Terms and Conditions of Service Agreement for Turfcare Services

1. Specific Turfcare Conditions

Timeliness of applications: we will try to perform the applications within the time frame specified on the Comprehensive Turfcare Program, but it is a guideline. We may come before or after the timeframe listed for any reason (like weather delays or labor shortages)
Customer agrees that Service provider cannot control irrigation or rainfall amounts, temperatures, moles/voles, pet urine, or compaction/traffic to turf. Customer agrees that these are all things that can negatively impact a lawn that are not under the direction and control of the Service provider and therefore Service provider cannot accept responsibility for the results thereof. Service provider agrees that it will work diligently to address these issues but is in no way liable for the adverse results attributed to the above listed factors.
Customer agrees that Rhizoctonia Solani (AKA Rhizoctonia Blight, “Brown Patch”) is the most common disease in cool season tall fescue lawns. Customer agrees that “Brown Patch” will happen every year in every good lawn and can be attributable to the type of soil, amount of moisture, timing and length of exposure to moisture, mowing height, heat stress, compaction, and other forms of stress. Customer and Service provider agree that these stresses can work in combination to cause turf decline or dieback and cannot always be mitigated by the application of fungicide by the Service provider. Customer agrees that some years the disease pressure is more intense than others and there will still be some aesthetic problems and possibly even death, especially on grass plants less than 2 years old. Customer and Service provider agree that Service provider will apply fungicides in three of the applications in the program to mitigate the effects of this and other diseases.
Customer agrees that they are responsible for making sure the area where the contracted work is designated to be performed is free and clear of obstacles such as locked gates, pets, or objects in the lawn like children’s toys. Customer agrees that the Customer is responsible for marking irrigation heads, private utilities, invisible dog fences, and any other subterranean installations that should be avoided by Service provider with paint or flags prior to the Service provider’s arrival for applications involving aeration services. If the items set forth in this section are not done when the Service provider arrives at the job and the service contracted cannot be performed, Customer agrees to be charged a rescheduling fee of $25 and the service provider will come back to and perform the job at a different time. If service provider hits an irrigation head, sewer clean-out, irrigation control valve box, private utility, Direct TV line, dog fence, or other subterranean installation that was not marked, Customer agrees that Service provider is not liable for any necessary repairs and Customer agrees to indemnify Service provider of all costs, including court costs and attorney fees, incurred by the service provider arising from the damage. If the subterranean installation is marked and the service provider hits the item Service provider will pay for costs of repairing the damage.
Customer agrees that not all applications are negatively affected by immediate irrigation or rainfall. Customer agrees that Service provider will not perform services in weather conditions that service provider in its sole discretion feels are not horticulturally acceptable. Customer agrees that Service provider will not provide discounted or free service if the customer feels that Service provider applied an application with poor timing to weather conditions. Customer agree that Service providers are the experts on when to apply treatments.

Customer agrees that Bermuda grass control is not a part of our normal Comprehensive Turfcare Program. Customer agrees that they will need to pay additional money and specifically request for Bermudagrass control if so desired. Unless Bermuda grass control is specifically included in the proposal, Bermuda grass control is not to be provided by service provider.
2. SCOPE OF WORK: The Scope of work governed by this Terms and Conditions of Service Agreement, is outlined in the Proposal that linked this digital document. This Terms and Conditions of Service Agreement is referenced as Exhibit A at the bottom of the proposal.

4. DEPOSIT REQUIRED UPON SIGNING OF PROPOSAL: Payment options are listed in program.

5. PAYMENT: All amounts are due within 7 days of the date of the invoice or as otherwise controlled by the terms of the proposal between the service provider and customer, whichever is sooner. In the circumstance where any amount owing is not timely paid a onetime administrative fee of ten percent (10%) shall be owed. In addition to the ten percent late fee, all amounts not timely paid shall bear interest at the rate of twelve percent (12%) per annum until all principal, fees, and interest amounts are paid in full.

6. DEFAULT. In the event that Customer breaches any covenant herein provided, Customer shall be responsible for any damages caused by their breach, together with legal costs and reasonable attorney fees incurred by Service provider in the enforcement hereof.
7. EXPECTED INCIDENTAL DAMAGE: Service provider and Customer agree that due to the nature of the type of work performed by the service provider that certain damage to Customer’s property may occur that is incidental, and expected to arise, to the work contracted for between the parties. An example of this, but not the only example, would be the disturbance of grass that is expected to arise by taking a tractor through a yard to work on a project or the damage to a driveway by a truck delivering materials in furtherance of the project. The parties agree that any remedial efforts needed to fix any incidental damage, including materials and labor, will be billed to the customer, at the service provider’s standard charge out rates, if requested to be fixed by the service provider. This paragraph will not apply to any damage caused by the service provider due to any gross negligence of the service provider.
8. INSURANCE: The service provider shall purchase and maintain insurance that will protect it from the claims arising out of its operations under this agreement, whether the operations are by the service provider, or any of its consultants or Trade Partners or anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. Such insurance shall include the following:

-Commercial General Liability Insurance for bodily injury and/or property damage, arising out of the operations of the Service provider
-Workers Compensation Insurance providing statutory benefits for the Service provider’s employees
9. PERMITS AND LICENSES: Service provider shall obtain all necessary permits and licenses which may be required in connection with the scope of work agreed upon by the parties.

10. INFORMATION AND SERVICES REQUIRED OF THE CUSTOMER: The customer shall furnish and pay for surveys and a legal description of the site, as well as soils testing/reports, deputy inspections, architectural/engineering addenda, interior and peripheral systems design as required. The service provider shall be entitled to rely on the accuracy of information furnished by the Customer and Customer’s agents.

11. PROPERTY OWNERS ASSOCIATIONS AND OTHER GOVERNING ORGANIZATIONS: If the work contracted for is to be performed within a subdivision, the Customer warrants to the Service provider that he has secured all necessary approvals of the work, changes, and the Service provider’s Specifications and will secure the approval of any Change Orders as may be required by the recorded Declaration of Subdivision and/or applicable by-laws, regulations, rules or covenants of any association or governing organization.

12. SELECTION OF MATERIALS & TRADE PARTNERS: All materials used in the contracted work will be new and of good quality and as described in the proposal. If any material or equipment is not available for scheduled inclusion in the work to be performed, Service provider may substitute materials or equipment of comparable quality and value, but only after advising Customer and, where appropriate, offering a reasonable selection of alternatives of comparable quality. The selection of alternative materials must in all instances be documented either by a Change Order or other reasonable advance notice agreed to by Customer, as appropriate in light of the nature of the material or equipment being substituted. For this purpose, any such substitution may be agreed to by Customer through electronic consent (e-mail) or telephonic consent which is contemporaneously reduced to writing (including through electronic means, such as e-mail). Options selected and choices made will be agreed to by Customer and Service provider through an authorized Change Order, as described below. In the event that the Service provider is unable to obtain the materials specified on the plans and specifications or the selection sheets through its regular sources of supply, Service provider may substitute materials of similar pattern, design and substantially equivalent quality. Service provider shall have full authority to select its trade partners and suppliers, and shall have the right, in Service provider’s sole and absolute discretion, to reject any trade partners or suppliers proposed by the customer’s. The Service provider may, in Service provider’s sole and absolute discretion, condition approval of any trade partner or supplier proposed by the customer on an expressed agreement by the customer to assume the full risk of any deviations or delays caused by such trade partner or supplier. In the event customer’s provide their own materials and/or labor, i.e., utilized trade partner and/or supplier other than the one suggested by Service provider , then said materials and/or labor are hereby excluded from any all warranties by Service provider if the Service provider so chooses. In the event customer’s provide their own materials and/or labor, i.e., utilized supplier and/or subservice provider other than the one suggested by Service provider, then said materials and/or labor may be excluded from any and all warranties provided by Service provider. By way of explanation and not limitation, the intent of this provision is that the Service provider will inform Customer of those substitutions of materials or equipment which may, in Service provider’s best judgment, materially affect the cost (either through an increase or decrease in cost) or quality of the agreed upon work.

13. CHANGE ORDERS: All changes must be in writing on the Service provider’s standard Change Order Sheet and signed by both Customer and the Service provider. The Service provider will accept no other change orders. The amount of the Change Order is due and paid in full at approval of Change Order.

14. WARRANTY ITEMS: There is no warranty for any work unless specifically stated in the proposal. Performance of normal maintenance is not covered by any warranty under this Contract. When Warranty work is required, the Customer is requested to send a written list of such items to Chiles Enterprises, LLC, 845 Ellisville Drive, Louisa, VA 23093. Service provider will correct these items as soon as possible, allowing reasonable time for scheduling.

15. UTILITIES: The Customer will be responsible for all utilities (water, electricity, sewer, etc.) used by service provider during completion of the project. Gas used in the service provider’s equipment is not the responsibility of the customer.
16. SERVICE PROVIDER’S CLEAN UP: Upon completion of the agreed upon work, Service provider will clean up all refuse and rubbish caused by Service provider, its employees or agents, and remove promptly all excess materials which shall remain the property of the Service provider, and the Service provider’s tools, and equipment brought on the work site by the Service provider, its employees or agents.

17. RISK OF LOSS: The Customer assumes all risk of loss to the Property once the scope of work has been substantially completed and agrees to hold the Service provider harmless from any claim for loss, damage, injury or death to persons or property arising after substantial completion of the project by service provider.

18. DELAYS: In the event of delays in completion of the scope of work caused by the act or neglect of the Customer, or by strikes, lockouts, shortages of materials, shortages of labor, or orders of governmental authority, or acts of God or force majeure, or other causes beyond the reasonable control of the Service provider, contract time shall be extended for a time equal to such delay. Additional work requested by the Customer will also extend the contract time, which will be noted on the standard Change Order sheet issued by the Service provider. Service provider and Customer further agree that due to the nature of the landscaping business that weather elements including snow, rain, sleet, freezing temperatures may delay certain projects. The Service provider shall have the right to add any days missed due to weather elements to the timetable allotted to complete the project.

19. INDEMNIFICATION. With the exception that this Section shall not be construed to require indemnification by the customer’s to a greater extent than permitted under the public policy of the Commonwealth of Virginia, the customer’s shall indemnify the Service provider against, hold it harmless from and defend Service provider from all claims, loss, liability, and expense, including the actual attorney’s fees, arising out of or in connection with Service provider’s services performed under this Contract. customer’s shall not provide indemnity against claims or losses deemed to be caused by the sole negligence or willful misconduct of Service provider or Service provider’s agents or employees.

20. FREE ACCESS TO WORKSITE. Customer will allow, on site, free access to work areas for workers and vehicles and will allow areas for the storage of materials and debris. Driveways and points of access will be kept clear for the movement of vehicles during work hours. Untimely operation of irrigation systems should not interfere with furtherance of the work. A $25 administrative fee may be charged by the service provider if a scheduled service cannot be performed as a result of not having free access to the work area, or if private utilities are not marked for applications requiring such and the service must be rescheduled.

21. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
22. FORUM SELECTION. Any dispute arising under or in connection with the agreement or related to any matter which is the subject of the agreement shall be subject to the exclusive jurisdiction of the Courts of the Commonwealth of Virginia in the County of Louisa.

23. GOVERNING LAW. This contract shall be construed in accordance with, and governed by the laws of the Commonwealth of Virginia, regardless of the choice of law provision of the customer or any jurisdiction.

24. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this contract shall not be construed as a waiver of limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this contract.
25. ENTIRE AGREEMENT/AMENDMENTS. This Terms and Service Agreement together with the Proposal constitutes the entire agreement between service provider and customer. There are no oral or other written statements made by either party that shall be binding on either party accept any amendments that are made to this document or the proposal that are in writing and signed by all of the parties.

26. NOTICES: All notices which may be given hereunder shall be in writing and sent by certified mail return receipt requested as set forth below:
If to the Service provider:
Chiles Enterprises, LLC 845 Ellisville Drive Louisa, Virginia 23093
27. INTERPRETATION: No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by any Court or other governmental or judicial authority by reason of any party having or being deemed to have structured and dictated such provision.

28. HEADINGS: The paragraph headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or Interpretation of this Agreement.

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