Landscape Services Agreement

Landscape Services Agreement

This Landscape Services Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: whose address is (hereinafter "Client"), and Contractor Name: whose address is (hereinafter "Contractor").

RECITALS

WHEREAS, Client desires to obtain professional landscape maintenance, installation, and related services for the property located at (the "Property"); and

WHEREAS, Contractor represents that it is duly qualified, equipped, and experienced to perform landscape services and is willing to provide such services to Client under the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance of the Services (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services. Contractor shall perform the landscape services described in the Detailed Scope of Work attached hereto and incorporated by reference (the "Services"). Contractor shall perform the Services in a professional and workmanlike manner consistent with industry standards.

2. TERM

2.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until Completion Date: unless earlier terminated in accordance with Section 11.

3. COMPENSATION

3.1 Fees. Client shall pay Contractor for Services performed as follows:

3.2 Retainer. If a retainer is required, Client shall pay a retainer in the amount of prior to commencement of Services.

3.3 Late Payment. Amounts unpaid after the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law; Client shall also pay reasonable collection costs and attorneys' fees incurred by Contractor in collecting overdue amounts.

4. MATERIALS, EQUIPMENT, AND SUBCONTRACTORS

4.1 Materials and Equipment. Unless otherwise agreed in writing, Contractor shall supply all materials, labor, tools, and equipment necessary to perform the Services. Materials provided by Contractor shall be of good quality and appropriate for the intended purpose.

4.2 Subcontractors. Contractor may engage qualified subcontractors to perform portions of the Services, provided Contractor remains responsible for subcontractor performance and compliance with this Agreement.

5. ACCESS, UTILITIES, AND SITE CONDITIONS

5.1 Access. Client shall provide Contractor and its employees and subcontractors reasonable access to the Property, including necessary access to water and electrical sources where applicable. Contractor shall coordinate access times with Client.

5.2 Site Conditions. Client represents that it has disclosed all known conditions that could affect performance of the Services, including underground utilities, sprinkler systems, hazardous materials, and special landscape features. Contractor shall not be responsible for correcting preexisting site defects unless agreed in writing.

6. PERMITS, COMPLIANCE, AND TAXES

6.1 Permits and Laws. Contractor shall obtain and maintain all permits, licenses, and approvals required for the performance of the Services, unless otherwise expressly agreed. Both parties shall comply with all applicable laws, ordinances, and regulations.

6.2 Taxes. Contractor is solely responsible for its federal, state, and local taxes, employer taxes, and other assessments arising from compensation paid to Contractor and its employees. Client shall not withhold taxes from payments to Contractor.

7. INSURANCE

7.1 Insurance Coverage. Contractor shall maintain at its expense commercial general liability insurance with limits not less than per occurrence and workers' compensation as required by law. Upon request, Contractor shall furnish certificates of insurance evidencing such coverage.

8. INDEMNIFICATION

8.1 Contractor Indemnity. To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless Client and its agents, officers and employees from and against all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's negligent performance or willful misconduct in the performance of the Services.

8.2 Client Indemnity. Client shall indemnify, defend and hold Contractor harmless from claims arising out of Client's negligence, intentional acts, or failure to disclose hazardous conditions on the Property.

9. WARRANTIES; DISCLAIMER

9.1 Contractor Warranties. Contractor warrants that labor performed under this Agreement shall be performed in a professional manner. Manufacturer warranties for plants, materials, and equipment, if any, shall be passed through to Client to the extent assignable. Contractor's sole obligation under this limited warranty shall be to repair or replace defective workmanship or materials at Contractor's option.

9.2 Disclaimer. Except as expressly set forth in this Agreement, Contractor disclaims all other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

10. TERMINATION

10.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice.

10.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within ten (10) calendar days after receipt of written notice specifying the breach.

10.3 Payment on Termination. In the event of termination, Client shall pay Contractor for all Services performed and materials supplied up to the effective date of termination and for reasonable demobilization costs.

11. CONFIDENTIALITY

11.1 Confidential Information. Each party shall maintain in confidence any proprietary or nonpublic information disclosed by the other party in connection with this Agreement and shall not disclose such information to third parties except as required by law or with the disclosing party's prior written consent.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Consequential Damages. Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, punitive, or special damages, including lost profits.

12.2 Cap on Liability. Except as provided in the indemnity obligations, the aggregate liability of Contractor to Client for any claim arising under this Agreement shall not exceed the total compensation paid to Contractor under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

13. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by written notice to the other party. Notices shall be deemed given upon personal delivery, return receipt of certified mail, or two (2) days after deposit with a nationally recognized courier service.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

14.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

15. GOVERNING LAW; DISPUTE RESOLUTION

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is located, without regard to its conflicts of laws principles.

15.2 Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the parties cannot resolve the dispute within thirty (30) days, the dispute shall be submitted to non-binding mediation. If mediation fails, the parties may pursue any remedy available at law or in equity, provided that any court action shall be brought only in the state and federal courts located in the state where the Property is situated.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 Entire Agreement. This Agreement, including any attachments or schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

16.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be replaced with a valid provision that most closely reflects the parties' original intent.

17. MISCELLANEOUS

17.1 Independent Contractor. Contractor is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, agency, joint venture or partnership relationship between the parties.

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