HomeMy WebLinkAboutNORTH FORK NATIVE PLANTS - CONTRACT - AGREEMENT MISC - NORTH FORK NATIVE PLANTS INCServices Agreement
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SERVICES AGREEMENT
THIS AGREEMENT made and entered into the day and year set forth below by and
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter
referred to as the "City" and NORTH FORK NATIVE PLANTS INC, hereinafter referred to as
"Service Provider".
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed
by and between the parties hereto as follows:
1. Scope of Services. The Service Provider agrees to provide services in accordance with
the scope of services attached hereto as Exhibit "A", consisting of three (3) pages and
incorporated herein by this reference. Irrespective of references in Exhibit A to certain
named third parties, Service Provider shall be solely responsible for performance of all
duties hereunder.
2. Time of Commencement and Completion of Services. The services to be performed
pursuant to this Agreement shall be initiated within five (5) days following execution of this
Agreement. Services shall be completed in accordance with Exhibit “B”, consisting of one
(1) page, attached hereto and incorporated herein. Time is of the essence. Any
extensions of the time limit set forth above must be agreed upon in a writing signed by the
parties.
3. Delay. If either party is prevented in whole or in part from performing its obligations by
unforeseeable causes beyond its reasonable control and without its fault or negligence,
then the party so prevented shall be excused from whatever performance is prevented by
such cause. To the extent that the performance is actually prevented, the Service
Provider must provide written notice to the City of such condition within fifteen (15) days
from the onset of such condition.
4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the
City may terminate this Agreement at any time without cause by providing written notice of
termination to the Service Provider. Such notice shall be delivered at least fifteen (15)
days prior to the termination date contained in said notice unless otherwise agreed in
writing by the parties. All notices provided under this Agreement shall be effective when
mailed, postage prepaid and sent to the following addresses:
Service Provider: City: Copy to:
North Fork Native Plants Inc
Attn: Tim Watters
PO Box 1115
Driggs, ID 83422
City of Fort Collins
Attn: Crystal Strouse
PO Box 580
Fort Collins, CO 80522
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
In the event of early termination by the City, the Service Provider shall be paid for services
rendered to the date of termination, subject only to the satisfactory performance of the
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Service Provider's obligations under this Agreement. Such payment shall be the Service
Provider's sole right and remedy for such termination.
5. Contract Sum. The City shall pay the Service Provider for the performance of this
Contract, subject to additions and deletions provided herein, Sixty-One Thousand Seven
Hundred Twelve Dollars and Seventy-Nine Cents ($61,712.79) in accordance with the
attached Exhibit "C", consisting of two (2) pages, and incorporated herein by this
reference.
6. City Representative. The City will designate, prior to commencement of the work, its
representative who shall make, within the scope of his or her authority, all necessary and
proper decisions with reference to the services provided under this agreement. All
requests concerning this agreement shall be directed to the City Representative.
7. Independent Service provider. The services to be performed by Service Provider are
those of an independent service provider and not of an employee of the City of Fort
Collins. The City shall not be responsible for withholding any portion of Service Provider's
compensation hereunder for the payment of FICA, Workmen's Compensation or other
taxes or benefits or for any other purpose.
8. Subcontractors. Service Provider may not subcontract any of the Work set forth in the
Exhibit A, Statement of Work without the prior written consent of the city, which shall not
be unreasonably withheld. If any of the Work is subcontracted hereunder (with the
consent of the City), then the following provisions shall apply: (a) the subcontractor must
be a reputable, qualified firm with an established record of successful performance in its
respective trade performing identical or substantially similar work, (b) the subcontractor will
be required to comply with all applicable terms of this Agreement, (c) the subcontract will
not create any contractual relationship between any such subcontractor and the City, nor
will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work
of the subcontractor will be subject to inspection by the City to the same extent as the
work of the Service Provider.
9. Personal Services. It is understood that the City enters into the Agreement based on the
special abilities of the Service Provider and that this Agreement shall be considered as an
agreement for personal services. Accordingly, the Service Provider shall neither assign
any responsibilities nor delegate any duties arising under the Agreement without the prior
written consent of the City.
10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the
services shall not be construed to operate as a waiver of any rights or benefits provided to
the City under this Agreement or cause of action arising out of performance of this
Agreement.
11. Warranty.
a. Service Provider warrants that all work performed hereunder shall be performed with
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the highest degree of competence and care in accordance with accepted standards for
work of a similar nature.
b. Unless otherwise provided in the Agreement, all materials and equipment incorporated
into any work shall be new and, where not specified, of the most suitable grade of their
respective kinds for their intended use, and all workmanship shall be acceptable to
City.
c. Service Provider warrants all equipment, materials, labor and other work, provided
under this Agreement, except City-furnished materials, equipment and labor, against
defects and nonconformances in design, materials and workmanship/workwomanship
for a period beginning with the start of the work and ending twelve (12) months from
and after final acceptance under the Agreement, regardless whether the same were
furnished or performed by Service Provider or by any of its subcontractors of any tier.
Upon receipt of written notice from City of any such defect or nonconformances, the
affected item or part thereof shall be redesigned, repaired or replaced by Service
Provider in a manner and at a time acceptable to City.
12. Default. Each and every term and condition hereof shall be deemed to be a material
element of this Agreement. In the event either party should fail or refuse to perform
according to the terms of this agreement, such party may be declared in default thereof.
13. Remedies. In the event a party has been declared in default, such defaulting party shall
be allowed a period of ten (10) days within which to cure said default. In the event the
default remains uncorrected, the party declaring default may elect to (a) terminate the
Agreement and seek damages; (b) treat the Agreement as continuing and require specific
performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting
party commences legal or equitable actions against the defaulting party, the defaulting
party shall be liable to the non-defaulting party for the non-defaulting party's reasonable
attorney fees and costs incurred because of the default.
14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire
agreement between the parties and shall be binding upon said parties, their officers,
employees, agents and assigns and shall inure to the benefit of the respective survivors,
heirs, personal representatives, successors and assigns of said parties.
15. Indemnity/Insurance.
a. The Service Provider agrees to indemnify and save harmless the City, its officers,
agents and employees against and from any and all actions, suits, claims, demands or
liability of any character whatsoever brought or asserted for injuries to or death of any
person or persons, or damages to property arising out of, result from or occurring in
connection with the performance of any service hereunder.
b. The Service Provider shall take all necessary precautions in performing the work
hereunder to prevent injury to persons and property.
c. Without limiting any of the Service Provider's obligations hereunder, the Service
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Provider shall provide and maintain insurance coverage naming the City as an
additional insured under this Agreement of the type and with the limits specified within
Exhibit D, consisting of one (1) page, attached hereto and incorporated herein by this
reference. The Service Provider before commencing services hereunder, shall deliver
to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins,
Colorado 80522 one copy of a certificate evidencing the insurance coverage required
from an insurance company acceptable to the City.
16. Entire Agreement. This Agreement, along with all Exhibits and other documents
incorporated herein, shall constitute the entire Agreement of the parties. Covenants or
representations not contained in this Agreement shall not be binding on the parties.
17. Law/Severability. The laws of the State of Colorado shall govern the construction
interpretation, execution and enforcement of this Agreement. In the event any provision of
this Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any other provision
of this Agreement.
18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et.
seq., Service Provider represents and agrees that:
a. As of the date of this Agreement:
1. Service Provider does not knowingly employ or contract with an illegal alien who
will perform work under this Agreement; and
2. Service Provider will participate in either the e-Verify program created in Public
Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th
Congress, as amended, administered by the United States Department of
Homeland Security (the “e-Verify Program”) or the Department Program (the
“Department Program”), an employment verification program established pursuant
to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of
all newly hired employees to perform work under this Agreement.
b. Service Provider shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement or knowingly enter into a contract with a subcontractor that
knowingly employs or contracts with an illegal alien to perform work under this
Agreement.
c. Service Provider is prohibited from using the e-Verify Program or Department Program
procedures to undertake pre-employment screening of job applicants while this
Agreement is being performed.
d. If Service Provider obtains actual knowledge that a subcontractor performing work
under this Agreement knowingly employs or contracts with an illegal alien, Service
Provider shall:
1. Notify such subcontractor and the City within three days that Service Provider has
actual knowledge that the subcontractor is employing or contracting with an illegal
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alien; and
2. Terminate the subcontract with the subcontractor if within three days of receiving
the notice required pursuant to this section the subcontractor does not cease
employing or contracting with the illegal alien; except that Service Provider shall
not terminate the contract with the subcontractor if during such three days the
subcontractor provides information to establish that the subcontractor has not
knowingly employed or contracted with an illegal alien.
e. Service Provider shall comply with any reasonable request by the Colorado
Department of Labor and Employment (the “Department”) made in the course of an
investigation that the Department undertakes or is undertaking pursuant to the
authority established in Subsection 8-17.5-102 (5), C.R.S.
f. If Service Provider violates any provision of this Agreement pertaining to the duties
imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If
this Agreement is so terminated, Service Provider shall be liable for actual and
consequential damages to the City arising out of Service Provider’s violation of
Subsection 8-17.5-102, C.R.S.
g. The City will notify the Office of the Secretary of State if Service Provider violates this
provision of this Agreement and the City terminates the Agreement for such breach.
19. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit "E" - Confidentiality,
consisting of one (1) page, attached hereto and incorporated herein by this reference.
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CITY OF FORT COLLINS, COLORADO
a municipal corporation
By:_______________________________
Gerry Paul
Director of Purchasing and Risk Management
Date:_____________________________
ATTEST:
_________________________________
City Clerk
APPROVED AS TO FORM:
________________________________
Assistant City Attorney
NORTH FORK NATIVE PLANTS INC
By:_______________________________
__________________________________
PRINT NAME
__________________________________
CORPORATE PRESIDENT OR VICE PRESIDENT
Date:_____________________________
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Owner
Tim Watters
5/19/2015
5/20/2015
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EXHIBIT A
SCOPE OF WORK
General
Professional is responsible for collecting four seed species from Native Roots
nursery, originally CSR. Species include: Carex nebrascensis, Glyceria grandis,
Juncus torreyi and Schoenoplectus tabernaemontani. Professional is responsible for
the usage of proper handling during exchange to insure that plant viability is
maintained.
All germplasm utilized by the Professional must be that which was originally provided
directly by the City of Fort Collins Natural Areas Department to Native Roots/CSR.
The use of any germplasm other than that provided by the City of Fort Collins Natural
Areas Department will result in immediate disqualification of the responsible
Professional/nursery, as well as the potential for legal action.
Professional will strive to grow approximately 40,000 herbaceous plants.
All herbaceous plants must be grown in 10 cu. in. plug containers, or alternative
containers of a similar size, dimension, and attribute as preapproved by the City of
Fort Collins Natural Areas Department.
Professional must determine the best means to propagate plants.
Seed will pretreated for planting, germinated and grown by Professional.
Seed may be certified in terms of purity and viability (through Tetrazolium [TZ]
testing) by the Colorado State University Seed Laboratory, by the City of Ft Collins.
The Professional shall inoculate all containerized plant materials with an appropriate
mycorrhizal fungi mix for those species that are included in the scope of work for this
contract. All deviation from a species-specific mycorrhizae mix will need to be pre-
approved by the City of Ft. Collins Natural Areas Program. The City of Ft. Collins, at
its discretion, will perform analysis to confirm that mycorrhizal inoculation was
successfully performed for the included species by the contractor.
Professional will overwinter plants and deliver them in 2016.
All plant materials provided by the City of Fort Collins are to be used exclusively by
the City of Fort Collins Natural Areas Department.
All remaining plant material whether grown by seed or cuttings, regardless of
condition, shall be returned to the City of Fort Collins by the end of the contract
period. All materials provided by the City of Fort Collins Natural Areas Department
remain the sole property of the City. Failure to account for all plant material will
result in immediate disqualification of the responsible Professional/nursery as well as
well as the potential for legal action.
Health
All plants shall be insect, pest, weed and disease free.
All plants must be healthy, alive and have vigorous growth.
Each plant must be properly labeled with its own tag, clearly listing the scientific
name of the plant species.
Plants must be true to the plant species name indicated on its label.
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Stems/Trunk
For trees and shrubs – trunk and stems should be fairly straight, free of wounds,
sunburned areas, conks, wood cracks, bleeding areas, signs of boring insects, galls,
cankers/lesions and girdling ties.
Trees – trees species shall only have a single, relatively straight central leader free
of codominant stems and vigorous upright branches that compete with the central
leader.
Shoot growth on all plant material should be typical for the age and size of the
species. Shoots should not be broken, diseased, distorted, dead or have any other
serious branch injuries.
All plant forms should be typical for the particular plant species, as specified.
Leaves
Leaves should be typical in size, shape, color and appearance for the time of year
and stage of growth for the particular plant species.
Leaves should not be torn, withered, discolored, damaged by insects or any other
abiotic or biotic source.
Leaves must reflect a healthy, vigorous plant condition.
Roots
Roots shall be vigorous and healthy.
Root system should be free of injury from biotic (insects, pathogens etc…) and
abiotic agents (herbicide toxicity, salt injury, excess irrigation etc…)
Root distribution should be uniform throughout the soil mix or growth media and
typical for the species.
When rootball is removed from its container it should remain intact with a minimal to
no soil loss and/or sloughing
Roots shall not be overgrown for container or root bound. Roots shall not be
discolored, spiraled, j-hooked, or otherwise of a decadent nature.
Delivery
Herbaceous plants shall be hardened off for a minimum of three weeks prior to
delivery.
At time of inspection and delivery the rootball shall be moist throughout. The roots
shall show no signs of excess soil moisture conditions as indicated by poor root
growth, root discoloration, distortion, death or foul odor, or the presence of water
roots.
The City of Fort Collins reserves the right to reject herbaceous plants, shrubs and
trees that do not meet specifications as set forth in these guidelines. If a particular
defect or substandard element can be easily corrected, appropriate remedies shall
be required.
Notification of delivery by Professional shall occur one week prior to delivery day.
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Professional must guarantee that all plant material arrives healthy, vigorous and
without damage.
Professional must receive acceptance and approval of plant material from City of
Fort Collins staff that are certified to acknowledge the specifications outlined in this
document.
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EXHIBIT B
WORK SCHEDULE
Schedule for Project
- April 2015- June 1, 2016 – Professional will pretreat, germinate, grow and over-winter
plants.
- March 1, 2016 - Professional will contact City of Fort Collins staff with expected delivery
date.
- June 2016 – Professional will deliver propagated plant materials to City of Fort Collins
Natural Areas Department at 1745 Hoffman Mill Road, Ft. Collins, CO. 80524.
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EXHIBIT C
COMPENSATION
Species Size Price/plant
Production
Target
Nebraska sedge (Carex nebrascensis) 10ci $1.23 151
American mannagrass (Glyceria grandis) 10ci $1.23 499
Torrey's rush (Juncus torreyi) 10ci $1.23 48,810
Softstem bulrush (Schoenoplectus tabernaemontani) 10ci $1.23 713
Total Plants 50,173
Total Cost $61,712.79
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EXHIBIT D
INSURANCE REQUIREMENTS
1. The Service Provider will provide, from insurance companies acceptable to the City, the
insurance coverage designated hereinafter and pay all costs. Before commencing work
under this bid, the Service Provider shall furnish the City with certificates of insurance
showing the type, amount, class of operations covered, effective dates and date of
expiration of policies, and containing substantially the following statement:
“The insurance evidenced by this Certificate will not reduce coverage or limits and
will not be cancelled, except after thirty (30) days written notice has been received
by the City of Fort Collins.”
In case of the breach of any provision of the Insurance Requirements, the City, at its
option, may take out and maintain, at the expense of the Service Provider, such
insurance as the City may deem proper and may deduct the cost of such insurance from
any monies which may be due or become due the Service Provider under this
Agreement. The City, its officers, agents and employees shall be named as additional
insureds on the Service Provider 's general liability and automobile liability insurance
policies for any claims arising out of work performed under this Agreement.
2. Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The Service Provider shall
maintain during the life of this Agreement for all of the Service Provider's
employees engaged in work performed under this agreement:
1. Workers' Compensation insurance with statutory limits as required by
Colorado law.
2. Employer's Liability insurance with limits of $100,000 per accident,
$500,000 disease aggregate, and $100,000 disease each employee.
B. Commercial General & Vehicle Liability. The Service Provider shall maintain
during the life of this Agreement such commercial general liability and automobile
liability insurance as will provide coverage for damage claims of personal injury,
including accidental death, as well as for claims for property damage, which may
arise directly or indirectly from the performance of work under this Agreement.
Coverage for property damage shall be on a "broad form" basis. The amount of
insurance for each coverage, Commercial General and Vehicle, shall not be less
than $1,000,000 combined single limits for bodily injury and property damage.
In the event any work is performed by a subcontractor, the Service Provider shall
be responsible for any liability directly or indirectly arising out of the work
performed under this Agreement by a subcontractor, which liability is not covered
by the subcontractor's insurance.
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No new insurance needed
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EXHIBIT E
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to
this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been
informed that the City has established policies and procedures with regard to the handling of
confidential information and other sensitive materials.
In consideration of access to certain information, data and material (hereinafter individually and
collectively, regardless of nature, referred to as “information”) that are the property of and/or
relate to the City or its employees, customers or suppliers, which access is related to the
performance of services that the Service Provider has agreed to perform, the Service Provider
hereby acknowledges and agrees as follows:
That information that has or will come into its possession or knowledge in connection with the
performance of services for the City may be confidential and/or proprietary. The Service
Provider agrees to treat as confidential (a) all information that is owned by the City, or that
relates to the business of the City, or that is used by the City in carrying on business, and (b) all
information that is proprietary to a third party (including but not limited to customers and
suppliers of the City). The Service Provider shall not disclose any such information to any
person not having a legitimate need-to-know for purposes authorized by the City. Further, the
Service Provider shall not use such information to obtain any economic or other benefit for itself,
or any third party, except as specifically authorized by the City.
The foregoing to the contrary notwithstanding, the Service Provider understands that it shall
have no obligation under this Agreement with respect to information and material that (a)
becomes generally known to the public by publication or some means other than a breach of
duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed,
provided that the request for such disclosure is proper and the disclosure does not exceed that
which is required. In the event of any disclosure under (b) above, the Service Provider shall
furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and
shall promptly advise the City in writing of each such disclosure.
In the event that the Service Provider ceases to perform services for the City, or the City so
requests for any reason, the Service Provider shall promptly return to the City any and all
information described hereinabove, including all copies, notes and/or summaries (handwritten or
mechanically produced) thereof, in its possession or control or as to which it otherwise has
access.
The Service Provider understands and agrees that the City’s remedies at law for a breach of the
Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that
the City shall, in the event of any such breach, be entitled to seek equitable relief (including
without limitation preliminary and permanent injunctive relief and specific performance) in
addition to all other remedies provided hereunder or available at law.
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