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Home My WebLink About20213521.tiffRESOLUTION RE: APPROVE ASSIGNMENT OF SERVICE CONTRACT FROM CUSHMAN AND WAKEFIELD U.S., INC., TO FACILITIES DEPARTMENT FOR PROPERTY MANAGEMENT, AND EXTENSION OF AGREEMENT FOR SNOW REMOVAL SERVICES AND AUTHORIZE CHAIR TO SIGN - ALL TERRAIN LANDSCAPING WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, Weld County has previously contracted with Cushman and Wakefield U.S., Inc., to provide building management services for the County's building located at 822 7th Street, Greeley, Colorado 80631, and the County now intends to assume all building management services, and WHEREAS, as a part of the building management services, Cushman and Wakefield U.S., Inc., previously contracted with All Terrain Landscaping snow removal services, and WHEREAS, the Board has been presented with an Assignment of Service Contract from Cushman and Wakefield U.S., Inc., to the Facilities Department for Property Management, and an Extension of Agreement for Snow Removal Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Facilities Department, and All Terrain Landscaping, commencing October 28, 2021, and ending June 30, 2022, with further terms and conditions being as stated in said contract and agreement, and WHEREAS, after review, the Board deems it advisable to approve said contract and agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Assignment of Service Contract from Cushman and Wakefield U.S., Inc., to the Facilities Department for Property Management, and Extension of Agreement for Snow Removal Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Facilities Department, and All Terrain Landscaping, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said contract and agreement. cc .13G(Tr/56), PuR• 2021-3521 BG0023 ASSIGNMENT OF SERVICE CONTRACT FROM CUSHMAN AND WAKEFIELD U.S., INC., TO FACILITIES DEPARTMENT FOR PROPERTY MANAGEMENT AND EXTENSION OF AGREEMENT FOR SNOW REMOVAL SERVICES - ALL TERRAIN LANDSCAPING PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 22nd day of December, A.D., 2021, nunc pro tunc October 28, 2021. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: dIttirm) G1r,.,efkWeld County Clrk to the Board � AP Date of signature: 0466 Deputy Clerk to the Boar County r torney 1 4 q J Z-, Steve Moreno, Ch • Sc. James, Pro -Tern e Freeman Lori Sai 2021-3521 BG0023 FACILITIES DEPARTMENT PHONE: (970) 304-6531 FAX: (970) 304-6532 WEBSITE: www.co.weld.co.us 1105 H STREET P.O. BOX 758 GREELEY, COLORADO 80632 December 15, 2021 To: Board of County Commissioners From: Toby Taylor Subject: 822 7th Street Contract Assignment — All Terrain Landscaping Cushman & Wakefield has acted on behalf of Weld County as an agent to manage the property located at 822 7th Street. As such, Cushman & Wakefield established a contract for Snow Removal service with All Terrain Landscaping. The County has elected to manage the property at 822 7th Street beginning December 30, 2021. As a result, the services of Cushman & Wakefield are no longer required. Further and to preclude interruption of services at the property, attached is an agreement to assign the above services from Cushman & Wakefield to Weld County. Therefore, the Facilities Department is recommending reassignment of this service contract for snow removal through a term ending on June 30, 2022. If you have any questions, please contact me at extension 2023. Sincerely, Toby Taylor Director 2021-3521 $eiOOZ3 ASSIGNMENT OF SERVICE CONTRACT FROM CUSHMAN & WAKFIELD AND EXTENSION OF AGREEMENT - ALL TERRAIN LANDSCAPING THIS ASSIGNMENT AND AGREEMENT is made and entered into this 12th day of December, 2021, by and between the Board of Weld County Commissioners, on behalf of Facilities Department ("County"), and Cushman & Wakefield U.S. Inc. ("Cushman"), and All Terrain Landscaping ("Contractor"). WHEREAS, County has previously contracted with Cushman to provide building management services for the County's building located at 822 7th Street, Greeley, CO, 80631, and County now intends to assume all those building management services, and WHEREAS, as part of its building management services, Cushman previously contracted with Contractor to provide services as outlined in the attached Service Contract, and WHEREAS, the Parties desire to assign the attached Service Contract from Cushman to County, and to extend the term of such Service Contract as described herein. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Assignment. Cushman hereby assigns all of its interests, obligations, and liabilities in the Service Contract to County, and County hereby consents to such assignment. Contractor agrees that Cushman shall have no further interest, obligation, or liability to Contractor under the Service Contract. 2. No existing breach or default. All Parties agree that no breach or default exists under the existing Service Contract, and that all compensation earned and owed has been fully paid and satisfied. 3. Extension of Term. County and Contractor agree to extend the term of the Service Contract until June 30, 2022. CUSHMAN & WAKEFIELD U.S., INC.: Steve Digitally signed by Steve Hamilton By: Date. 2021. 12.14 k1ie:m11tOn 11:11:5407'00' 1 Date of Signature CONTRACTOR: ALL TERRAIN LANDSCAPING: Baeg& a Name: i Agth er ale) t� Title: O f <t/Wina per a/15/2021 Date of S gnature WELD COv ATTEST:j mss. JCito4 BOARD OF COUNTY COMMISSIONERS Weld C • Clerk to the Bo d WELD COUNTY, COLORADO ve Moreno, Chair 2 EEC 2 2 2021 X02/ ..� � -1 By:Steve Digitally signed by Na Stcvc I4amilton Titl . —Datc: 2021.11.08 11:12:53 07'00' -1- C&W SERVICE CONTRACT 01/17/2018 Effective Date: Contract Number: Address of property (hereinafter "Property"): Owner (hereinafter "Owner"): Managing Agent (hereinafter "Agent"): Contractor (hereinafter "Contractor"): SERVICE CONTRACT October 28, 2021 (hereinafter °Effective Date") GP 2021-22 SNOW Greeley Plaza 822 7th Street Greeley, CO 80631 Weld County, Colorado 1105 H Street Greeley, CO 80632 Attention: Toby Taylor Cushman & Wakefield U.S., Inc. 772 Whalers Way, Suite 200 Fort Collins, CO 80525 Attention: Property Management All Terrain Landscaping 5312 West 9th Street Drive Suite 120 Greeley, CO 80634 Attention: Mike Garcia Email: mikegarcia@atpslandscaping.com Services: Those services as more particularly described in Exhibit °A° attached hereto and made a part hereof (hereinafter °Services") to be provided by Contractor in accordance with the terms hereof. Term of Contract: From October 28, 2021 to June 30, 2022 subject to early termination as provided herein. Contracts for recurring Services shall continue thereafter on a month -to -month basis upon the same terms and conditions as contained herein subject to early termination as provided in the Agreement, however, in no event shall the Agreement continue beyond a date that is three (3) years after the Effective Date without a separate written amendment. Contract Payment Terms: An open contract, payable in arrears thirty (30) days after receipt of invoice therefor, or as otherwise set forth on Exhibit "B" annexed hereto and made a part hereof. This Service Contract, together with the Service Contract Terms, Exhibit °A" (Scope of Services), Exhibit "B" (Contract Payment Terms), Exhibit °C' (Contractor Insurance Requirements), Exhibit "D" (Contractor Certification Affidavit), and Exhibit "E" (Building Rules and Regulations) attached hereto and made a part hereof (collectively, the 'Agreement"), is entered into as of the Effective Date, shall constitute the entire agreement between Contractor and Owner, and shall supersede all prior discussions with respect to the subject matter hereof. No modification of this Agreement will be effective unless made in writing and signed by both Contractor and Owner (or Agent on behalf of Owner). OWNER. _ _ CONTRACtOR Weld County, Colorado All Terrain Landscaping By: Cushman & Wakefield U.S., Inc. as Agent for Owner Name: Title:f1 �c /% afla.QPl Contract # GP 2023-22_SNOW (2021-22 Snow Removal} SERVICE CONTRACT TERMS 1. SERVICES. Contractor agrees to perform, for the term specified, the Services and any additional services which may be reasonably requested by Owner or Agent from time to time during the term. Ail operational logs and records relating to the Services prepared and/or maintained by Contractor or in the custody of Contractor shall not be destroyed without the prior written consent of Owner or Agent. Contractor agrees to furnish at its expense all labor, supplies, uniforms, equipment and materials necessary to properly perform the Services. Contractor shall permit and faciitate inspection of the Services by Owner and its representatives (including, but not limited to, Agent) and public authorities at all times. Failure of Agent or Owner during the term of this Agreement to discover or reject unacceptable Services, or Services not performed in accordance with this Agreement, shall not be deemed an acceptance thereof nor a waiver of Agent's and Owner's right to the proper execution of the Services or any part thereof by Contractor. If the Services are discretionary in nature (i.e., snow removal) and if a dispute occurs whether the Services were required and/or appropriate, then generally applicable industry standards for comparable work in the same submarket shall be conclusive regarding whether such item was required and/or appropriate in reference to resolving the dispute. 2. PERMITS. LICENSES. If any government permit, license or authorization shall be required or necessary for the proper and lawful performance of the Services hereunder or if the failure to secure such license, permit or authorization would, in any way, affect the Property, Agent or Owner, then Contractor, at Contractor's expense, shall duly procure and thereafter maintain such license, permit or authorization and submit the same to Agent for inspection, if requested. Contractor, at Contractor's expense, shall at all times, comply with the terms and conditions of each such license, permit and authorization and shall notify Agent immediately should any such license, permit or authorization no longer be in effect or in good standing. 3. WAIVER OF TRIAL BY JURY. THE PARTIES HERETO SHALL AND THEY HEREBY DO WAIVE, WHERE PERMITTED BY LAW, TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES HERETO AGAINST THE OTHER IN ANY MATTERS WHATSOEVER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT. 4. NON -WAIVER PROVISIONS. The failure of Agent or Owner to insist in any one or more instances upon the strict performance of any of the covenants, terms, provisions or conditions of this Agreement or to exercise any election herein contained shall not be construed as a waiver or a relinquishment for the future of such covenant, term, provision, condition or election, but the same shall continue and remain and be in full force and effect No waiver by Agent or Owner of any covenant, term, provision or condition of this Agreement shall be deemed to have been made unless expressed in writing and signed by Agent or Owner, as the case may be. 5. LABOR HARMONY. Contractor agrees that it will not at any time prior to or during the term of this Agreement, either directly or indirectly, use any subcontractors and/or labor and/or materials which would or will create any difficulty with other cortractors and/or subcontractors and/or labor engaged by Contractor, Agent, Owner or others in the construction, repair, improvement, maintenance and/or operation of the Property or any part thereof. Contractor agrees to notify Agent and Owner promptly of any events Contractor believes may result in a work stoppage, slowdown, labor dispute, strike or other labor related disruption. Contractor agrees to work in harmony with all contractors and laborers employed by Agent, Owner or others in connection with the Property. In the event of any work -stoppage or other disruption which involves the participation of Contractor's personnel whether as a result of a dispute with Contractor or due to third party actions involving informational or organizational picketing or picketing by any labor organization against any other employer, Contractor agrees to take appropriate and prompt action to provide qualified personnel to perform the Services and to minimize any delay in performing the Services by fully cooperating in obtaining injunctions, presentation of facts, furnishing of witnesses and assisting in every reasonable way to eliminate any work -stoppage or other disruption or the effect of any work -stoppage or other disruption, or to follow such other directions as Agent or Owner shall issue. Should Contractor fail to comply with this provision, Agent or Owner shall have the right, upon written notice to Contractor, to terminate this Agreement without any liability to Contractor. 6. ASSIGNMENT BY CONTRACTOR. Contractor shall not assign this Agreement nor any interest therein without the prior written consent of Agent or Owner, which consent may be withheld at Agent's or Owner's sole and absolute discretion. The transfer of a majority interest of the voting stock or general partnership interests in Contractor shall be deemed an assignment of this Agreement by Contractor. Any attempted assignment of this Agreement or any interest therein without the prior written consent of Agent or Owner shall be null and void. 7. SUBCONTRACTING. Contractor may only sub -contract with the prior written consent of Agent or Owner, which consent may be withheld at Agent's or Owner's sole and absolute discretion. Every subcontract must provide -2- C&W SERVICE CONTRACT 01/17/2018 Contract 4 GP_2021-22_SNOW (2021-22 Snow Removal) that the same is subject to all of the covenants, terms, provisions and conditions of this Agreement and must provide that in the event of termination or cancellation of this Agreement for any reason whatsoever, prior to the expiration of such subcontract, the subcontract will automatically terminate on the same date this Agreement is terminated or canceled. 8. ADDITIONAL DEFINITIONS. It is understood that wherever the terms "adequate" or "as required" or "as necessary" or "i necessary" are stated in this Agreement (including any Exhibit attached hereto), these terms shall be construed to mean "as determined by Agent or Owner". 9. DISCHARGE OF EMPLOYEES. Contractor, promptly after demand by Agent or Owner, will discharge or transfer from the Property any employee of Contractor to whom Agent or Owner shall or may object for any reason in their sole discretion, provided, however, that if the effectuating of such discharge or transfer is limited by the contract between Contractor and the employee's union, Contractor agrees to use its best efforts within the limits of such union contract to effectuate such discharge or transfer as promptly as possible. 10. MECHANIC'S LIENS. Contractor will promptly pay all Contractor's employees, workers, laborers, subcontractors, suppliers and materialmen, and will deliver such lien waivers if the amount owed is in excess of $2,500.00 as required by Agent or Owner in a form acceptable to Agent or Owner or as otherwise required by law. Payment of Contractor is conditioned upon delivery of all lien waivers and other documents as required by this Agreement, including without limitation, lien waivers from any and all Contractor's subcontractors, suppliers and materialmen. Agent or Owner, at their sole discretion and not for the benefit of Contractor's employees, workmen, laborers, subcontractors, suppliers and materialmen, reserve the right to make joint check payments to such entities. Contractor agrees that if any mechanic's lien is filed against the Property for work done, services claimed to have been rendered -or materials claimed to have been furnished in connection with or pursuant to any of the provisions of this Agreement, then Contractor shall cause such mechanic's lien to be discharged within ten (10) days after filing, at Contractor's expense, by: i) filing the bond required by law; or ii) providing Agent with a copy of the court order discharging such lien. Contractor will defend, indemnify and hold Agent and Owner harmless against any and all damages, liabilities, costs and expenses (including attorneys' fees) suffered or incurred by Agent or Owner as a result of Contractor's failure to comply with this provision. Upon Contractor's failure to comply herewith, the lien may be bonded or discharged by Agent or Owner at Contractor's sole expense. Contractor's liability under this Section 10 shall survive the expiration or termination of this Agreement, but this shall not be construed to mean that Contractor's liability does not survive as to other provisions of this Agreement. 11. NON-INTERFERENCE. Contractor shall perform the Services so as not to unreasonably interfere with Agent's or Owner's operation of the Property or the business operations of any tenant or other occupant of the Property. Under no circumstances shall Contractor interfere with the electrical, HVAC or any other operating or control systems in any building without express written permission of the Owner or Agent. Contractor will comply with all building rules and regulations of the Owner regarding the Property, Property access, etc., attached hereto as Exhibit "E". At all times, Contractor will be deemed responsible for informing the Owner and Agent in writing of any and all scheduled excavation to be done on site. All excavation shall be done by hand unless specifically authorized in writing by the Owner or Agent. 12. CONTRACTOR RESPONSIBILITY. Contractor shall be responsible to Agent and Owner for the acts and omissions of Contractor's suppliers, agents, employees and subcontractors. All contracts entered into by Contractor with any subcontractors shall require the subcontractors to be responsible for the acts and omissions of their agents and employees and compliance with the provisions of this Agreement to the extent applicable to the subcontractor's portion of the Services. Personnel supplied by Contractor or any subcontractor will be deemed employees of Contractor or the subcontractor, as the case may be, and will not for any purpose be considered employees or agents of Agent or Owner. Contractor assumes full responsibility for the actions of such personnel while performing Services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, payment of salary or equivalent (including, withholding of income taxes, stock options, contributions to pension or similar retirement rarris� overtire a educate n r - --.._. __.- .._--. - .— .- -. prog p y, o p ograms, awards, special recognition events and social seat contributions), worker's compensation, disability benefits, social security taxes, unemployment insurance and the like. Contractor, as an independent contractor, is responsible for compliance with all applicable immigration, municipal, state, and federal laws regarding Contractor's employees. The Contractor will not discriminate against any qualified employee or applicant for employment because of race, color, religion, gender, sexual orientation, age, national origin, disability, veteran status or any other status protected by federal, state or local law. The Contractor agrees to comply with al applicable state and federal statutes, executive Orders and Regulations relating to non- discrimination in employment. The Contractor agrees to comply with where applicable, the Equal Opportunity Clause of Executive order No. 11246, 41 CFR 60-1.5, The Affirmative Action Clause for Disabled Veterans and Veterans of the Vietnam Era in 38 USC 2012, Federal Procurement Regulations 1-4.410-5(a)(11) and 1-12.1102- -3- C&W SERVICE CONAtACT 01/17/2018 Contract a GP 2021-22 SNOW (2021-22 Snow Removal} 2, 3, and 41 CFR 1-12.1306-1, 2, and the Utilization of Women -Owned Business Concerns pursuant to the Presidential Executive Order No. 12138. Contractor must also comply with the employment provisions of the Americans with Disabilities Act and any Immigration laws, rules and/or regulations. Contractor agrees to execute a Contractor Certification Affidavit regarding 1-9 compliance of all employees working in the performance of the Services under this Agreement, in a form attached hereto as Exhibit "D". Contractor warrants that it is and throughout the term of this Agreement will continue to be in full compliance with all Equal Employment Opportunity (E.E.O.) provisions as required by law, regulation or executive order, specifically including but not limited to, the provisions of executive order 11246 of September 24, 1965 as amended. If applicable, Contractor also agrees to execute and lo keep in full force and effect throughout the term of this Agreement a Compliance Undertaking Standard Form 100 (Equal Employment Opportunity Employer Information Report E.E.O.-1). Contractor agrees to indemnify, defend and hold Owner and Agent harmless, and reimburse Owner and Agent for any expenses, attorney's fees or liabilities incurred by Owner or Agent, in connection with Contractor violating any law, rule, or regulation. 13. MAINTENANCE OF RECORDS. Contractor shall maintain written records in accordance with generally accepted accounting procedures showing in detail all costs which it incurs and payments which it receives in the performance of this Agreement, including, without limitation, the amount, purpose and recipient of such payment together with supporting documentation. Such records shall include, but shall not be limited to, payroll records, job cards, attendance cards and job summaries and shall be subject to audit and inspection by Agent, Owner and their respective agents and representatives during the term of this Agreement and for seven (7) years after its expiration or earlier termination, unless a longer period is required by law. Should the audit reveal errors in record keeping, Contractor shall immediately correct same and shaft promptly inform Agent and Owner in writing of the action taken to correct such errors. Audits conducted by Agent or Owner, or their designees shall be an expense of Agent or Owner, provided, however, that if any such audit reveals that the aggregate expenses with respect to the Services are at least fire percent (5%) less than indicated by the books and records maintained by Contractor, then Contractor shall promptly reimburse Agent and/or Owner for the cost of the audit. The right of Agent and/or Owner to audit the books and records maintained by Contractor shall survive the expiration or termination of this Agreement. Contractor agrees that if work and materials to be furnished by Contractor hereunder are for a building in which an office of the United States of America as a tenant is located, and if this Agreement is for an amount exceeding $2,500, Contractor shall permit the Controller General of the United States or any of his or her duly authorized representatives to have access to, and the right to examine any directly pertinent books, documents, papers and records pertaining to this Agreement until the expiration of three (3) years after final payment of any monies has been made pursuant to the provisions of this Agreement. 14. COMPLIANCE WITH LAWS AND POLICIES. (a) Contractor shall at all times comply with all applicable federal, state and local laws, codes, ordinances, rules and legal requirements affecting the Services (including, without limitation, laws concerning the use, handling and disposal of hazardous materials, and laws concerning verifying an individual's legal right to work in the United States), as well as Agent's and Owner's directives, guidelines, procedures, rules, regulations and the like which are furnished to Contractor. (b) This Agreement shall be construed, and the legal relationships between the parties shall be determined, in accordance with the laws of the state in which the Property is located. No rights or remedies available to either party under this Agreement or by operation of law are waived or modified unless expressly waived or modified by that party in writing. (c) Refrigerant Management. With any service work involving the use, removal, disposition, introduction, recycling or any handling of any refrigerants, including but not limited to, CFC or HCFC refrigerants, Contractor shall comply with all federal, state and local laws, ordinances and regulations. All invoices involving refrigerant equipment must be accompanied by a cumulative, historical equipment refrigerant -use log. Contractor shall be responsible for providing notice to Agent of any equipment leaking at a rate exceeding 15% of its total capacity. Contractor shall indemnify, defend and hold harmless Agent and Owner from any and all claims, damages, clean-up, fines, judgments, penalties, costs, liabilities, or losses, arising during or after the contract term, and arising as a result of any use, storage, generation, or disposal of any refrigerants or as a result of any breach of this Section 14(c). 15. TRADEMARK AND PUBLICITY. Contractor shall have no right to use either Agent's or Owner's trademark or trade name, the Property or any image thereof or to refer to this Agreement or the Services performed hereunder -4- C&W SERVICE CONTRACT 01/17/2018 Contract # GP_2021-22_SNOW (2021-22 Snow Removal) directly or indirectly in connection with any product, promotion, advertisement or publication, or the like, without Agent's or Owner's prior written approval, as appropriate, which approval may be withheld for any reason or for no reason. 16. ETHICAL STANDARDS. Contractor agrees that it will not make or confer, or offer to make or confer, any payment to or benefit upon any third party (including, without limitation, any government agency or instrumentality thereof) with the intent to influence the conduct of such third person regarding this Agreement or the business affairs of any of the parties to this Agreement or of the third party. Contractor shall not give or offer gifts, discounts, hospitality or entertainment ("Gifts") to Agent's or Owner's employees or members of their families, which are in excess of the common courtesies associated with normal business practice and/or do not have a justifiable business purpose. Under no circumstances shall Contractor offer or give (i) cash, (ii) gift cards, or (iii) Gifts which might be perceived to impair impartial business judgment, particularly in connection with an anticipated or pending tender, business transaction or the like. The combined value of all Gifts from Contractor shall not exceed $1,000 in any one year period. Violation of this provision by anyone employed or retained by Contractor, or by Contractor itself, shall constitute a default under this Agreement by Contractor. 17. ATTORNEYS' FEES. In the event of any controversy, claim or litigation between or among Contractor, Owner and Agent arising out of or relating to the Services or this Agreement, the prevailing party shall be entitled to reasonable costs and expenses, including, without limitation, attorneys' fees and expert witness fees, as fixed by a court of competent jurisdiction, from the non -prevailing party. 18. DEFINITION OF AGENT AND OWNER. For purposes of this Agreement, any reference to Agent or Owner, except for defining the contracting parties, shall be deemed to include any shareholder, officer, director, principal, partner, beneficiary, subsidiary or Affiliate (hereinafter defined) of any of the foregoing, and their respective heirs, successors and assigns. The term "Affiliate" shall mean, with respect to a specified person, firm or corporation, a person, firm or corporation that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person, firm or corporation specified. For purposes of this definition, "control' when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. 19. LIMITATION OF OWNER'S LIABILITY. No general or limited partner in or of Owner, whether direct or indirect, or any direct or indirect partners in such partners or any disclosed or undisclosed officers, shareholders, principals, directors, employees, members, partners, servants or agents of Owner shall be personally liable for the performance of Owner's obligations under this Agreement. The liability of Owner (including any assignee or successor of Owner) shall be limited to Owner's interest in the Property. In the event this Agreement is executed by Agent, Contractor acknowledges and agrees that Agent is executing this Agreement "as agent for Owner in its capacity as managing agent of the Property for Owner and that Agent shall have no liability or obligation to Contractor under this Agreement. 20. INDEPENDENT CONTRACTOR. Agent, as managing agent for, and on behalf of, Owner, or Owner hereby engages Contractor to perform, as an independent contractor, the Services set forth in this Agreement. Nothing contained herein shall be deemed or construed to create any association, partnership, joint venture or relationship of principal and agent or master and servant or employer and employee between the parties hereto or any affiliates or subsidiaries thereof, or to provide either party with the right, power or authority whether expressed or implied, to create any duty or obligation on behalf of the other party. 21. TERMINATION. (a) Agent and Owner shall each have the right, in their sole and absolute discretion and without payment of any penalty, to terminate this Agreement in whole or in part at any time during the term hereof upon thirty (30) days prior written notice to Contractor. (b) i€ Contractor shall default in the performance of any of its obligations under this Agreement (including without limitation violation of any anti -corruption law), then, Agent and Owner shall each have the right, without payment of any penalty, to terminate this Agreement in whole or in part immediately upon written notice to Contractor. Furthermore, this Agreement and Agent's obligation to pay any compensation to Contractor hereunder shall terminate immediately with respect to all transactions if the continuation of this Agreement would violate Applicable Anti -Corruption Laws (as such term is defined in Section 35 below). (c) If a receiver, liquidator or trustee for Contractor shall be appointed by court order, or a petition shall be filed against Contractor under any bankruptcy, reorganization or insolvency law; or Contractor shall file a petition in voluntary bankruptcy or shall request reorganization under any provision of voluntary bankruptcy, reorganization or -5- C&W SERVICE CONTRACT 01/17/2018 Contract 14 OP_2021-22_SNOW (2021-22 Snow Removal) insolvency laws; or if Contractor shall make an assignment for the benefit of creditors, then this entire Agreement shall immediately terminate upon the happening of any such event. 22. INDEMNIFICATION. Contractor shall, to the fullest extent permitted by law, indemnify and hold harmless Agent and Owner and their respective subsidiaries, affiliates, shareholders, directors, officers, partners and employees from and against any and all liability, claims and demands on account of damage to any property or injury to persons including death resulting therefrom, losses, damages, expenses (including attorneys' fees and investigation costs), payments, recoveries and judgments in connection therewith, to the extent arising out of or caused in any manner by (i) the acts or omissions of Contractor, its employees, agents or subcontractors, or (ii) the performance or failure to perform any Services under this Agreement, or (iii) the breach of any representation or warranty or covenant or condition set forth herein by Contractor, or Contractor's employees, agents or subcontractors, or (iv) the use of any Owner's or Agent's tools cr equipment by Contractor, its employees, agents or subcontractors. Contractor shall, at its own expense, defend any and all actions brought against Agent or Owner based upon any of the foregoing and shall pay all attorneys' fees and all oiler expenses, and promptly discharge any judgments, settlements or compromises arising therefrom. Contractor's liability under this Section 22 shall survive the expiration or termination of this Agreement, but this shall not be construed In mean that Contractor's liability does not survive as to other provisions of this Agreement. 23. COMPENSATION. (a) In consideration for all of the Services to be rendered by Contractor hereunder, Agent, on behalf of Owner, agrees to pay to Contractor, subject to the provisions of this Agreement, the compensation set forth on the cover page hereof or, if applicable, Exhibit "B". (b) Under no circumstances will Contractor receive compensation in cash. (c) Agent shall have no obligation to reimburse costs and expenses (if any) incurred by Contractor in connection with any Services provided hereunder, unless such costs and expenses are supported by receipts, etc., and such costs and expenses are permissible pursuant to Applicable Anti -Corruption Laws. (d) Contractor agrees that Agent is acting only as an agent of Owner, and Contractor will look solely to Owner for any and all obligations or payments due or which may become due to Contractor under this Agreement. If at any time Agent is legally held to be an independent contractor of, rather than an agent for, Owner, Contractor agrees that it will not be paid until and unless Owner furnishes funds specifically designated for payment of the obligations due or to become due to Contractor. (e) It is hereby agreed that payment to Contractor shall be conditioned upon approval of work by all inspecting authorities and submission by Contractor to Agent of satisfactory invoice documentation required by Owner ("Invoice Package"). A complete Invoice Package shall consist of the following: (i) contractor work tickets fully describing the work performed (if applicable); (ii) Agent supplied work ticket with all information completed (if applicable); (iiq copy of Agent's Purchase Order and/or Work Order (if applicable) or this fully executed Agreement and amendments, if any; '(iv) an appropriate contractor lien waiver and lien waivers from all Contractors and subcontractors and materialmen (if applicable); (v) Safety Data Sheets ("SDS") for all regulated materials and substances let on site (if applicable); and (vi) a completed W-9 for federal tax purposes. (f) If required by Agent, Contractor will utilize Agent's electronic invoicing process ("EIP"). Once instructed to use EIP, Contractor shall not submit its invoices in any other format, including a paper invoice. If Contractor submits an invoice in another format, said invoice will be rejected and payment will consequently be delayed. Contractor will ensure that all information contained in any invoice it submits is accurate. If any information is inaccurate, Contractor's invoice may be rejected and payment delayed. 24. LIMITATION ON AGENT'S OBLIGATIONS. Notwithstanding anything to the contrary contained herein, Contractor acknowledges and agrees that Agent's obligation to make payment to Contractor of any compensation hereunder shall be conditional upon Owner providing Agent with funds sufficient to pay such compensation to Contractor. In the event Owner shall fail or refuse for any reason whatsoever to provide Agent with funds sufficient to pay the compensation due to Contractor hereunder, then Agent will not be able to make any payment of such compensation to Contractor. 25. SERVICES GUARANTEE. Contractor agrees to perform all Services in a good, timely and workerlike manner acceptable to Agent and Owner. Contractor unconditionally guarantees all materials, equipment and labor provided under this Agreement for one (1) year after date of final payment to Contractor hereunder or the date of final acceptance -6- C&W SERVICE CONTRACT 01/17/2018 Contract # GP_2021-22_SNOW (2021-22 Snow Removal) of the Services, whichever date is later and shall repair or replace within said period, at its sole cost and expense, any labor, materials or equipment provided or furnished under this Agreement that is damaged, defective or not satisfactory. Contractor shall make or commence to make, within three (3) days of its receipt of written notice from Agent or Owner during the guaranty period, any and all repairs or replacements, without cost to and to the satisfaction of Agent or Owner. If Agent or Owner determine that an emergency exists which requires more immediate action than Contractor is able to provide, Agent or Owner may, without sending any notice to Contractor, perform or cause to be performed such repairs or replacements that Contractor is required to make pursuant to this provision, in which event Contractor shall compensate Owner for the cost thereof not later than ten (10) business days after receipt of written demand therefor. Any repairs or replacements that Contractor is required to make pursuant to this provision shall be prosecuted to completion by Contractor even if such repairs or replacements may not be completed until after the expiration of the guaranty period. The obligations of Contractor to make repairs or replacements under this provision shall not be satisfied, unless the Owner so elects, by the payment of money to the Owner. If Agent or Owner determine in their sole and absolute discretion that any labor furnished or materials or equipment installed under this Agreement are inherently defective, thus being incapable of repair, then Contractor shall, upon notification by Agent or Owner of such a determination, provide a replacement for said labor, materials or equipment. In the event that Contractor fails to comply with this provision, the Owner may, in addition to exercising all other legal and equitable remedies it may have, (1) deduct from any payment due or thereafter to become due to Contractor under this Agreement, the amount of damage, cost or expense caused by said failure by the Contractor, and (2) perform or cause to be performed any needed repairs and replacements, in which event Contractor shall compensate the Owner for the cost thereof. The foregoing Guarantee is in addition and supplementary to any other guarantee which may be provided by Contractor. Warranties and guarantees issued by manufacturers of materials or equipment furnished by Contractor under this Agreement shall not in any way serve to limit the obligations of Contractor under this provision. Notwithstanding the foregoing sentence, any such warranties or guaranties shall inure to the benefit of Agent and Owner, their successors and assigns, and Contractor shall, to the extent possible, assign such warranties and guaranties to Owner. 26. ACTS BEYOND REASONABLE CONTROL. No party shall be considered in default of any of its obligations under this Agreement to the extent that performance thereof is delayed or rendered impossible by acts of God, war, civil commotion, governmental action, fire, storm, flood, explosion, strikes, walkouts, or other industrial disturbances, or any other causes of any nature which is beyond its reasonable control. 27. PATENT/COPYRIGHT. Contractor shall indemnify, hold harmless and defend, at its sole cost and expense, Agent and/or Owner from any loss, damage, expense (including attorneys' fees and costs), payment, recovery and judgment arising out of any claim or threatened claim, alleging that any Services furnished hereunder infringe upon or violate a patent, copyright, trademark, trade secret or other proprietary right of any third party. Owner, at its sole cost and expense, shall have the right to be represented in any such action or proceeding by independent counsel of Owner's own choice. Contractor's liability under this Section 27 shall survive the expiration or termination of this Agreement, but this shall not be construed to mean that Contractor's liability does not survive as to other provisions of this Agreement. 28. DIVISIBILITY. In the event any provision of this Agreement is held to be illegal or unlawful, then the same shall be struck here from and all other provisions shall remain valid and in full effect. 29. ASSIGNMENT BY AGENT OR OWNER. Agent and Owner shall each have the right in their sole and absolute discretion to assign their rights and obligations under this Agreement to any other party. If the Property is at any time sold or otherwise conveyed to a new owner, or if Agent ceases to be the representative of Owner, Contractor agrees that this Agreement shall be deemed automatically assigned to the new owner or the new representative of Owner (as the facts may dictate) and Contractor agrees that it will be paid only from funds furnished by Owner or the new owner for obligations then due or which thereafter become due to Contractor under the Agreement. Notwithstanding the foregoing, Owner may elect by giving prior written notice to Contractor, to terminate this Agreement effective as of the date that such sale is completed or effective as of the date that Agent ceases to be the representative of Owner in which event this Agee, �rtent s ll, s las alheiwisft.prpatid d.hgrein...b? otno.fur1≤hec.ferce r effect._,,.`__ In addition to the foregoing it is understood and agreed that if this Agreement is assigned to Owner or a purchaser of the Property, then from and after the date of such assignment Agent shall be released and discharged from any and all liability under this Agreement arising after the date of such assignment, and Owner (in the event of an assignment to it) or the purchaser of the Property (in the event of an assignment to it) shall be responsible for any and all such liability under this Agreement arising after the date of such assignment, and Contractor will not assert any prior default of Agent under this Agreement as a defense to the performance by Contractor of its obligations under this Agreement. 30. CONTROLLING PROVISIONS. In the event of any conflict or any inconsistency between the terms of any of the paragraphs of the Service Contract, Service Contract Terms, and/or the terms of any Exhibit annexed hereto, the -7- C&W SERVICE CONTRACT 01/17/2018 Contract 8 GP 2021-22_SNOW (2021-22 Snow Removal) inconsistency shall be resolved by giving precedence in the following order: (i) the Service Contract, (ii) the Service Contract Terms, and (iii) the Exhibits annexed hereto. 31. NO THIRD PARTIES BENEFITED. Nothing contained in this Agreement, either expressed or implied, is intended or should be construed to confer upon or give any person or entity, other than Agent, Owner or Contractor, or, subject to the terms of this Agreement, their successors and assigns, any rights or remedies under or by reason of this Agreement. 32. NOTICES. All notices and correspondence required to be given to Agent or Owner or Contractor hereunder shall be addressed as set forth on the cover page to the attention of the person indicated, if any. Any party may designate a diferent address for the service of notices by notice given in accordance with this Section 32. Any and all notices required, or which either party herein may desire to give to the other, shall be made in writing and shall be given by certified or registered mail, postage prepaid, return receipt requested, or by recognized overnight courier, such as Federal Express, and shall be deemed to be given on the third business day folowing the date of posting in a United States Post Office or branch post office or one business day after delivery to the overnight courier. Notwithstanding the foregoing, Agent or Owner may provide a notice of termination via email at Contractor's email address set forth on the cover page, as it may be updated. 33. INSURANCE. Contractor shall, throughout the duration of this Agreement, at its cost and expense, carry and from time to time renew, the insurance set forth on Exhibit "C" annexed hereto and made a part hereof. Contractor agrees that the provisions set forth in this Section 33 and in Exhibit "C" shall be imposed upon, assumed and performed by each of its subcontractors, if any. Certificates in customary form, evidencing that premiums for the foregoing insurance have been paid, shall be delivered by Contractor to Agent simultaneously with Contractor's execution of this Agreement and prior to Contractor performing any Services hereunder. 34. CONRDENTIALITY OF OWNER'S RECORDS. (a) Contractor acknowledges that all information disclosed by Owner or Agent to Contractor for purposes of performing the Services, or which come to the attention of Contractor during the course of performing such Services, constitutes a valuable asset of and is proprietary to Owner and/or Agent. Contractor also acknowledges that Owner, as a party in the business community, may have fiduciary responsibilities to its tenants or customers to keep their records confidential and proprietary. Contractor shall not disclose said information or knowingly permit its employees, officers or agents to disclose said information, to any non -employee of Contractor or to any employee of Contractor not having a specific need -to -know in performing the Services authorized by Agent and Owner. Additionally, Contractor agrees that all designs, plans, reports, specifications, drawings, inventions, processes and other information or items produced by Contractor for purposes of performing the Services, will be assigned to Owner as the sole and exclusive property of Owner and Owner's assigns, nominees and successors. (b) Contractor further agrees to instruct its employees, officers and agents not to sell, lease, assign, transfer or reveal to any organization, company or individual any of said information whether oral or written, without the prior written consent of Agent, and agrees to take all reasonable steps necessary to ensure fulfillment of this obligation. (c) In the event that a subpoena or other legal process is served upon Contractor that in any way concerns information disclosed by Owner or Agent to Contractor, Contractor agrees to notify Agent immediately upon receipt of such subpoena or other legal process and will cooperate with Agent and/or Owner, at Owner's or Agent's expense, in any lawful effort by Owner and/or Agent to contest the legal validity of such subpoena or other legal process. This Section 34 shall survive the termination of this Agreement. 35. CONTRACTOR REPRESENTATION AND WARRANTIES. (a) Contractor is aware of and familiar with the provisions of the U.S. Foreign Corrupt Practices Act, as amended, and its purposes, and any other anti -corruption law applicable in a jurisciction in which Contractor or any party hereto may have conducted or will conduct business (herein "Applicable Anti -Corruption Laws"), and has not, directly or indirectly, violated any Applicable Anti -Corruption Law. Without limitation of the generality of the foregoing, neither Contractor nor any of his/her/its directors, officers, agents, employees or third parties acting on behalf of Contractor: (i) has made or will make, directly or indirectly, any payment, loan or gift (or any offer, promise or authorization of any such payment, loan or gift), of any money or anything of value to or for the use of -8- C&W SERVICE CONTRACT 01/17/2018 Contract # GP 2021-22 SNOW (2021-22 Snow Removal} any Government Official under circumstances in which any of them knows or has reason to know that all or any portion of such money or thing of value has been or will be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of inducing the Government official to do any act or make any decision in her/her official capacity (including a decision to fail to perform his/hedits official function) or use his/her/its influence with a government or instrumentaity thereof in order to affect any act or decision of such government or instrumentality or to assist Agent in obtaining or retaining business; (ii) has made or will make, directly or indirectly, any payment, loan or gift (or any offer, promise or authorization of any such payment, loan or gift), of money or anything of value to or for the use of any employee, agent, or representative of another company, or to any other person, under circumstances in which any of them knows or has reason to know that all or any portion of such money or thing of value has been or will be offered, given or promised, directly or indirectly, for the purpose of inducing or rewarding the Improper Performance of any public function or business activity; or (iii) has received or will agree to receive, directly or indirectly, any payment, loan or gift (or any offer or promise of any such payment, loan or gift), of any money or anything of value as an inducement or reward for the Improper Performance of any public function or business activity; (b) For purposes of this Agreement, a "Government Official' is (a) an officer, employee or any person acting in an official capacity for or on behalf of a government, including its departments, agencies, instrumentalities, quasi- or partially -government owned or controlled entities; (b) an officer or employee of an international organization (e.g. World Bank, United Nations); (c) an officer or employee of a political party or any party official, or a candidate for political office; (d) a member of the royal or ruling family of a country; or (e) any individual who is a principal or senior manager of, or who has an immediate family or close personal relationship or business ties with, any of the foregoing individuals or entities. (c) For purposes of this Agreement, "Improper Performance" means the performance or non- performance by a person of an act, or the making of a decision, in breach of an expectation or duty of good faith, impartiality, and/or trust, including for the purpose of securing an improper business advantage for Contractor. (d) Contractor will, and will cause his/her/its directors, officers, agents, employees or third parties acting on behat of Contractor to act in full compliance with Agent's Global Anti -Corruption Policy, to the extent permissible under local law and to the extent Agent's Global Anti -Corruption Policy applies to Contractor. A copy of Agent's Global Anti -Corruption Policy shall be furnished to Contractor upon Contractor's written request therefor. (e) Neither Contractor nor any of his/her/iits directors, officers, agents, employees or third parties acting on behalf of Contractor has a family relationship with any Government Official in the jurisdictions in which it or they will conduct business pursuant to this Agreement, except as disclosed to, and agreed to in writing, by Agent. Contractor will advise Agent promptly to the extent any such family relationship arises during the term of this Agreement, and Contractor and each of his/her/its directors, officers, agents, employees or third parties acting on behalf of Contractor will provide adequate assurances, whether in the form of a certification, a formal recusal by the relevant family member or otherwise, to satisfy Agent that no violation of Applicable Anti -Corruption Laws will arise as a result of such family relationship. Should in any instance Agent determine, reasonably and in good faith, that Contractor or arty of his/her/its directors, officers, agents, employees or third parties acting on behalf of Contractor has failed to provide adequate assurances that a particular family relationship will not violate the Applicable Anti - Corruption Laws, Agent reserves the right to terminate this Agreement immediately in accordance with this Section. (f) Contractor will use all reasonable efforts to assist and cooperate with Agent in relation to any police, judicial or regulatory investigation in relation to any suspected bribery or corruption. (g) Contractor will, and will cause his/her/its directors, officers, agents, employees or third parties acting on behalf of Contractor to act in full compliance with Agent's Global Vendor/Supplier Integrity Policy, to the extent permissible under local law and to the extent Agent's Global Vendor/Supplier Integrity Policy applies to Contractor. A copy of Agent's Global Vendor/Supplier Integrity Policy shall be furnished to Contractor upon Contractor's written request therefor. 36. NOTIFICATION/CERTIFICATION REQUIREMENTS. Upon request, Contractor agrees that it will, and at least annually, certify the continuing accuracy of the Representations and Warranties provisions of this Agreement. Contractor further agrees that should it learn of information regarding any possible violation of applicable laws and regulations in connection with Agreement, Contractor will immediately advise Agent of such knowledge or suspicion. -9- C&W SERVICE CONTRACT 01/17/2018 Contract # GP_2021-22_SNOW (2021-22 Snow Removal) 37. ANTI -MONEY LAUNDERING/ECONOMIC SANCTIONS. Contractor has not, directly or indirectly, entered into any transaction that violates any applicable anti -money laundering law or policy, and there has been no action by any person, or any internal investigation, relating thereto. Contractor is aware of and familiar with all U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC°) and applicable international laws and regulations pertaining to the detection and, prevention, and reporting of potential money laundering and terrorist financing activities. Contractor has not conducted business with individuals, entities, organizations or countries that are targets of U.S. sanctions laws and regulations or other applicable international economic sanctions laws and regulations. Contractor has not, directly or indirectly, made funds available to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of are' person, or in any country or territory, that, at the time of such funding, is subject to any U.S. sanctions administered by OFAC. Neither Contractor nor any of its directors. officers, agents, employees or third parties acting on behalf of Contractor: i. is listed on the Specially Designated Nationals (°SDN°) list maintained by OFAC or any other similar list maintained by the United States Department of State, Department of Commerce or any other government authority or pursuant to any Executive Order of the President; ii. have been determined to be subject to the prohibitions contained in Presidential Executive Order No. 13224; iii. has been previously indicted for or convicted of any Patriot Act Offense. 38. MISCELLANEOUS. (a) Authority. Each individual signing this Agreement on behalf of a legal entity represents that he or she holds the office and/or position in such legal entity respectively indicated hereinafter for him or her, and has full right and power and has been duly and legally authorized to act on behalf of such legal entity in executing and entering into this Agreement. (b) Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original of this Agreement but all of which, taken together, shall constitute one and the same Agreement. Signatures transmitted by e-mail (via PDF format) shall be acceptable for purposes of execution of this Agreement. (c) Federal Contracts. In the event a tenant in the Property is a federal entity, Contractor shall comply with any employment eligibility verification requirements, attached hereto as Exhibi "P. 39. ENTIRE AGREEMENT. This Agreement and any Exhibits annexed hereto shall constitute the entire understanding between the parties with respect to the subject matter hereof and all prior representations or agreements, whether written or oral, are merged herein. This Agreement shall not be varied by an oral agreement or representation or by anything other than an instrument in writing of a subsequent date hereto, executed by both parties by their duly authorized representatives. -10- C&W SERVICE CONTRACT 01/17/2018 Contract It GP_2021-22_SNOW (2021-22 Snow Removal) EXHIBIT "A" Description of Services • Threshold= 2" each parking lot • "On call" shoveling as requested Scope of services: Snow removal at Greeley Plaza. CITY OF GREELEY SCOPE OF WORK: AREAS IN RED ON THE MAP SNOW REMOVAL STARTS AT 1 INCH OR GREATER SNOW REMOVAL IS TO BE COMPLETED BY 7AM M -F CONTACT FOR CITY OF GREELEY SNOW REMOVAL Jon Maya 970450-9685 CITY OF GREELEY CITY OF GREELEY C&W SERVICE CONTRACT 01/17/2018 CUSHMAN/VENDOR SCOPE OF WORK: AREAS IN GREEN ON MAP PLOWING STARTS AT 2 INCHES CITY OF GREELEY CUSHMANNENDOR - includes sidewalk on East side between parting lot & budding. CITY OF GREELEY CUSHMAN/VENDOR at CITY OF GREELEY CUSHMAN/VENDOR -11- Contract Si 61).2021-22...SNOW (2021-22 Snow Removal) EXHIBIT "A" Description of Services Scope of services: Snow removal at Greeley Plaza. CITY OF GREELEY SCOPE OF WORK: AREAS IN RED ON THE MAP SNOW REMOVAL STARTS AT l INCH OR GREATER SNOW REMOVAL IS TO BE COMPLETED BY 7AM M -F CONTACT FOR CITY OF GREELEY SNOW REMOVAL. Jon Anaya 970-350-9585 CITY OF GREELEY CITY OF GREELEY CUSHMANNENDOR SCOPE OF WORK: AREAS IN GREEN ON MAP PLOWING STARTS AT 2 INCHES CUSHMANNENDOR - includes sidewalk on East side between parking lot & building. CITY OF GREELEY CUSHMANNENDOR CUSHMANNENDOR CITY OF GREELEY CUSHMANNENDOR C&W SERVICE CONTRACT AMENDMENT 081716 Contract #2.019-2020 Snow Remov (2019-2020 Snow Removal) TERIN Nfil 5312 W 9'i' St Dr, Suite 120, Greeley, CO 80634 Cushman & Wakefield 772 Whalers Way, Suite 200 Fort Collins, CO 80625 (97.0)304-1183 Office SNOW MANAGEMENT AGREEMENT This Snow Management Agreement (the "Agreement') is made by and among ALL TERRAIN LANDSCAPING ("ALL TERRAIN'), and Cushman & Wakefield ("Property Owner'). ALL TERRAIN and Property Owner are collectively referred to herein as the "Parties." The effective date of this Agreement as October 27, 2021. RE',S, ALL TERRAIN is a Colorado limited liability company engaged in snow management and landscaping with a principal place ofbusir:ess located in Weld County, Colorado, and WHEREAS, Property Owner owns property in Weld County, Colorado and WHERE, the Pathos desire to enter into an agreement for the management of snow at each of the Exhibit A properties on the following terms and conditions set forth below. Now THEREFORE, m consideration of the covenants, a cements and consideration contained in this Agreement and intending to be legally bound hereby, the Parties understand and agree as follonn• 1. Properti-Location. The location of snow to be managed is 822 lei Street, Greeley. Colorado, further identified in a snap of the property location attached as Exhibit A. hereinafter referred to as the ;'property:' The areas of where snow shalt be managed will be highlighted on the map Further, Property Owner shall designate on Exhibit A w_re accumulated snow shall be piled up by ALL TERRAIN for storage on the Property_ The Parties shall sign and date Exhibit A upon the swung of this Agreement. 2. Scope of Services. ALL TERRAIN shall manage the accumulation of snow on the Property only after the accumulation of 2 inches of fresh snowfall on small walk east side of building and 2 inches of fresh s=owtall and in parking lots. up to 5 inches of fresh snowfall Fresh snowfall greater than 5 inches shall be billed at the rates identified m paragraph 5 3. Enron' merit. ALL TERRAIN shall provide management, materials labor, and equipment to accomplish the Scope of Services identified above ('Snow Management Services") -12- C&W SERVICE CONTRACT 01/17/2018 Contract # GP 2021-22 SNOW (2021-22 Snow Removal) Cushman & Wakefield Greek} Plaza - &22 7th meet Page 2 of 5 127f102I 4. Rate. For Snow Management Services, the following fee schedule will apply, with a one -hour minimum charge per service: • Hand Shovel $60 per hour • Plow Truck $125 per hour • Skid. $160perhour • 4 -yard Skid Bucket $60 per how (in addition to hourly Skid rate) • ATVIM£55.b1TS5 $75 per hour • Tandem. DtmmpTruck $115perhout • Backhoe $195 per hour • Ice Melt $20 per bag • Ice Slicer $0.30 per pound • Meg Chloride $330 per gallon • Ice SlicerAfag Chloride Delivery Truck $115 per honer (one -hour ) • Loader -600 $220 per hour • Loader --700 $250 per hour • Loader --$00 $50oper hour Property Owner expressly assumes die risk o€ loss or damage to property front (i) the use of chemicals and their effect on concrete or asphalt, and (d) the use of 53W9/ meal equipment on concrete or asphalt. ALL TBRRA.lh dram ant= all liability for the reasonable use of chemicals and mow removal equipment in the performance of is work wader this Age S. Holiday Rate. Management of snow in excess of 5 inches of fresh snow, or on Thanksgiving Day, Christmas Day, New Year's Day, and Easter Sunday will be at 15 times the rates identified in paragraph 4. 6. Payment Terms. Payments for invoiced Snow Management Services shall be paid within 30 days of invoice date. Property Owe agrees to payment of 2% interest per month on all invoices that are not paid within 30 days. Payments shall be made payable to All Terrain Landscaping. Property Owner shall inform ALL TERRAIN of any billing discrepancies within 10 days of the invoice date. Property Owner's failure to bring to the attention of ALL TERRAIN within 10 days of the invoice date any billirnp discrepancies shall waive Properly Owner's right to dispute said invoice. Verbal communications disputing billing discrepancies must be sabstanti.ated by Pro�eity Owner in writine witlinn v o� firer ado aiLZ"'FEttRTaf _ .-_ . Per sang • bn�Inag disczepaactes. Rains-lisEed `ur paragraph 3 - — — - -- reflect a cash discount. 7. Property Owner Obligations. The Parties agree that Property Owner's obligations are as follows: • Property Owner maintairs the responsibility for monitoring and inspecting the Propel y. -13- C&W SERVICE CONTRACT 01/17/2018 Contract a GP_2021-22 SNOW (2021-22 Snow Removal) Cushman & Wakefield Greeley Plaza - 8_2'2 7'h sneer Page 3of5 10121/2021 • Commencements of plowing operations are at the discretion of ALL TERRAIN, based upon snow accuunulations at the Property. The Property Owner understands that snow accumulations may vary regionally, and that accumulations in one region are not necessarily indicative of the accumulations at the Property. The Property Owner maintains the responsibility for monitoring and inspecting premises. • ALL TERRAIN is not responsible for the melting and/or re -freezing of snow, ice or rain after application of salt or melting agent(s). • Services provided by ALL TERRAIN are deemed to be satisfactory and complete unless Property Owner notifies ALL TERRAIN of a problem within 24 hours of the services being performed. Property Owner agrees to email ALL TERRAIN at snow@atpslandscaping.com to report any issues or to request ALL TERRAIN to return to the property. • ALL TERRAIN is not responsible for injuries or losses that occur before ALL TERRAIN arrives at the Property to perform Snow Management Services or after ALL TERRAIN leaves the Property. • Property Owner agrees to domm fy and hold harmless ALL TERRAIN from any and all damages or claims by any person arising as a result of the Property Owner's negligence. • The Property Owner must keep plowing areas clear of vehicles, debris, newspapers, and various other items to ensure a thorough plowing. The Property Owner must keep vehicles garaged where applicable. It is ALL TERRAIN'S policy to stay a minimum of two (2) feet away from garage doors, structures, and all vehicles parked in the plowing area. ALL TERRAIN is not responsible for clearing between parked vehirles or other obstacles. If a vehicle is blocking the area to be plowed, ALL TERRAIN will only plow and be responsible for the open portion of the plowing area. If ALL TERRAIN is called back to plow the remainder of the area where vehicles or debris had been in the way, the Property Owner will be billed at a prorated amount. • It is understood that ALL TERRAIN is not responsible for incidental damages from plowing or deicing materials to ground cover, turf, shrubbery, landscape lighting, parking curbs, paver bricks, hardscapes, blacktop surfaces, concrete, movement of gravel, moving of vehicles, and snow piling around parked vehicles. • The Property Owner is responsible for any damage to obstacles that protrude from the surface of the pavement. This includes utilities such as water shut -oft, electrical boxes, sewer vents & clean outs and any other obstacles on or within ten (10) inches of the pavement. The Property Owner understands that mow plowing, by its very nature, involves pushing a steel blade over the surface of the pavement If your pavement is defective, deteriorated, weakened, frost heaved, or, was installed improperly, the remits of this previous damage am more likely to appear after snow plowing. ALL TERRAIN is not responsible for any damages to pavement or curbs. The Property Owner is responsible for all damage caused to andlor by hidden objects. S. Term. The term of this Agreement starts on the effective date set forth above and, unless sooner terminated, shall terminate April 1:, 2022. Property Owner shall have the right, in its sole discretion, to terminate this Agreement on 10 days' written notice to ALL TERRADI and upon full payment of any and all outstanding Snow Management Services invoices. If the -14- C&W SERVICE CONTRACT 01/17/2018 Contract # GP_2021-22_SN0W (2021-22 Snow Removal) Cashman & Wakefield Greeley Plaza - 822 7'b Street Page 4 of 10/29/2422 Property is sold or conveyed to a new owner, Property Owner may either assign this Agreement with the written consent of ALL TERRAIN or Property Owner may terminate this Agreement. All Terrain may terminate this Agreement on 10 days written notice for (1) breach of this Agreement_ or (0 failure to pay invoices when due. Unwire to Property Owner: Cushman Sr Wakefield 772 Whalers Way, Suite 200 Fort Collins, CO 80525 Fina#i heatlerranda37aeushurake.coni If to Contractor All Terrain Landscaping 5312 W 9t St Dr.„ Suite 120 Greeley, CO 80634 Finail office@ateslandscaoine.€om 9. Insurance. ALL TERRAIN shall carp and pay for Workers' Compensation Insurance and Comprehensive General and Automotive Liability Insurance. Property Owner shall carry and pay far general liability insurance. Liability limits shall be in amounts not less than $1,000,000 per occurrence, 52;000,000 aggregate.. 10. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties and supersedes all prior negotiations;proposed or otherwise, written or oral, ca g� and agreements, P concerning the subject matters hereof. Furthermore, no modification of this Agreement shall be binding unless in writing and signed by each of the Parties hereto. 11. Readings. All titles and headings in this Agreement are intended solely for convenience of reference and shall lit no way limit or otherwise affect the interpretation of any of the provisions hereof I2. Severability . Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, including the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect 13. Governing Law. This Agreement shall be gos€+erned by, construed and enforced in accordance with the laws of the State of Colorado without regard to the principles or provision of conflicts of laws. 14. Counterparts. This Agreement may be executed simultaneously in two counterparts by facsimile, each of which wall be deemed to be an original, and it will not be necessary in ,nAing proof of this Agreement to produce or account for more than one of such counterparts. 15. Actor new -Fees. In the event that any litigation or collection effort is instituted by any t eftlis*greewen to - Parties specifically agree that the subctantially prevailing Party shall be entitled to, among other things, the recovery of reasonable attorney fees and costs incurred in comedian with such action or efforts, including those attorney fees and costs incurred in enforcing any judgments obtained through such adions or efforts. The term "substantially prevailing Party" chali include, but is not limited to, a Party who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, setdemcnt, judgment or abandonment by the other Party of its claims) or defense_ -15- CREW SERVICE CONTRACT 01/17/2018 Contract R GP_2021-22_SNOW (2021-22 Snow Removal) Cushman & Wakefield Greeley Plaza - 7R+ Street Pap 5 af5 10{27/2021 IN WITNESS WHEREOF, THE CLIENT AND CONTRACTOR HAVE CAUSED THIS AGREEMENT TO BE DULY E' C'UTED ON THE DATE FIRST HEREIN WRITTEN, ALL COPIES OF WHICH, FOR ALL INTENTS ANTI PURPOSES, SHALL BE CONSIDERED THE ORIGINAL. CLIENT: Cushman & Wakefield Greeley Plaza CONIXACTOE All Terrain Landscaping By: By: Printed: Printed: Title: Title: Date: Date: -16- C&W SERVICE CONTRACT 01/17/2018 Contract # GP 2021-22 SNOW (2021-22 Snow Removal) EXHIBIT "B" Contract Payment Terms COMPENSATION: Contractor shall be compensated for the services outlined in Exhibit A and below. 2021-2022 SNOW REMOVAL: 4. Rate. For Snow Management Services, the following fee schedule will apply, with a one -hour minimum charge per service: • Hand Shovel $60 per hour • Plow Truck $125 per hour • Skid $165 per hour • 4 -yard Skid Bucket $60 per hour (in addition to hourly Skid rate) • ATV/MT55/MT85 $75 per hour • Tandem Dump Tmck $115 per hour • Backhoe $195 per hour • Ice Melt $20 per bag • Ice Slicer $0.30 per pound • Mag Chloride $3.50 per gallon • Ice Slicer/Mag Chloride Delivery Truck $115 per hour (one -hour inininnun) • Loader -600 $220 per hour • Loader -700 $250 per hour • Loader -800 $500 per hour INVOICING: Contractor shall submit invoices to Owner in care of Agent. All invoices shall be sent by EMAIL: nocoinvoices c cushwake.com BILL TO: Weld County ---Cft�Cushman �1NakeTield-PM- � _-. _ - - --- 772 Whalers Way, Suite 200 Fort Collins, CO 80525 ATTN: Danielle Flaskegaard -17- C&W SERVICE CONTRACT 01/17/2018 Contract # GP_2021-22 SNOW (2021-22 Snow Removal) EXHIBIT "C" Contractor Insurance Requirements Contractor shall, throughout the duration of this Agreement at its cost and expense, carry and from time to time renew, the insurance set forth below: (A) Commercial General Liability Insurance in the minimum amount of $1,000,000 per occurrence, $2,000,000 per location aggregate, including Personal Injury Coverage (False Arrest, Detention or Imprisonment, Malicious Prosecution, Libel, Slander, Defamation or violation of Right of Privacy, Wrongful Entry or Eviction or other Invasion or Right of Private Occupancy), broad form Property Damage (including broad form contractual Lability coverage for Contractor's indemnification as provided for in this Agreement), Premises Operations, Products/Completed Operations Hazard, and Independent Contractors; Owner; (B) Worker's Compensation Insurance in statutory amounts which shall contain a waiver of subrogation in favor of Agent and (C) Employer's Liability Insurance in the minimum amount of $500,000; (D) Commercial Automobile Liability Insurance covering owned, non -owned and hired automobiles, trucks and trailers used by Contractor in the minimum amount of $1,000,000 combined single limit for Bodily Injury and Property Damage; (E) in the event that Contractor is to have access to, or Is responsible for handling, Agent's or Owner's funds, Fidelity Bond coverage on a blanket basis covering Contractor and its employees, in an amount as Agent or Owner shall reasonably request, having such deductible as shal be determined from time to time by Agent or Owner, and naming Agent and Owner as a loss payee; (F) Non -occupational and Disability Insurance, if required by the State where the Property is located; (G) In the event that Contractor is to park motor vehicles as part of the Services herein, Garage Keepers Legal Liability Insurance in an amount of not less than $1,000,000, which insurance may be subject to a deductible provision not to exceed $250 per occurrence; (H) th the event Contractor is to operate a parking garage as part of the Services herein, Garage Liability Insurance in an amount of not less than $1,000,000 combined single limit and (I) Umbrella Liability providing coverage excess of the required employer's liability, commercial general liability, and commercial automobile liability insurance policies in a minimum amount of $2,000,000 unless otherwise approved in writing by Agent or Owner. Ail such Insurance shall be issued by reputable insurance companies licensed to do business in the state where the Property is located, have a Best's rating of not less than A -MI, and otherwise be satisfactory to Owner. All of such policies shall be on an "occurrence basis" and Agent (and Agent's subsidiaries and affiliates who are performing services at the Property), Owner, and any additional parties requested by Owner or Agent shall be named as additional insureds under Contractor's General Liability, Automobile Liability and Umbrella Liability insurance policies as follows: Cushman & Wakefield U.S., Inc., and Weld County, Colorado. Certificates in customary form, evidencing that premiums for the foregoing insurance have been paid, shall be delivered by Contractor to Agentsimultaneously with Contractor's execution of this Agreement and prior to Contractor performing any Services hereunder. Within thirty (30) days prior to expiration of such insurance similar updated certificates shall be delivered by Contractor to Agent evidencing the renewal of such insurance, together with evidence of the payment of the premium. All certificates of insurance must contain a definite provision that if the policies of insurance evidenced by such certificates are canceled or changed during the periods of coverage as stated therein, in such a manner as to effect the coverage afforded by such policies, written notice will be mailed to Agent and Owner by certified mail and return receipt requested at least thirty (30) days prior to such cancellation or change. Contractor shall procure an appropriate clause in, or endorsement on, each of its policies for fire or extended coverage insurance and on all other forms of property damage insurance covering the Contractors personal property, materials or equipment whereby the insurer waives subrogation or consents to a waiver of the right of recovery against Agent (and Agent's subsidiaries and affiliates who are performing services at the Property), Owner, and any additional parties requested by Owner or Agent, and having obtained such waiver of subrogation or waiver of the right of recovery, Contractor hereby agrees that it will not make any claim against or seek to recover from Agent (and Agent's subsidiaries and affiliates who are performing services at the Property), Owner and/or any additional parties requested by Owner or Agent, for any loss or damage to property or damage to property of others or bodily injury or death arising from any risk or peril or the type covered or coverable by ary insurance policy actually carded by or required to be carried by Contractor pursuant to the terms of this Agreement. Contractors Commercial General Liability, Automobile Liability and Umbrella Liability insurance policies shall be primary and noncontributory, and any such insurance maintained by Agent and/or Owner shall be secondary and non-contributory and excess over any applicable insurance required to be maintained by Contractor hereunder. -18- C&W SERVICE CONTRACT 01/17/2018 Contract # GP_2021-22_SN0W (2021-22 Snow Removal) EXHIBIT "D" Contractor Certification Affidavit Services: 2021-22 Snow Removal Property: Greeley Plaza 822 7th Street Greeley, CO 80631 Contractor: All Terrain Laanddscapin H&O' The undersigned, ) er (aro /1 {J ("Contractor's Representative"), has reviewed the Form I - 9s for the empbyee(s) of All Terrain Landscaping ("Contractor") identified as to those who are or will be performing the above referenced services ("Services") at the above referenced property ("Property") pursuant to that certain Service Contract dated October 28, 2021, ("Agreement") between Owner, by Agent as agent for Owner, and Contractor. Such review has been conducted pursuant to and in accordance with this Agreement. In connection witl- such review, the undersigned has reviewed copies of employment eligibility and identity documentation for each such individual to the extent required to be maintained pursuant to the Agreement or otherwise maintained by the Contractor in accordance with its policies and in accordance with applicable Federal, State and local law. The undersigned hereby certifies that the Contractor has verified the employment eligibility and identity of the individuals who will or are performing work on the Services pursuant to Form 1-9 requirements, has correctly completed the relevant sections of the Form I -9s for such individuals (and to the extent that any violations are discovered that are of a nature that, in the undersigned's reasonable judgment, are eligible for cure, such violations have been corrected to the extent possible), has enrolled in E -verify, or similar program, and verified all new hires through E -verify, or similar program, hired after the date of this certification and all employees assigned to the Services if required by Federal laws pertaining to federal contracts and subcontracts) and is in compliance with all applicable Federal, State and local Immigration Laws (as defined in the Agreement) with respect to such individuals. This Certification may be delivered to and relied upon by Owner and/or Agent. Certified by the undersigned as true, correct and complete this day of Hoomber , 2021. STATE OF A4radv COUNTY OF LVnJJ )ss. On this L. day of ,r. 20k, before me appeared / 4e7Lrase to me personally known, who, being by me duly swan, acknowledged the signing of this document to be of his/her free act as an agent of the Contractor and that he/she executed the same for the purposes therein stated. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above — written. My commission expires: TIDY WERNER BOGART PUBLIC STATE OF COLORADO NOTARY ID 20104006771 MY COMMISSION EXPIRES MANCH 01, 2022 C&W SERVICE CONTRACT 01/17/2018 Notary Public in and for said County and State rker Type orrint Name -19- Contract ## GP_2021-22 SNOW (2021-22 Snow Removal) ASSIGNMENT OF SERVICE CONTRACT FROM CUSHMAN AND WAKEFIELD, U.S. INC. TO FACILITIES DEPARTMENT FOR PROPERTY MANAGEMENT AND EXTENSION OF AGREEMENT FOR SNOW REMOVAL SERVICES APPROVED S 0 SUBSTANCE: Elect Official or Department Head APPROVED AS TO FUNDING: Controller APPROVED AS TO FORM: tS County Attorney Hello