Centennial Ditch Mowing Services 2024-2026 AGREEMENT BETWEEN THE CITY OF SALINA,KANSAS
and
FOX LAWN AND LANDSCAPE,LLC
For
CENTENNIAL DITCH MOWING SERVICES
This Agreement is entered into April 1,2024 by and between the City of Salina,Kansas,(the"City")and Fox Lawn and
Landscape,LLC,a Kansas Limited Liability Company(the"Contractor").
Recitals
A. The City desires to contract for mowing services for the purpose of maintaining grass and vegetation on City right-of-
way properties in compliance with federal,state,and local regulations.
B. The Contractor has the requisite qualifications and experience to perform the services needed by the City and desires
to perform those services pursuant to the terms of this Agreement.
The parties,in consideration of the mutual promises set forth in this Agreement,agree and covenant:
1. Definitions. Capitalized words used in this Agreement shall have the following meanings:
"Agreement"means this Agreement for Mowing Services,as amended and supplemented from time to time.
"City"means the City of Salina,Kansas.
"Contractor"means Fox Lawn and Landscape,LLC and its successors.
2. Exhibits. The following Exhibits are attached to and made a part of this Agreement(Mark with"X"if applicable):
Exhibit A:Responsibilities of the Parties
Exhibit B:Term;Schedule
Exhibit C:Basis of Payment
Exhibit D:Insurance Requirements
3. Responsibilities of the Parties. The parties agree to perform the responsibilities outlined in the attached and
incorporated Exhibit A.
4. Term;Schedule. The Contractor agrees to perform its responsibilities during the term and according to the timeframe
and schedule described in Exhibit B,subject to the potential for prior termination pursuant to the terms of this Agreement.
5. Payment. The City shall pay the Contractor for the performance of its responsibilities pursuant to this Agreement as
set forth in Exhibit C.
6. Insurance Requirements.
6.1. Types and Amount of Coverage.The Contractor agrees to obtain insurance coverage as specified in Exhibit
D,attached hereto,and shall not make any material modification or change from these specifications without the prior approval
of the City. If the Contractor subcontracts any of its obligations under this Agreement,the Contractor shall require each such
subcontractor to obtain insurance coverage as specified in Exhibit D. Failure of the Contractor or its subcontractors to comply
with these requirements shall not be construed as a waiver of these requirements or provisions and shall not relieve the
Contractor of liability.
6.2. Rating.All insurance policies shall be issued by insurance companies rated no less than A-VII in the most
recent "Bests" insurance guide, and admitted in the State of Kansas. Except as otherwise specified in Exhibit D, all such
policies shall be in such form and contain such provisions as are generally considered standard for the type of insurance
involved.
6.3. Certificate of Insurance. The parties acknowledge that the Contractor has provided the City with a certificate
of insurance listing the City as the Certificate Holder and evidencing compliance with the insurance requirements in this
Agreement. The City reserves the right to require complete certified copies of all insurance policies procured by the Contractor
pursuant to this Agreement,including any and all endorsements affecting the coverage required hereunder.
7. Injury to Persons or Damage to Property. The Contractor acknowledges responsibility for any injury to person(s)
or damage to property caused by its employees or agents in the performance of its duties under this Agreement and shall
immediately notify the City's Risk Management Department at (785) 309-5705 in the event of such injury to person(s) or
damage to property.
8. Indemnification.To the fullest extent permitted by law,the Contractor shall defend, indemnify and hold harmless
the City,its agents,representatives,officers,officials and employees from and against all claims,damages,losses and expenses
(including but not limited to attorney fees and court costs)attributable to bodily injury, sickness,disease,death,or injury to,
impairment,or destruction of property,including loss of use resulting therefrom,to the extent that such claims,damages,losses,
and expenses relate to,arise out of,or are alleged to have resulted from the wrongful acts,negligent acts,errors,omissions,or
defective work or services of the Contractor, its employees, agents, or any tier of subcontractors in the performance of this
Agreement.
9. Voluntary Termination. The City may terminate this Agreement,with or without cause,at any time upon sixty(60)
days advance written notice to the Contractor. The Contractor may,with or without cause,terminate this Agreement effective
January 1st of the immediately succeeding calendar year,upon advance written notice to the City on or before October 31'. In
the event of such termination by either party,the Contractor shall be compensated for such services as have been satisfactorily
performed through the date of termination,but no compensation shall be earned after the effective date of the termination.Within
five (5) days of any such termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models,
photographs,reports or other material prepared by the Contractor pursuant to this Agreement shall be delivered to the City.Notwith-
standing the above,the Contractor shall not be relieved of any liability to the City for damages sustained by the City by virtue of
any breach of this Agreement by the Contractor,and the City may withhold any payments to the Contractor for the purposes of set-
off until such time as the exact amount of damages due the City from the Contractor may be determined.
10. Default. If either party fails to comply with any term of this Agreement within ten(10)days after written notice to
comply has been mailed by the non-defaulting party to the defaulting party,such failure shall be deemed an immediate breach
of this Agreement("Event of Default").
11. Remedies. Upon the occurrence of an Event of Default,the non-defaulting party shall have the following rights and
remedies,in addition to any other rights and remedies provided under this Agreement or by law:
11.1 Termination. The non-defaulting party shall have the right to terminate this Agreement or terminate the
defaulting party's rights under this Agreement.
11.2 Other Remedies. The non-defaulting party may pursue any available remedy at law or in equity(including
specific performance)by suit,action,mandamus or other proceeding to enforce and compel the performance of the duties and
obligations set forth in this Agreement,to enforce or preserve any other rights or interests of the non-defaulting party under
this Agreement or otherwise existing at law or in equity and to recover any damages incurred by the non-defaulting party
resulting from such Event of Default.
12. Non-Assignable. Due to the unique qualifications and capabilities of the Contractor,neither the rights nor responsibilities
provided for under this Agreement shall be assignable by either party,either in whole or in part.
13. Notices. All notices required or permitted to be given pursuant to this Agreement shall be in writing and delivered
personally or sent by registered or certified mail, return receipt requested, or by generally recognized,prepaid, commercial
courier or overnight air courier service. Notice shall be considered given when received on the date appearing on the return receipt,
but if the receipt is not returned within five(5)days, then three (3)days after mailed, if sent by registered or certified mail or
commercial courier service; or the next business day, if sent by overnight air courier service. Notices shall be addressed as
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appears below for each party,provided that if any party gives notice of a change of name or address,notices to the giver of that
notice shall thereafter be given as demanded in that notice.
CITY: City of Salina
Attn: City Clerk
P.O.Box 736
Salina,KS 67402-0736
CONTRACTOR: Fox Lawn and Landscape,LLC
Attn:Dan Fox,Owner
1001 Franklin Street
Salina,KS 67401
14. Retention and Inspection of Records. The Contractor shall maintain complete, accurate, and clearly identifiable
records with respect to all costs and expenses incurred under this Agreement. The records shall be maintained during the term
of this Agreement, and for a period of three(3) years from the date of final payment under this Agreement(the "Retention
Period");provided,however,that if any litigation,claim or audit is commenced prior to the expiration of the Retention Period,
then the Retention Period shall be extended until all litigation, claims or audit findings have been completely terminated or
resolved,without right of further appeal. During the Retention Period,the Contractor shall allow a representative of the City
during normal business hours to examine,audit,and make transcripts or copies of such records and any other documents created
pursuant to,or arising under,this Agreement. The City agrees to responsibly utilize all information obtained pursuant to this
paragraph for the purposes of reviewing,confirming,and verifying the nature and amount of all costs and expenses incurred
under this Agreement. The City agrees to take reasonable precautions not to disclose such information outside the scope of
those stated purposes,subject to the Kansas open records act or other applicable law.
15. Non-appropriation. The City is subject to Kansas budget and cash basis laws,and operates on a calendar fiscal year.
In the event that this Agreement involves financial obligations spanning multiple fiscal years for the City,it is subject to annual
appropriation by the City's governing body for future fiscal years. If the City's governing body does not appropriate the funds
necessary to fulfill the City's financial obligations pursuant to this Agreement,the City shall so notify the other parties to this
Agreement and this Agreement shall be null and void for purposes of the fiscal year(s)affected by the decision of the governing
body not to appropriate.
16. Relationship. It is expressly understood that Contractor in performing services under this Agreement,does so as an
independent contractor. The City shall neither have nor exercise any control or direction over the methods by which Contractor
performs its responsibilities as outlined in Exhibit A. The sole interest and responsibility of the City is to see that the services
covered by this Agreement are performed and rendered in a competent,efficient,and satisfactory manner. Contractor shall be
exclusively responsible for all taxes, withholding payments, employment-based benefits, deferred compensation plans,
including but not limited to its workers compensation and social security obligations,and the filing of all necessary documents,
forms,or returns pertinent to the foregoing.
17. Subcontracting. Contractor shall not subcontract any work or services under this Agreement without the City's prior
written consent.
18. Compliance with Applicable Law.
Contractor shall comply with all applicable federal,state,and local law in the performance of this Agreement.
19. Equal Opportunity.
(a) In conformity with the Kansas act against discrimination and Chapter 13 of the Salina Code, the Contractor and its
subcontractors,if any,agree that:
(1) The Contractor shall observe the provisions of the Kansas act against discrimination and Chapter 13 of the Salina
Code and in doing so shall not discriminate against any person in the performance of work under this Agreement
because of race,sex,religion,age,color,national origin,ancestry or disability;
3
(2) The Contractor shall include in all solicitations, or advertisements for employees, the phrase"equal opportunity
employer,"or a similar phrase to be approved by the City's human relations director;
(3) If the Contractor fails to comply with the manner in which the Contractor reports to the Kansas human rights
commission in accordance with the provisions of K.S.A.44-1031 and amendments thereto,the Contractor shall be
deemed to have breached this Agreement and it may be canceled,terminated or suspended,in whole or in part,by
the City;
(4) If the Contractor is found guilty of a violation of Chapter 13 of the Salina Code or the Kansas act against
discrimination under a decision or order of the Salina human relations commission or the Kansas human rights
commission which has become final,the Contractor shall be deemed to have breached this Agreement and it may
be canceled,terminated or suspended,in whole or in part,by the City;
(5) The Contractor shall not discriminate against any employee or applicant for employment in the performance of this
Agreement because of race,sex,religion,age,color,national origin,ancestry or disability;and
(6) The Contractor shall include similar provisions in any subcontract under this Agreement.
(b) The provisions of this section shall not apply to this Agreement if the Contractor:
(1) Employs fewer than four employees during the term of this Agreement;or
(2) Contracts with the City for cumulatively$5,000 or less during the City's calendar fiscal year.
20. Administration of Agreement. All references in this Agreement requiring the City's participation or approval shall mean
the participation or approval of the City Manager or his designee,unless otherwise provided herein.
21. Attorney Fees. If any suit or action is instituted by either party hereunder,including all appeals,the prevailing party in
such suit or action shall be entitled to recover reasonable attorney fees and expenses from the non-prevailing party,in addition to
any other amounts to which it may be entitled.
22. Right to Independent Legal Advice. The Contractor understands and acknowledges the right to have this Agreement
reviewed by legal counsel of the Contractor's choice.
23. Applicable Law;Venue. This Agreement and its validity,construction and performance shall be governed by the laws
of Kansas. In the event of any legal action to enforce or interpret this Agreement,the sole and exclusive venue shall be in the Saline
County,Kansas District Court.
24. Interpretation. This Agreement shall be interpreted according to its fair meaning, and not in favor of or against any
party-
25.
ly25. Time. Time is of the essence of this Agreement. No extension will be granted unless in writing and signed by the parties.
Should the end of a time period fall on a legal holiday that termination time shall extend to 5:00 p.m.of the next full business day.
26. Severability. The unenforceability,invalidity,or illegality of any provision of this Agreement shall not render the other
provisions unenforceable,invalid,or illegal.
27. Authority and Consent to Transaction. Each party represents to the other that the person executing this Agreement
has full and legal authority to bind such party to the terms of this Agreement, and that the execution and delivery of this
Agreement have been duly and validly authorized by the governing body of each party.
28. Persons Bound. This Agreement shall extend to and bind the heirs,executors,administrators,trustees,successors and
authorized assigns of the parties hereto.
29. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original,or in multiple originals,and all such counterparts or originals shall for all purposes constitute one agreement.
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30. Amendments.Neither this Agreement nor any of its terms may be changed or modified,waived,or terminated except by
an instrument in writing signed by an authorized representative of the party against whom the enforcement of the change,waiver,
or termination is sought.
31. Waiver. No failure or delay by a party hereto to insist on the strict performance of any term of this Agreement,or to
exercise any right or remedy consequent to a breach thereof,shall constitute a waiver of any breach or any subsequent breach of
such term. No waiver of any breach hereunder shall affect or alter the remaining terms of this Agreement,but each and every term
of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.
32. Conflict Resolution. No interpretation of this Agreement shall be allowed to find the City has agreed to binding
arbitration.
33. No Third Party Beneficiaries. Solely the parties to this Agreement shall have rights and may make claims under this
Agreement. There are no intended third party beneficiaries under this Agreement,and no third parties shall have any rights or make
any claims hereunder.
34. Typewritten or Handwritten Provisions.Typewritten or handwritten provisions inserted or attached,and initialed by
all parties,shall supersede all conflicting printed provisions.
35. Feminine-Masculine,Singular-Plural. Wherever used,singular shall include the plural,plural the singular,and use of
any gender shall include all genders.
36. Headings. The headings of the sections of this Agreement are included for the purposes of convenience only and
shall not affect the interpretation of any provision hereof.
37. Merger Clause. These terms are intended by the parties as a complete, conclusive and final expression of all the
conditions of their Agreement. No other promises, statements,warranties, agreements or understandings, oral or written,made
before or at the signing thereof,shall be binding unless in writing and signed by all parties and attached hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized
representatives.
CITY OF SAL 7� a ► .
By: 4 Aide
Mi •ae D. chra_e,City Manager
I +
Attest: ! Atilit—
oding, ity Clerk 0
Form: , . F 4
04 C. l
FOX LAWN LANDSCAPE,LLC
By:
Dan Fox, er
5
Schedule A-1 — Basis of Payment (Bid Worksheet)
*The number of times cut per year will vary based upon rainfall and temperature
Approximate Mowing Schedule
City Manager's Designee: Street Superintendent
Centennial Ditch
Item# Right-of-Way Location Description Sq.Ft. Service Estimated# Annual Sq.Ft. Annual Cost Per
Level Times Cut Mowed Cost Cut
Mow the ditch starting at the Bailey Road cul-de-sac
running east to Centennial Road and then north to the
Schilling Road.From Schilling Road mow the ditch on
1 Centennial Ditch both sides heading just south of Smoky Hill Construction 140,263 3 3 799,111 $2,861.37 $953.79
property.Omit the property shown on the mowing maps
labeled Storage Mart.This section will be maintained by
the property owner.
Total $2,861.37 $953.79
•
A-1
EXHIBIT B
TERM; SCHEDULE
A. Term. The term of this Agreement shall commence on April 1, 2024, and shall terminate on
November 22,2026(covering the 2024-2026 mowing seasons 3 mowing cycles annually),unless earlier terminated
by either party pursuant to the terms of this Agreement. At the City's discretion, and based upon satisfactory
performance by the Contractor,the City may elect to renew this Agreement for one(1)additional three(3)year term.
B. Schedule. The Contractor shall perform the responsibilities set forth in Exhibit A from March
through November each year during the term of this Agreement. During periods of exceptionally dry or wet weather,
the Contractor shall confer with the City Manager's designee to determine the number of times maintenance/mowing
should occur.The mowing schedule will vary based on rainfall and temperature conditions.The City may request that
mowing commence earlier than March or later than November,if conditions require.
B-1
EXHIBIT C
BASIS OF PAYMENT
A. Compensation. The City agrees to compensate the Contractor monthly on the basis of the number
of times mowed at each location specified in Schedule A-1, at the bid price per mowing cycle.All of the Contractor's
costs and expenses, including employee salaries, overhead, other direct costs, subcontract expenses, and profit are
included in the specified rate herein, and the City shall not be obligated to reimburse the Contractor for costs or
expenses in excess of this specified rate.The City agrees that the specified rate shall be increased annually in accordance
with the percentage increase in the Midwest Urban Consumer Price Index over the previous twelve(12)month period,to
allow for projected increases in labor costs,fuel costs,and other related expenses involved in providing mowing services.
The maximum percentage increase is 3%per year.
B. Invoices. The Contractor shall submit detailed invoices, on a monthly basis, for work actually
performed,which shall be accompanied by a completed Monthly Billing Worksheet for the applicable locations,similar
to the sample form shown on Schedule C-1 attached hereto. Invoices and the completed Monthly Billing Worksheet(s)
should be submitted to the City by the 10th of each month for the immediately preceding month's services,and directed to:
City of Salina
ATTN:Street Superintendent
412 E.Ash St.
Salina,KS 67401
C. Payment. The City shall pay the Contractor for each invoice within fourteen(14)days after receiving
the invoice.If the City disputes any items in the Contractor's invoice for any reason,the City may temporarily delete the
disputed item and pay the remaining amount of the invoice. The City will promptly notify the Contractor and request
clarification and/or correction. Following resolution of any dispute, the Contractor will include the disputed items as
resolved on a subsequent invoice.
C-1
SCHEDULE C-1 —BILLING WORKSHEET
City of Salina - Public Works Department
Centennial Ditch Mowing Service Month:
3 Times
UNIT DATE DATE DATE MONTHLY
LOCATION# RIGHT-OF-WAY LOCATION FREQUENCY PRICE MOWED MOWED MOWED COST
1 Centennial Ditch 3 Times $953.79 $ -
MOWING TOTAL $ -
SUBMITTED FOR BILLING $ -
C-1
EXHIBIT D
INSURANCE REQUIREMENTS
(City Mowing Services)
Pursuant to Section 6 of the Agreement,the Contractor shall obtain,pay for, and maintain—and shall require
each of its authorized subcontractors to obtain and maintain—for the duration of the Agreement, policies of insurance
meeting the following requirements:
1. General Requirements.
A. Additional Insured. With the exception of the workers' compensation policy to be obtained by the
Contractor hereunder, all policies shall name as an additional insured the City, its agents,representatives, officers,
officials, and employees as additional insured(s). Insurance for the additional insured shall extend to
Products/Completed Operations and be as broad as the insurance for the named insured, including defense expense
coverage,and,with respect to the commercial general liability policy required hereunder,shall be endorsed to apply
as primary and non-contributory insurance before any other insurance or self-insurance, including any deductible,
maintained by,or provided to,the additional insured(s).
B. Waiver of Subrogation. Where allowed by law,all policies will include a waiver of subrogation in
favor of the City,its agents,representatives,officers,officials,and employees.
C. Premium and Deductible Expenses. The Contractor shall be responsible for all premiums and
retention or deductible expense for any and all policies required by this Agreement.
2. Specific Coverage Requirements.
A. Commercial General Liability("CGL"1. The Contractor shall maintain CGL coverage written on
ISO Occurrence form CG00 01 or an industry equivalent and shall cover liability arising from Personal Injury,Bodily
Injury, Property Damage, Premises and Operations, Products and Completed Operations, Contractual Liability,
Independent Contractors and Advertising Injury. The policy limits shall not be less than the following:
• Each occurrence $1,000,000
• General aggregate $2,000,000
• Personal and Advertising Liability $1,000,000
B. Business Automobile Liability("BAL"). The Contractor shall maintain BAL coverage written on
ISO form CA 00 01 or an industry equivalent. Coverage shall be applicable to all autos and other vehicles subject to
compulsory auto liability laws that are owned, hired, rented or used by the Contractor and include automobiles not
owned by but used on behalf of the Contractor. The BAL policy limits shall not be less than the following:
• Combined single limit $1,000,000
C. Workers' Compensation/Employer's Liability. The Contractor shall maintain workers' compensation
and employer's liability coverage with policy limits not less than the following:
• Workers' Compensation(Coverage Part A)
o Statutory
• Employer's Liability(Coverage Part B)
o $100,000 each accident
o $500,000 disease—policy limit
o $100,000 disease—each employee
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