THIS LANDSCAPE SERVICES AGREEMENT (this "Agreement") is entered into between HRZN, Inc. ("Horizon"), and the Client ("Client"). If Client is other than the record owner of each property where goods or services will be delivered under this Agreement, then Client is executing and entering into this Agreement on its own behalf and as duly authorized agent for the record owner(s) of those properties.
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NOW, THEREFORE, Client and Horizon mutually agree to the following terms and conditions:
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​​GENERAL: Horizon shall provide landscaping service to the Client at its location in accordance with this agreement. Horizon shall provide all materials, tools, equipment and labor necessary to complete the task in the manner described in the subparagraph below. All materials shall be of suitable construction, composition and quality to achieve the intended function within the landscape. All plants and other products and materials to be supplied by Horizon under this agreement shall be subject to inspection by Client prior to their installation.
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​SALES TAX: Sales tax will be collected and remitted by Horizon, in accordance with state and local laws for all applicable items, unless Client is tax exempt. For tax exempt or reselling entities, a tax exempt or reseller certificate must be provided to Horizon. Whether or not a tax line item is displayed on a proposal, if taxes are due, it is the responsibility of the Client to pay the tax.
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​​MATERIAL WARRANTY: Horizon guarantees nursery stock, unless specified otherwise, for one full year from the date of purchase or installed by Horizon with a 1-year paid maintenance program to include Winter Watering visits so long as the plants are being maintained by Horizon. No replacement will be given on plants injured, destroyed, or killed by vandals, insects, animals (to include urinating dogs), or acts of God such as hail, rain or flood, snow, freezing temperatures, wind or any chemical (such as ice melt, pesticides or fertilizer, etc.) Plants will not be warranted in the instance of irrigation issues on the client’s property. There is no guarantee or warranty as it pertains to any replacement plants. Horizon guarantees all mechanical parts against defects as it pertains to irrigation systems for one year from the date of installation. Horizon, however, does not guarantee any parts damaged due to freezing whether or not Horizon winterized the system, or damage which has resulted from work performed on the system completed by any party other than Horizon. In the event Client breaches the terms of this agreement by failure to make payments as specified, all warranties shall be null and void, and Horizon shall be entitled to damages for materials, expenses, attorneys fees, costs, and interest.
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IRRIGATION: Irrigation is billed "Port-to-Port" based on Time and Material (T&M) with a minimum of 1 hour charged per visit. All repairs which can be addressed under $500 will be performed while the irrigation technician is onsite. The invoice for such repairs will be sent to the client for payment. Any repairs which will cost in excess of $500 will be communicated to the client for preauthorization before repairs are made. By signing this contract, Client acknowledges and approves all repairs under $500 to be performed immediately after an issue has been located, without contacting Client before making the repair. After hours emergency irrigation services will be billed at the afterhours rate of $150 per hour with a minimum of 2 hours. Repairs will not be made after hours; systems will be turned off in order to stop the flow of water. Repairs will be made during business hours at normal hourly rates.
SLIPS AND TRIP HAZARDS: Horizon will work to keep the area around work areas clean and tidy while completing installations and ongoing maintenance activities, as is practical for such activities. Horizon accepts no responsibility for the Client, their guests, employees, or other persons on the Client’s property in the instance where they slip or trip, fall or die as a result of walking on or threw an area where an installation or maintenance activity is occurring. Water, ice, mulch, rock, soil and plant materials such as leaves can be slippery and may cause a potential hazard. Loose debris, materials, tools, holes and such may cause a trip hazard. Horizon accepts no responsibility for injury or death as a result of these potential hazards. Horizon will take appropriate precautions, in line with industry standards, to keep all work areas clean and/or to direct persons around such areas while work is being performed.
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​UNDERGROUND UTILITIES: It is the responsibility of the client to ensure that all privately owned utilities are clearly identified and marked prior to the commencement of a project. This is to include but is not limited to irrigation, sprinkler, electric, gas, sewer, water, communications or any other buried privately-owned facility. Any unmarked utility damaged from job performance shall be of no fault to Horizon.
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​FORCE MAJEURE: In any case where Horizon is required to act, delays caused by or resulting from Acts of God, war, civil commotion, fire, flood or other casualty, labor difficulties, shortages of labor, materials or equipment, government regulations, or other causes beyond such party's reasonable control shall not be counted in determining the time during which work shall be completed, whether such time be designated by a fixed date, a fixed time or a reasonable time, and such time shall be deemed to be extended by the period of such delay.
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​CLIENT’S RESPONSIBILITIES: Client shall cooperate with Horizon during all phases of the Services and provide Horizon with such information as requested which is necessary for the satisfactory performance of the Services. Client shall provide Horizon with access to the Premises during both regular working hours and as necessary, at other times so that Horizon can conduct both regular maintenance and any special service. Client is responsible for maintaining irrigation system(s) at Client’s facility. It is the Client's responsibility to know and communicate the legal boundaries of the property for which work is being performed. It is the Clients responsibility to address and pay for any modifications to jobs in which the Client directs Horizon to compete work in an area which has an Easement for any purpose and/or where the work area extends beyond the boundaries of the Clients property.
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​PAYMENT TO HORIZON: As full and complete compensation for the Services.
​For Services performed pursuant to this Agreement, Client shall pay Horizon and annual service fee. Client shall pay Horizon in advance of services, according to the attached billing information and schedule. Invoices will be dated the first (1st) day of each month for which service is to be performed, and payments are due no later than the 15th calendar day of the same month. Overdue Service Fees or Work Order Charges s shall be subject to an administrative charge equal to the lower of: (i) 1.5% per month (18% per year) and (ii) the highest rate permitted by law, in either case multiplied by the unpaid balance. Automatic drafts from the Client’s bank account or credit card will be drawn on the first business day of each month; If paid by credit card, a 3% convenience fee may be added to the total invoice. If at any point an outstanding invoice becomes 60 days past due, Horizon will immediately cease all services to the client until all payments are received in full. In which instance, all warranties shall be voided. If an outstanding invoice becomes 90 days past due, Horizon reserves the right to send the outstanding invoice(s) to collections and/or to place a lien against the client's property.
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​12-MONTH PAYMENT TERMS: 12-month payment terms divide the payment amount due from the Client to Horizon over 12 even monthly payments. If the contract is cancelled prior to the 12 payments being made in full, the client will pay for the portion of the contract which has been completed as stated below.
​Services Completed Through: April: 16%, May: 31%, June: 41%, July: 53%, August: 62%, September: 71%, October: 85%, November: 93%, December: 100%, January: 100%, February: 100%, March: 100%.
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​​Depending on the month services stops will determine the amount due to Horizon. As an example, if service ends at the end of August, 62% of the total contract amount will be due.
​For new installation or service is to begin, all new Clients will pay Horizon a 50% down payment of the total invoice outstanding. All Clients currently under an ongoing maintenance contract with Horizon, will be invoiced for the services for which this contract is applicable after the job is complete. The down payment is non-refundable as it will be used for the purchase of materials which Horizon cannot return. Immediately following the completion of the project installation, the remaining balance of the proposal is due to be paid in full via check, credit card or ACH transfer to Horizon.
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​BILLING PLATFORMS / PORTALS: If the Client requires the use of an online billing platform for the submission of estimates, invoices, change orders, etc; Horizon will invoice the Client for the amount the Billing Platform charges Horizon. Horizon may also charge the Client a monthly administrative fee for the time required to use the planform.
​​INDEPENDENT CONTRACTOR: Horizon shall be an independent Horizon with respect to performance of the Services, and neither Horizon nor anyone employed by Horizon shall be deemed for any purpose to be the employee, agent, servant, or representative of Client in the performance of the Services.
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​TERM AND COMMENCEMENT: Either Horizon or Client may terminate this Agreement without cause upon 30 day's prior written notice to the other party. If Client terminates this Agreement without cause prior to end of the then current term, Client will, within fifteen (15) days of the Termination Date, pay Horizon (i) all amounts owed to date for Services performed; (ii) reimbursement of any incentives such as, but not limited to, Enhancement Credits; discounts, rebates, etc. and (iii) to compensate Horizon for having to allocate employees and resources to the Properties, an amount equal to what Horizon would have earned if the Agreement remained in effect through the end of the then current term (as calculated in accordance with this contract.
(b) If either party materially breaches the terms of this Agreement and fails to cure such breach within 30 days after written notice from the non-breaching party specifying such breach, then the non-breaching party may elect to immediately terminate this Agreement by written notice to the breaching party. In addition to and without limiting the foregoing, if Client fails to timely pay any Service Fees, Work Order Charges, or administrative fees due under this Agreement, then Horizon may elect, in its sole discretion, to (i) delay, withhold, suspend or cancel Services without further notice to Client, and Horizon shall have no responsibility whatsoever for any consequences thereof, in respect of which the Client hereby indemnifies Horizon, and fees (as set out hereunder) shall continue to accrue and any extra expenses resulting from such withholding shall be for the Client's responsibility and/or (ii) immediately terminate this Agreement upon written notice to Client. (c) Either Horizon or Client may immediately terminate this Agreement upon written notice to the other party if (i) the other party makes an assignment for the benefit of creditors, (ii) a petition of bankruptcy is filed by or against the other party or (iii) all or substantially all of the other party's property is levied upon or scheduled to be sold in a judicial proceeding.
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​INSURANCE: Horizon shall maintain adequate and effective insurance at all times while performing the Services to cover the activities at the Premises. Upon request by Client, Horizon shall provide Client documentation of said insurance coverage.
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​APPLICABLE LAW: This agreement shall be interpreted under the laws of the state of Colorado.
​ALL CLIENT PROPOSALS ARE VALID AND HONORED FOR A PERIOD UP TO 30 DAYS. AFTER 30 DAYS, HORIZON MAY PROVIDE AN UPDATED PROPOSAL TO THE CLIENT. BY COMMUNICATIONG YOUR ACCEPTANCE OF THIS PROPOSAL, AND BY AGREEING TO PAY FOR WORK TO BE COMPLETED YOU ACCEPT AND AGREE TO ALL TERMS AND CONDITIONS WITHIN THIS DOCUMENT WHETHOR OR NOT YOU SIGN THE CONTRACT.