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HomeMy WebLinkAbout26-28 Approving Agreement for Tree Watering Services with SuperTrees Colorado LLC – 03.18.2026RESOLUTION NO. 26-28 A RESOLUTION OF THE BOARD OF TRUSTEES OF. THE TOWN OF FIRESTONE COLORADO APPROVING AN AGREEMENT FOR SERVICES BETWEEN THE TOWN OF FIRESTONE AND SUPERTREES COLORADO LLC FOR A TREE WATERING SERVICES WHEREAS, the Town of Firestone ("Town") has recently planted a number of new trees in public parks, streets, and community spaces to improve environmental quality and urban greenery; and WHEREAS, newly planted trees require consistent watering and maintenance during their early growth period to ensure survival and healthy development; and WHEREAS, proper care and watering of these trees will help enhance air quality, provide shade, and contribute to the overall beauty of the community; and WHEREAS, the Forestry Division has determined that additional tree watering services are necessary during the current growing season; and WHEREAS, to perform such task, the Town solicited quotes from three qualified providers and selected SuperTrees Colorado, LLC ("SuperTrees") as the responsive and responsible bidder; and WHEREAS, staff recommends that the Board of Trustees approve the selection of SuperTrees to perform the Tree Water Services. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Agreement for Services between the Town of Firestone and SuperTrees Colorado, LLC for the Agreement for Services is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. PASSED AND ADOPTED this 18`h day of March, 2026. TOWN OFF O COLORADO on Co ac Jr. ayor EST: AJt MaA&) Missy Carranco, Deputy Town Clerk SEAL. APPROV TO FORM: M eith M own Attorney AGREEMENT FOR SERVICES THIS AGREEMENT FOR SERVICES (the "Agreement") is made and entered into this Lfty of M(UGh , 2026 (the "Effective Date"), by and between the TOWN OF FIRESTONE, a Colorado municipal corporation with an address of 9950 Park Avenue, Firestone, Colorado 80504 (the "Town"), and _SUPERTREES COLORADO LLC_, an independent contractor with a principal place of business at 5185 Emerson St. Denver, CO 80216("Contractor") and provides services as follows: SCOPE OF SERVICES A. Contractor shall provide to the Town certain services described in Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference and known as: Firestone Tree Replacement P2026-9340. Furthermore, the Contractor shall furnish all labor, equipment, supplies and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services. B. A change in the Scope of Services shall not be effective unless authorized as an amendment or modification to this Agreement. If the Contractor proceeds without such written authorization, the Contractor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. II. TERM AND TERMINATION A. This Agreement shall commence on the Effective Date and shall continue until Contractor completes the Scope of Services to the satisfaction of the Town or until terminated as provided herein. B. Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall pay the Contractor for all work previously authorized and completed prior to the date of termination. If, however, the Contractor has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. Ill. COMPENSATION A. In consideration for the completion of the Scope of Services by Contractor, the Town shall pay the Contractor a fixed sum not to exceed $_59,415.00_. This amount shall include all fees, costs and expenses incurred by the Contractor, and no additional amounts shall be paid by the Town for such fees, costs, and expenses. B. The Town will make payment due to the Contractor for compensation for completed services within thirty (30) days after invoices are submitted by the Contractor, which invoice(s) may not be submitted more frequently than monthly. Invoices shall include the basis upon which payment is requested, such as the percentage of the Project completed or actual time, materials and expenses. The Town shall submit invoice disputes, it any, to the Contractor within thirty (30) days for a resolution by mutual consent. C. Set -Off: In addition to any other rights the Town has under this Agreement to indemnification or recoupment, Contractor agrees that the Town is entitled to set off any amounts it may owe Contractor under this Agreement against such claims for indemnification or recoupment. IV. PROFESSIONAL RESPONSIBILITY A. Contractor hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and licenses in good standing, required by law. The work performed by Contractor shall be timely and in accordance with generally accepted practices and the level of competency presently maintained by other practicing contractors providing the same or similar type of services in the applicable community. B. The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. C. Contractor shall at all times comply with all applicable laws, such as the preference for Colorado labor set forth in Art 17 Title 8 C.R.S. and including without limitation all current and future federal, state and local statutes, regulations, ordinances and rules relating to: the emission, discharge, release or threatened release of a Hazardous Material into the air, surface water, groundwater or land; the manufacturing, processing, use, generation, treatment, storage, disposal, transportation, handling, removal, remediation or investigation of a Hazardous Material; and the protection of human health, safety or the indoor or outdoor environmental, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq. ("CERCLA"); the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. CRCRA"); the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; the Clean Water Act, 33 U.S.C. § 1251, et seq.; the Clean Air Act; the Federal Water Pollution Control Act; the Occupational Safety and Health Act; all applicable environmental statutes of the State of Colorado; and all other federal, state or local statutes, laws, ordinances, resolutions, codes, rules, regulations, orders or decrees regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect. V. OWNERSHIP Any materials, items, and work specified in the Scope of Services, and any and all related documentation and materials provided or developed by Contractor shall be exclusively owned by the Town. Contractor expressly acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire." To the extent, if at all, that it does not constitute a "work made for hire," Contractor hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work. The Town may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Contractor. VI. INDEPENDENT CONTRACTOR Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation that it is a Town employee for any purposes. Contractor understands that Contractor is not entitled to unemployment insurance benefits from the Town. Contractor shall be responsible for payment of all taxes, including federal, state and local taxes arising out of Contractor's activities under this Agreement, including, by way of illustration but not limitation, federal and state income tax, social security tax, unemployment insurance taxes, and any other taxes or business license fees as required. VII. INSURANCE A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to this Agreement. At a minimum, Contractor shall procure and maintain, and shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. 1.1. Worker's Compensation insurance as required by law. 1.2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain continuous coverage. Any insurance carried by the Town, its officers, its employees, or its contractors shall be excess and not contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any deductible losses under any policy. C. Contractor shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement. VIII. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs, and assigns from and against all claims, liability, damages, losses, expenses, and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, recklessness or other fault of Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor, or which arise out of a worker's compensation claim of any employee of Contractor or any employee of any subcontractor of Contractor. IX. MISCELLANEOUS A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado. B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligations of this Agreement. C. Integration. This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications. D. Third Parties. There are no intended third -party beneficiaries to this Agreement E. Notice. Any notice under this Agreement shall be in writing and shall be deemed sufficient when personally presented or sent pre -paid, first-class U.S. Mail to the Party at the address set forth on the first page of this Agreement. F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G. Modification. This Agreement may only be modified upon written agreement of the Parties. H. Assignment, Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I. Governmental Immunity. The Town and its officers, attorneys, and employees are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to the Town and its officers, and employees. J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. K. Subject to Annual Appropriation. Nothing herein shall constitute a multiple fiscal year obligation pursuant to Article X, § 20 of the Colorado Constitution Any financial obligation of the Town is subject to annual appropriation by its Board of Trustees. Any failure of a Board of Trustees to annually appropriate monies to finance the Town's obligations under this Agreement shall terminate the Agreement upon the expenditure of the appropriated funds. , shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. L. Force Maieure. No Party shall be in breach of this Agreement if such Party's failure to perform any of the duties under this Agreement is due to Force Majeure, which shall be defined as the inability to undertake or perform any of the duties under this Agreement due to acts of God, floods, storms, fires, sabotage, terrorist attack, strikes, riots, war, labor disputes, epidemic, pandemic, forces of nature, the authority and orders of government or pandemics. M. Representative Authority. Each person signing this Agreement represents and warrants that they are duly authorized and have the legal capacity to execute the Agreement. In Witness Whereof, the Parties have executed this Agreement as of the Effective Date. I1SS Catrrau1CO , bghtfy Town Cltrk. State of Colorado ) ss. County of Se 4c,t 50 v1 Attorney CONTRACTOR By: JC p f'l b C rndn LCC, Ctur'aa Mona3e / The foregoing instrument was subscribed, sworn to and acknowledged before me this Lo day of t4tay ck 20216 by TW.vict i5ourscdu.d4- as ('✓____ of 5, ocr ir'e eS c� IL, L L -C My commission expires: ci • Z" -toil at} NIARIAH HUNT NOTARY PU2LJC STATE OF GOLOM60 NOTARY fO 20144041c25 — --- -- MYcOMMRslDNEX"4NESDECEIABER27,202? Notary Public EXHIBIT A SCOPE OF WORK Contractors Duties During the term of this Construction Contract, Contractor shall perform the following duties, as directed by the Town: • Contractor shall water 100 trees identified by the Town, following the agreed upon schedule • Contractor shall wrap all tree trunks in preparation for winter • Contractor shall rent and return Town's hydrant meter • Contractor shall abide by the Town of Firestone's operating hours 7am-7pm Contractor's Deliverables In performance of the duties described above, Contractor shall deliver the following items to the Town, during the timeframes established by the Town: Contractor shall provide all necessary, labor, vehicles, water tanks, hoses, pumps and safety equipment Contractor shall provide tree wrap material Contractor shall provide a one-year warranty on trees planted by the contractor and those that are planted in irrigated areas. NOTE: The warranty does not cover non -irrigated trees, vandalized trees, or pest damaged trees. Schedule March —2 applications April — 2 applications May —2 applications June —4 applications July —4 applications August —4 applications September —4 applications October —4 applications November —2 applications December —2 applications 5 Floating applications to be used where needed The schedule may be adjusted as needed due to operational needs or weather conditions, provided both parties agree and the total scope of work remains at thirty-five (35) applications, with twenty (20) hours allocated per application.