Landscape Maintenance Agreement

THIS AGREEMENT made and entered into this [ordinal number of day] day of [name of month], [number of year] by and between [name of owner] (Owner), and [name of corporation], a [type of corporation] corporation having an office at (hereinafter referred to as Maintainers);WITNESSETH:WHEREAS, Owner owns and operates the premises known as [name of premises] in the City of [name of city], State of [name of state] (the Property); andWHEREAS, Maintainers is in the business of providing landscaping services to residential real estate developments; andWHEREAS, the parties hereto have agreed that Maintainers shall provide such landscaping services, all for the consideration, and upon the terms, provisions, and conditions hereinafter set forth;NOW, THEREFORE, in consideration of the premises, the covenants and agreements herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:Section 1. Landscaping. Owner hereby employs and hires Maintainers, or a division thereof, to provide landscaping services at the Property and Maintainers agrees to provide such services pursuant to the terms and conditions hereinafter set forth:(a) Maintainers, or a division thereof, will perform weekly landscaping maintenance commencing April 1st and ending October 31st during each year of the Agreement.(b) The weekly maintenance program will include (i) weekly cutting of all grass areas; (ii) edging of all walkways and shrub borders; (iii) weed control of shrub and tree beds; (iv) pruning of shrubs and trees, when necessary; and (v) cleaning of walkways, following servicing of the landscaped areas.(c) Maintainers shall provide for the following chemical applications: (i) in April, crabgrass prevention, fertilizer, and grub control applications; (ii) in May, fertilizer application; (iii) in June, broad leaf weed control application; (iv) in July and August, insecticide application; (v) in September, fertilizer, insecticide, grub control, and broad leaf weed control applications; and (vi) in October, fertilization application.(d) The weekly maintenance program shall not include the following items: (i) seeding or sodding any grass areas which need replacement; (ii) replacement of dead shrubs and trees; (iii) replacement of mulch in beds; (iv) cleanup of landscaped areas before April 1st or after October 31st during each year of the Agreement.(e) In the event that any service(s) or supplies in addition to that described in (a) to (c) above are requested by Owner, Maintainers will provide same and shall receive, as payment for such additional service(s) or supplies, compensation comparable to changes by other maintenance companies offering the same range of services and qualified personnel. Owner shall render, along with such payments, Sales Tax at the rate of [text percentage rate of sales tax] percent ([percentage rate of sales tax]%).Section 2. Compensation. Maintainers shall receive, as full payment for all landscaping services performed under this Agreement, an annual amount as follows: for the first year, the amount shall be $[dollar amount of payment]; thereafter, the amount shall be adjusted to an annual basis, based upon increases to the Revised Consumer Price Index for Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, for the City of [name of city], All Items ([number of price] -100), or a successor or substitute index appropriately adjusted (the Price Index), over the price index for the Base Year. This Base Year index shall mean the average of the monthly All Items Price Index for each of the twelve (12) months of the Base Year (the Base Year being the full calendar year in which the term of the Agreement commences). The increase shall take effect as of the anniversary date of the Agreement. The annual adjustment shall be based upon the percentage difference between the Price Index for the calendar month immediately preceding the anniversary date of the Agreement and the price index for the Base Year. The adjusted annual amount shall be payable in equal monthly installments until it is readjusted pursuant to the terms of the Agreement. In the event that this Agreement is renewed, as provided in Section 8 of this Agreement, the annual amount shall be adjusted during such renewal year in accordance with the foregoing terms. The Base Year index (the Base Year being the full calendar year in which the term of this Agreement commenced) shall be used for purposes of determining the annual amount due during any renewal year.Notwithstanding the foregoing, it is agreed that the adjusted annual amount shall in no event be less than $[dollar amount of sum] per annum.Section 3. Sales Tax. This Agreement is subject to sales tax, which is based upon [text percentage rate of sales tax] percent ([percentage rate of sales tax]%) of the annual compensation which is due and owing during each year of the Agreement as calculated pursuant to Section 2 hereof. The annual amount of sales tax shall be payable by Owner in equal monthly installments, along with the monthly installments of the annual compensation payable pursuant to Section 2 hereof.Section 4. Insurance. Maintainers shall, at all times, keep in full force and effect (i) comprehensive general liability insurance, on an occurrence basis, of not less than $1,000,000 for personal injury and $50,000 for property damage; and (ii) Workers Compensation and Disability insurance covering its employees. Maintainers shall furnish Owner with a certificate from its insurance carrier or carriers, prior to the effective date of this Agreement, showing its compliance with the foregoing insurance requirements, and the insurers extension of a least ten (10) days prior notice of any cancellation to Owner.Section 5. Independent Contractor. Maintainers shall, for all purposes, be deemed an independent contractor, rather than an agent of Owner or the Board, and Maintainers agrees that it shall not hold itself out to third parties other than as an independent contractor.Section 6. Indemnification. Maintainers shall not be liable to Owner for any loss or damage, unless caused by Maintainers own gross negligence or misconduct. Owner agrees to indemnify and hold harmless Maintainers for any liability, damages, costs, and expenses (including reasonable attorneys fees, costs, and disbursements) sustained or incurred for injury to any person or damage to any property in, about, and in connection with the Property, from any cause whatsoever, unless such injury shall be caused by Maintainers own gross negligence or misconduct.Section 7. Term, Termination of Agreement. This Agreement shall be in effect for a term of three (3) years from the date hereof.This Agreement will be renewed automatically from year to year following its expiration, unless canceled by either party upon the giving of at least sixty (60) days prior written notice. The annual amount due during any renewal year shall be determined in accordance with Section 2 of this Agreement.This Agreement is subject, however, to the right of Maintainers to terminate this Agreement for any reason, or for no reason, at the end of any calendar month, upon the giving of at least sixty (60) days prior written notice.Section 8. Notices. All communications, notices, and demands of any kind which either party may be required or desire to give to or serve upon the other party shall be made in writing, and shall be delivered by personal service to an officer of the other party or sent by certified mail, return receipt requested, to the following addresses:

To Owner:

[Name of owner]

[Address of owner]

[Address of owner]

To Maintainers:

[Name of maintainer 1]

[Name of maintainer 2]

[Address of maintainers]

Any such notices sent by mail shall be presumed to have been received by the addressee four (4) business days after posting in the United States mail. Either party may change its address by giving the other party written notice of its new address as provided herein.Section 9. Default in Payments. In the event that Owner defaults in making any payments required hereunder, and Maintainers engages an attorney, collection agent, or other agency for collection of such payments, then the balance due herein shall be increased by [text percentage rate of increase] percent ([percentage rate of increase]%) as and for reasonable attorneys fees.Section 10. Assignment. This Agreement may be assigned by Maintainers at any time, upon the giving of ten (10) days notice to Owner.Section 11. Entire Agreement, Amendments. This Agreement and the items incorporated herein contain all of the agreement of the parties hereto with respect to the matters contained herein, and no prior agreement or understanding pertaining to any such matter shall be effective. No provisions of this Agreement may be amended or modified in any manner whatsoever, except by an agreement in writing signed by each of the parties hereto.Section 12. Captions. Captions to articles, sections, and paragraphs of this Agreement are not a part of this Agreement and shall not be deemed to affect the meaning or construction of any of its provisions.Section 13. Severability. If any term or provision of this Agreement, or the application thereof, to any person or circumstance shall, to any extent, be invalid or unenforceable, the remaining terms and provisions of this Agreement, or the application of such terms or provisions to the person or circumstances, other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law.Section 14. Governing Law. This Agreement shall be construed in accordance with the laws, including the conflict of law rules, of the State of [name of state].IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.[Name of party 1]By:_____________ [Name of authorized representative 1][Name of party 2]By:_____________ [Name of authorized representative 2]Notes