[Vendor Name]
[Address]
[Date]
March __, 2016
This letter agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide landscaping services (as described on Exhibit A) to GPM Investments, LLC and certain of its subsidiaries (collectively, “Company”).
1.Services
The Company hereby engages you, and you hereby accept such engagement, as an independent contractor to provide landscaping services to the Company on the terms and conditions set forth in this Agreement.
a.You shall provide to the Company the services set forth on Exhibit A (the“Services”).
b.The Company shall not control the manner or means by which you perform the Services.
c.You shall furnish, at your own expense, the equipment, supplies and other materials used to perform the Services. The Company shall provide you with access to its premises to the extent necessary for the performance of the Services.
2.Term
The term of this Agreement shall commence on the later of the date this Agreement is executed by you or April 1, 2016and shall continue until November 30, 2016unless earlier terminated in accordance with Section 7. Any extension of the term will be subject to mutual written agreement between the parties.
3.Fees and Expenses
a.As compensation for the Services, the Company shall pay you a fixed fee of $ ______per month during the term of this Agreement (the “Fees”), payable monthly on the completion of all Services to the Company’s satisfaction and the receipt by the Company of all completed Landscaping Work Orders for each site awarded to you by the Company and each time you visited the site to perform services. Attached hereto asExhibitB, is a list of each location assigned to you and the monthly fee payable to you for each location. Attached hereto as Exhibit C is a copy of the Landscaping Work Order that should be completed by you and signed by the appropriate Company employee after each time you perform service at a site.
b.Compensation for other amounts owed shall be invoiced by you and paid in accordance with the GPM Investments Invoice Remittance Policy, attached hereto asExhibitD, which must be signed by you in connection with this Agreement.
4.Representations and Warranties
You represent and warrant to the Company that:
a.You have the required skill, experience and qualifications to perform the Services. You will perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for landscaping services and you shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner.
b.You shall perform the Services in compliance with all applicable federal, state and local laws and regulations.
5.Indemnification
You hereby agree todefend, indemnify and hold harmless the Company and its affiliates and their officers, directors, managers, employees, agents, successors and permitted assigns and any other person or entity that Company or its affiliates are required to defend, indemnify, and hold harmless (including landlords and fuel brands) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from:
a.bodily injury, death of any person or damage to real or tangible, personal property resulting from your acts or omissions; and
b.your breach of any representation, warranty or obligation under this Agreement.
The Company may, but shall not be obligated to, satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you. All indemnity obligations shall survive the termination or expiration of this Agreement.
6.Insurance
- During the Term, you shall maintain in force, worker’s compensation insurance meeting at least statutory minimums and including employer’s liability insurance, in an amount of not less than $1,000,000; commercial general liabilityinsurance (covering auto, bodily injury and property damage), in an amount of not less than $1,000,000; errors and omissions insurance, in an amount of not less than $1,000,000; and an umbrella liability policy in an amount not less than $3,000,000 in excess of primary insurance, in each case with insurers reasonably acceptable to the Company. You further agree, upon request by the Company, to secure bonding in such amounts reasonably determined by the Company to be adequate. It is your obligation to ensure that the Services are covered by your insurance and are not subject to any exclusions in your insurance policy. This insurance may be used to support your indemnification obligations in Section 6 however the limits of insurance or any denial of coverage does not affect your obligation to provide the indemnification set forth in Section 6.
- “GPM INVESTMENTS, LLC, ITS OFFICERS, MEMBERS, MANAGERS AND ALL SUCCESSORS, ASSIGNEES, SUBSIDIARIES AND AFFILIATES” shall be listed as additional insured under your commercial general liability policy. You shall forward a certificate of insurance verifying the insurance listed in Section 6(a) and naming the Company as additional insured under your commercial general liability policy upon your execution of this Agreement and at any other time upon the Company's written request. Such certificate shall indicate that such insurance policies may not be cancelled before the expiration of a thirty (30) day notification period and that the Company will be immediately notified in writing of any such notice of termination.
7.Termination
a.The Company may terminate this Agreement, in whole or in part.for any reason upon thirty (30) days’ written notice to you. In the event of termination pursuant to this Section 7(a), the Company shall pay you on a proportional basis any Fees then due and payable for any Services completed up to and including the date of such termination.
b.The Company may terminate this Agreement, in whole or in part.effective upon written notice to you, in the event that you breach this Agreement(including by failure to provide the adequate level or quality of services) and you do not cure such breach within three (3) days after receipt of written notice of such breach.
8.Assignment
You shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without the Company’s prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the parties hereto and their respective successors and assigns.
9.Miscellaneous
a.The terms of this Agreement are confidential information of the Company and may not be disclosed by you to any third parties without the written consent of the Company unless required by law or court order.
- During the term of this Agreement, you agree to purchase fuel at the Company’s locations throughout the Service area whenever possible and commercially feasible.
- All notices under this Agreement shall be addressed you at the address set forth on the first page of this Agreement and to Company at the address set forth on Exhibit A(or to such other address that may be designated by the receiving party from time to time in accordance with this section). All notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or certified or registered mail (in each case, return receipt requested, postage prepaid). Notices shall be effective upon delivery if delivered by personal delivery, the date of first attempted delivery if delivered by courier, the date of faxing if sent by facsimile and three (3) days after the postmark date if sent by mail.
d.This Agreement, together withExhibits A through D, which are incorporated by this reference, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance. No waiver by any party shall operate or be construed as a waiver in respect of any other failure, breach or default, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof.
e.You are an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between you and the Company for any purpose. You have no authority (and shall not hold yourself out as having authority) to bind the Company and you shall not make any agreements or representations on the Company's behalf without the Company's prior written consent. Without limiting the foregoing, you will not be eligible under this Agreement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on your behalf. You shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. Any persons employed by you in connection with the performance of the Services shall be your employees and you shall be fully responsible for them. To the extent you subcontract any of your obligations hereunder, in addition to being in violation of this Agreement, you will be solely liable for paying your subcontractors.
f.This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia, without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the city of Richmond, Virginia in any legal suit, action or proceeding arising out of or based upon this Agreement or the Services provided hereunder.
g.If this Agreement accurately sets forth our understanding, kindly execute the enclosed copy of this Agreement and return it to the Company. This Agreement will, at the Company’s option, be void and have no force and effect if not signed by you within ten (10) days of the date listed above.
GPM INVESTMENTS, LLC
By:By:
Name: Tracie FarmerChris Giacobone
Title: Procurement ManagerCOO
ACCEPTED AND AGREED:
______
By: ......
Name:
Title:
Date:Federal Tax Id. No./Social Security No.:
EXHIBIT A
LANDSCAPING SCOPE OF WORK
6-Month landscaping period begins April 1, 2016 and will continue through September 30, 2016. Spring
Clean-up will be completed by May 1, 2016 and Fall Clean-up service will be conducted no later than
September 30, 2016. Completion of Exhibit B is required with every service and submitted with invoices to
8-Month landscaping periods begins March 1, 2016 and will continue through October 31, 2016. Spring Clean-up will be completed by April 1, 2016 and Fall Clean-up service will be conducted no later than October 31, 2016.Completion of Exhibit B is required with every service and submitted invoices to
Spring Clean-up:
- General clean-up of leaves, sticks, trash and debris from turf areas, landscape beds, dumpster areas, and curb lines along property.
- Mow all turf areas once every 7 days, except in July and August.
- Mow all turf areas once every 10 days in July and August.
- All grass clippings and debris resulting from mowing should be removed from curbs, concrete and asphalt surfaces during each site visit. Clippings are not to be blown into streets, parking lots or mulched areas.
- Use edger on all beds along turf and sidewalk/curbed areas.
- Remove grass and/or weeds growing from implanted areas, sidewalks, asphalt surfaces, and surface cracks around the building and entire site by herbicide and/or mechanical processes.
- Remove excess mulch/topsoil within bed lines to provide an initial neat appearance.
- Apply a suitable pre-emergent herbicide to the bed areas after all old mulch is removed and PRIOR to new mulch being installed.
- Supply and install mulch. Spread to 3” to ensure mulch is at the proper level and won’t be washed or blown away.
- Apply weed and feed application to all turf areas.
Mowing/Edging/Weeding Monthly Service:
- All turf areas to be cut when reaching a height of no more than 4”.
- All grass clippings and debris resulting from mowing should be removed from curbs, concrete and asphalt surfaces during each site visit. Clippings are not to be blown into streets, parking lots or mulched areas.
- All trash and debris is to be removed from all landscape beds and turf area prior to servicing the site.
- All hedges and low shrubs are to be kept in shape throughout the landscape season with a maximum height of 18” (knee-high).
- Landscape beds are to be fully weeded and edged at each visit and mulch will be topped off (no less than 3”).
- All trees are to be “lolli-popped” as needed throughout the land season as to allow for maximum visibility to the store, as well as all perimeter signs and area lighting.
Fall Clean-up:
- General clean-up of leaves, sticks, trash and debris from turf areas, landscape beds, dumpster areas, and curb lines along property.
- Mow all turf areas before reaching the maximum 4” height.
- All grass clippings and debris resulting from mowing should be removed from curbs, concrete and asphalt surfaces during each site visit. Clippings are not to be blown into streets, parking lots or mulched areas.
- Use edger on all beds along turf and sidewalk/curbed areas.
- Remove grass and/or weeds growing from implanted areas, sidewalks, asphalt surfaces, and surface cracks around the building and entire site by herbicide and/or mechanical processes.
- Remove excess mulch/topsoil within bed lines to provide an initial neat appearance.
- Apply a suitable pre-emergent herbicide to the bed areas after all old mulch is removed and PRIOR to new mulch being installed.
- Supply and install mulch. Spread to 3” to ensure mulch is at the proper level and won’t be washed or blown away.
- Spread Tall Fescue Seed.
All trash/debris is to be removed from site and disposed of according to the local disposal code(s). AT NO TIME is a GPM trash container/enclosure to be used for disposal of grass, other trimmings or debris.
MUST HAVE COMMERCIAL INSURANCE with GPM Investments, LLC and its affiliates as a named insured.
There must be no exclusions for landscaping work.
1
EXHIBIT B
GPMLandscaping Work Order
Store # ______City ______State ______Date of Service ______
Name of company and landscaper on site ______
Time In (must check in with store before starting) ______Time Out (must have work order signed/stamped by store) ______
Store person who reviewed work ______
Signature of store person who reviewed work ______
Circle appropriate answer:
- Has DARK BROWN MULCH been put down around beds and trees? (Y or N)
- Are mulch beds full/presentable- free of all grass and weeds? (Y or N)
If “No”, explain______
- Is gas price sign visible and all light poles not obstructed by trees or bushes? (Y or N) (may require bid)
- Are all weeds removed from concrete including sidewalks, dispensers, etc including brown dead weeds and green ones? (Y or N)If “No”, explain______
- Are all weeds removed from mulch beds and flower areas? (Y or N)
If “No”, explain______
- Are all bushes trimmed and shaped nicely and no weeds growing through? (Y or N)
If “No”, explain______
- Was all trash picked up from the lawn and mulch beds (Y or N) If “No”, explain______
- Are rock beds full and free of all weeds including brown sprayed ones (Y or N)
If “No”, explain______
- Was grass area cut before it reached more than 4 inches in height? (Y or N)
If no, how high was it approximately and is there brown cut grass on lawn? ______
9.Is the dumpster area, in and around, free of weeds and growth? (Y or N)
If “No”, explain ______
10.Are all areas around and in back of store free of growth and nothing touching the building? (Yor N)
If “No”, explain______
11.Are all trees rounded and shaped? (Y or N) (may require bid)
If “No”, explain______
12.Are all grass trimmings removed from concrete? (Y or N)
If “No”, explain______
VENDOR MUST TURN IN SIGNED AND STORE STAMPED WORK ORDERS WITH ALL SCOPE CONDITIONS MET BEFORE PAYMENT WILL BE PROCESSED. PARTIAL WORK WILL RESULT IN PRO-RATED PAYMENT OR NO WORK ORDER WILL RESULT IN NO PAYMENT.
______
Store Signature Date
EXHIBIT B
SITES AND PRICING
Store / Brand / Primary Store Contact / Street Address / City / State / Zip Code / Monthly Cost1 / Fas Mart / Eileen Rios / 9200 Chamberlayne Rd. / Mechanicsville / VA / 23116-2508 / Place bid here
2 / Fas Mart / Sherry McGregor / 2515 Salem Church Rd. / Fredericksburg / VA / 22407-6466 / Place bid here
7 / Fas Mart / Keshan Gale / 401 W 3rd St. / Farmville / VA / 23901-1203 / Place bid here