates the Agreement for such breach. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. Seniors on Broadway LP By Seniors on Broadway LLC, its general partner By Golden Eagle Elderly Housing Corporation, its sole member By: ____________________________________ Kimberly Bell Williams, Secretary CONTRACTOR: By:________________________________ Print Name:_________________________ Title: ______________________________ DocuSign Envelope ID: 6E6EC873-B697-42DC-A4A7-8816894FB8D2 Mike Stevens President 8 SNROB General Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: 6E6EC873-B697-42DC-A4A7-8816894FB8D2 916B Chambers Ave PO Box 2049 Eagle, CO 81631-2049 Office (970) 328-5484 fax (970) 328-5485 pg. 5 Exhibit A – Scope of Work 1. Location(s) specified by Owner for snow clearance: Address(es):Seniors on Broadway, 750 Broadway, Eagle (a) Check all that apply: Snow Plow X Shovel X Other (describe) (b) A plow service shall begin with snow fall of any precipitation on service areas. (c) Compensation. Owner/Agent shall pay SHC for plowing services $1,776.00. Owner/Agent shall pay SHC for shoveling services $3,948.00. Contracts will be billed in 4 equal installments beginning November 15, 2019 and ending February 15, 2020 2. Any alteration or deviation from the specifications in this Scope of Work will be executed only upon written authorization of the Owner or the Owner’s authorized agent and shall become an extra fee mutually agreed upon between Owner and SHC in advance of such extra work. 3. When SHC is called to clear snow due to: a. Drifting b. County and/or town plows pushing snow into your service area c. Any time other than a snow fall The Owner will be charged a minimal extra charge to clear the service area. Generally this will be on a time and material basis (please see rate sheet). 4. SHC can provide services for marking curbs, sidewalks, lawn, landscaping, sprinkler and trees, shrubs and fences and any other owner designated items in owner designated snow dump areas. Initials of Owner DocuSign Envelope ID: 6E6EC873-B697-42DC-A4A7-8816894FB8D2 9 SNROB General Services Final 5/14 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: 6E6EC873-B697-42DC-A4A7-8816894FB8D2 DocuSign Envelope ID: 6E6EC873-B697-42DC-A4A7-8816894FB8D2 DocuSign Envelope ID: 6E6EC873-B697-42DC-A4A7-8816894FB8D2