MICHIGAN LANDSCAPE MAINTENANCE TERMS – EFFECTIVE APRIL 1, 2025 

Proposal subject to and includes the standard Priority Landscape and Maintenance, LLC. (hereinafter referred to as  “PLM”) terms incorporated and those which are included on any additional supplemental/landscape care maintenance materials. 

  1. Best Industry Practices: 

PLM conforms to professional horticultural practices and climate conditions. Practices are subject to change due to weather, holidays, or other uncontrollable circumstances. PLM will furnish the labor, materials, tools, and equipment necessary to perform work and duties in a workmanship-like manner with as little disruption as possible to the Customer.  PLM will perform all services in accordance with the industry standards of horticultural excellence. 

  1. Plant Material Warranty: 

As mentioned by The Morton Arboretum, the single most important step in maintaining good vigor in plants, trees,  and shrubs is to supply adequate water. With normal rainfall, established plants, trees, and shrubs require only occasional watering. However, newly installed plants, trees, and shrubs require regular watering. Unless watering services are elected by the Customer and PLM provides such watering services within the guidelines listed below, newly installed plants, trees, and shrubs will not be covered under warranty. 

Watering Guidelines: 

    • Daily watering is necessary for the first 30 days while the root systems become established in their new environment. 
    • If there is a rainfall greater than 0.25”, PLM will skip the day’s watering and resume the following day • When temperatures are consistently above 80 degrees (with little to no rainfall), it is sometimes but not always necessary to water 2x/day during this establishment period. Frequency is relative to the type of soil and amount of water applied. 
    • Supplemental watering may be necessary during the hottest days of the summer when rainfall is scarce. Plants, trees, and shrubs will be warranted for one (1) year from the date of original installation for workmanship and materials, provided that payment has been received in full and the materials have not died as a result of insect disease, theft, fire, vandalism, or negligence. Plant material will be replaced one time, free of charge, with similar plant material as is available. If PLM determines that suitable replacements cannot be offered, the purchase price applicable to that failed plant material will be credited toward other materials or services. Annuals, perennials, plants previously replaced, transplanted from the existing landscape, or plants installed in containers are not covered under this one-year warranty. 
  1. Taxes: 

The Customer shall pay all applicable state sales tax. 

  1. PLM Access: 

The Customer shall grant PLM and its suppliers/subcontractors with reasonable access to the premises upon which the work is to be performed. Any access which is restrained, due to locks/electronic monitoring, shall be made available to  PLM and any changes shall be communicated to PLM. 

  1. Payment Terms: 

Invoicing will occur on the 1st day of each month and will be due thirty (30) days from the invoice date. Monthly billings are based on a proration of yearly cost and is not indicative of work completed during any specific month. Requests for additional copies of invoices will incur a fee of $5.00 per invoice. A late fee of $100.00 plus a finance charge of 1.5% will be added to all invoices not paid within thirty (30) days of receipt of invoice – annual interest rate equals 18%. All services and materials will be considered property of PLM until such items are paid in full. Any additional work not specified and performed on a written contract or work order change from the Customer shall be subject to the terms hereof and shall be charged on a time and materials basis. Accounts that are beyond forty-five (45) days past due for any amount on any PLM contract (Maintenance, Snow, Enhancement) will have all services suspended, and if not brought up to date by sixty (60) days, the account will be placed for collection. If an account is suspended, the Customer will be required to make full payment (including late fees and finance charges) to bring the account to current. Services will resume the first full week but not before five (5) days. After service has resumed additional charges may apply to bring the property back to pre-suspension standards. This may occur over several weeks. 

In the event the account is placed for collection, any and all collection and/or litigation fees and costs, including attorneys’ fees and costs, shall be paid by the Customer. 

  1. Payment Remittance and Processing Fees: 

ACH and Credit Card payments are accepted and preferred. Checks and Overnight Payments are to be sent to:  Priority Landscape and Maintenance, Attn: Accounting Department, 4490 Grant Street, Gary, 46408. There will be a fifteen ($15.00) dollar check processing fee and a three-and-a-half (3.5%) percent convenience fee for credit and debit card payments. A forty ($40.00) dollar insufficient funds fee will be assessed for returned checks.  Please contact the Accounting Department for more details. 

  1. Marketing: 

PLM hereby reserves the right to utilize pictures or videos of the Customer’s property for marketing purposes. This includes the right to list and/or display the property name and address.

  1. Weather/Inclement Conditions: 

The performance of PLM services may be contingent upon weather conditions. The Customer recognizes that PLM  provides service to a wide variety of customers. Should rainfall occur in excess of normal rainfall allotments, the  Customer acknowledges a delay in services may occur. Should wind shears, tornado, hail, or other inclement weather conditions occur, resulting in maintenance beyond regularly scheduled, said work shall be performed on a time and materials basis. 

  1. Disposal of Material: 

PLM will haul off all materials (trimmings, leaves, sticks) from the property. No bagging of grass is included in the pricing.

  1. Modification to Scope: 

Should the Customer modify the scope of this Agreement, either via construction work or creating a change in conditions of Agreement# [OpportunityNumber], PLM reserves the right to resubmit to the Customer a change in terms to reflect additional work, labor, equipment, and/or time and materials.

  1. Insurance: 

PLM will maintain the following types of insurance: workers’ compensation, complete automotive coverage, and general liability in commercially reasonable coverage amounts. PLM will provide the owner a certificate of insurance upon request. Limits as follows: General Liability – $1,000,000 / Automobile Liability – $1,000,000 / Umbrella Liability  – $2,000,000 / Workers Compensation – $500,000. 

  1. Fuel Surcharge: 

In the event that the National Midwest Average Price of Fuel exceeds $4.00 per gallon, PLM will apply an additional five percent (5%) fuel surcharge to the monthly invoice. Contracted rates are based on the average daily price for fuel not exceeding $4.00 per gallon as determined by the Department of Energy’s National Midwest average fuel price.  All Department of Energy’s prices include taxes, and the National Midwest Average Price of Fuel is regularly updated and available after 4:00 PM each Monday on the Department of Energy website: www.eia.doe.gov. 

  1. Renewal: 

Unless either party serves written notice with the intent to terminate the contract by January 1st, this contract shall automatically renew. Pricing will increase eight percent (8%) annually for the contract duration.

  1. Termination: 

In the event the Customer is dissatisfied for any reason with said services, the Customer must provide a written thirty  (30) day notice to PLM. If the issue is not corrected within thirty (30) days, the Customer has the right to cancel this  Agreement upon payment of all accrued charges (including late fees and finance charges) for services rendered.  Customer may terminate this Agreement without cause upon issuing a written notice furnishing a sixty (60) day notice to PLM (see Section 6 above). All terms of service shall apply during this time and Customer shall make payment. Upon full payment of all accrued charges (including late fees and finance charges) for services rendered and termination fee (10% of full contract pricing), the contract will be terminated. This  Agreement may be terminated for any reason by PLM, provided a written thirty (30) day notice is issued and delivered  to Customer. 

If, for any reason, Customer enters into an Agreement with another company before the termination of this  Agreement, Customer will be responsible for all accrued charges (including late fees and finance charges) for services rendered prior. 

  1. Events of Default & Remedies: 

PLM may consider this Agreement to be in Default if: the Customer fails to pay any payment required hereunder when  due and payable, by acceleration or otherwise, and such failure continues for a period of seven (7) days upon written  notice; or if the Customer breaches any representation or warranty contained herein or in any other document  furnished PLM in connection herewith; or if the Customer fails to perform or observe any other covenant, condition or  Agreement to be performed or observed by it hereunder, and such failure or breach shall continue without remedy for  a period of seven (7) days after the Customer becomes aware of such failure or breach or if the Customer (i) dies or  dissolves; (ii) shall be adjudicated insolvent or bankrupt, or cease, become incapable, or admit in writing its inability,  to pay its debts as they mature, or make a general assignment for the benefit of creditors; (iii) shall apply for or  consent to the appointment of a receiver, trustee or liquidator of it or of a substantial part of its property, or authorize  such application or consent, or proceedings seeking such appointment shall be instituted against it without such  authorization and shall continue undismissed for a period of sixty (60) days; (iv) shall authorize or file a voluntary  petition in bankruptcy or apply for or consent to the application of any bankruptcy, reorganization, insolvency,  dissolution, moratorium or other similar law of any jurisdiction, or authorize such application or consent; or  proceedings to such end shall be instituted against it without such authorization, application or consent and such  proceeding instituted against it shall continue undismissed for a period of sixty (60) days; or (v) if the Customer shall  suffer an adverse change in its financial condition from the date hereof. Upon notice of default, PLM shall have the right to exercise one or more of the following remedies: (a) to declare the entire amount owed immediately due and payable as to any services provided; (b) to sue for and recover all payments, then accrued or thereafter accruing, with respect to any services; (c) to terminate this Agreement; or (d) to pursue any remedy at law or in equity.

  1. Indemnification: 

The Customer shall defend, indemnify, and hold PLM harmless from and against all claims, losses, liabilities (including negligence, tort, and strict liability), damages, judgments, suits and all legal proceedings, and any costs and expenses  in connection therewith (including attorney fees) arising out of or in any manner connected with (i) the breach of this  Agreement by the Customer. This clause survives the expiration of the Agreement. 

  1. Limitation of Liability: 

PLM shall not be liable to the Customer for any liability, cost, or damage in the amount more significant than this  Agreement. 

  1. Notice: 

Any notices or demands shall be issued between the parties in writing to the address set forth herein or as otherwise agreed upon mutually in writing. 

  1. Market Conditions: 

The prices of materials and equipment contained in this Agreement are those in effect as of the date of this contract. Subsequently, should sudden price increases occur for the materials or equipment contained in this proposal,  the Owner agrees to pay that cost increase to the Vendor/Contractor. Sudden Price Increase shall be deemed to any price increase of a material or equipment, which is in excess of three percent (3%) of prices at contract’s commencement, which lasts a duration of fourteen (14) days or more. Every thirty (30) days, after a price increase,  the material and equipment costs may be reevaluated. 

  1. Governing Law/Venue/Waiver of Trial by Jury: 

This Agreement shall, in all respects, be governed by/construed in accordance with the laws of the State of Michigan.  The Customer agrees to submit to the jurisdiction of the State of Michigan the United States District Court for the  Western District of Michigan. PLM and the Customer waive the right to trial by jury on any matters arising out of this  Agreement or the relationship between PLM and the Customer. 

  1. Survival: 

All representations, warranties, covenants, and indemnities of the Customer/PLM made or agreed to in this Agreement  and any certificates delivered in connection herewith shall survive this Agreement’s expiration, termination, or cancellation for any reason. 

  1. Entire Agreement: 

This Agreement constitutes the entire understanding or Agreement between PLM and the Customer, and there is no understanding or Agreement, oral or written, which is not set forth herein. This Agreement may not be amended except in writing, signed by PLM and the Customer. It shall be binding upon and inure to the benefit of parties hereto, their permitted successors, and assignees. 

  1. Assignment: 

This Agreement shall inure to the benefit of and be binding upon all parties, heirs, executors, administrators,  assignees, and successors of the parties. 

  1. Miscellaneous Terms: 

Any provision of this Agreement that is unenforceable in any jurisdiction shall be ineffective without invalidating the remaining provisions hereof, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable, such provision in any other jurisdiction. Any term issued in the Agreement or future invoicing is also incorporated hereto. 

  1. Waiver: 

PLM’s failure to require strict performance by the Customer of any provision hereto shall not diminish PLM’s right thereafter to demand strict compliance or waiver of other defaults. Laws, Regulations, and Rules: All Parties shall comply with all governmental laws, regulations, and rules governing the work under this Agreement. 

  1. Turf Fungus: 

Broad Leaf and weed control do not include turf grass diseases, including but not limited to Brown Patch, Dollar Spot, Pythium, Helminthosporium Leaf Spot, Fading Out, Grey Leaf Spot, Fairy Ring, and Take-All Root Rot. 

  1. Acts of God: 

Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any  of the following causes beyond reasonable control: Acts of God, accident, riots, war, terrorist act, epidemic, pandemic,  quarantine, silo commotion, breakdown of communication web facilities or internet providers, natural catastrophes,  government acts, changes in law/regulations, national strikes, or the lack of available material or energy.  

  1. Force Majeure: 

Furthermore force majeure shall not include financial distress nor the inability of either party to make a profit or avoid a financial loss, change in market prices or conditions, or a party’s financial inability to perform obligations hereunder. 

  1. Irrigation Repairs: 

All Irrigation repairs will be considered an “Extra Charge” on a time and material basis. No repairs will be completed until PLM receives an approved and signed contract to perform said work. 

  1. Vendor Credentialing: 

Additional fees associated with Vendor credentialing shall be billed back to the Customer and any costs associated with invoicing or billing.

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