This Maintenance Services Terms & Conditions Addendum (“Addendum”) is incorporated into and forms part of the Maintenance Services Agreement (“Agreement”) between Diamond Landscaping (“Diamond”) and the Client.

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1. Scope of Services

Diamond shall provide only those maintenance services specifically described in the Agreement or any attached exhibit (the “Services”).

Unless expressly stated otherwise, the Services do not include:

• Installation, construction, or capital improvements

• Major repairs, replacements, or remediation work

• Restoration due to storm damage, flooding, fire, drought, pest infestation beyond normal maintenance control, or other events beyond Diamond’s reasonable control

• Services outside normal landscape maintenance practices

Landscaping involves living materials and natural conditions; outcomes may vary due to seasonal, environmental, and site-specific factors.

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2. Standard of Care

Diamond shall perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards for high-end residential landscaping.

Diamond does not guarantee specific aesthetic outcomes, growth rates, or plant survival unless expressly stated in writing.

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3. Plant & Material Disclaimer

Unless expressly provided under a separate written installation or warranty agreement:

• Diamond makes no warranty, expressed or implied, regarding plant, turf, tree, or landscape material survival

• Diamond shall not be responsible for plant loss or damage resulting from:

  • Weather extremes or environmental conditions; including accidents, floods, fire, or other actions beyond our control

  • Soil composition, drainage, or site conditions

  • Irrigation system failure, misuse, or improper programming outside Diamond’s control

  • Owner actions, neglect, or third-party work

  • Damage to plant material caused by disease or pathogens

 

4. Client Responsibilities

Client agrees to:

• Maintain a properly functioning irrigation system, utilities, and water supply

• Provide safe, reasonable, and uninterrupted access to the property during scheduled service times

• Disclose known site hazards, underground utilities, pets, or hazardous conditions

• Promptly notify Diamond of conditions or changes that may impact service delivery

Diamond shall not be responsible for delays, damage, or service limitations caused by restricted access, unsafe conditions, or undisclosed site factors.

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5. Fees, Billing & Suspension of Services

• Fees shall be invoiced as set forth in the Agreement

• Payment terms are Net 15 from invoice issue date

• Diamond reserves the right to suspend Services for non-payment following written notice

• Late payments may be subject to reasonable interest or administrative charges as permitted by law

• Suspension of Services shall not constitute a breach of the Agreement, and Diamond shall not be liable for resulting landscape conditions during the suspension period.

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6. Price Adjustments & Cost-of-Living Increases

On each annual anniversary of the Agreement, Diamond shall implement an automatic Cost-of-Living Adjustment (“COLA”) to the Service fees.

• The annual COLA shall be no less than the percentage increase, if any, in the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items, as published by the U.S. Bureau of Labor Statistics, measured over the twelve (12) months immediately preceding the anniversary date.

• The adjusted pricing shall become effective automatically upon the anniversary date and shall not require further approval by Client.

In addition to the annual COLA, Diamond reserves the right to adjust pricing upon written notice due to extraordinary or unanticipated cost impacts, including but not limited to:

• Labor cost increases, including wages, benefits, payroll taxes, or workforce availability constraints

• Fuel, equipment, or material cost increases or surcharges

• Periods of heightened inflation, hyper-inflation, or significant macroeconomic disruption

• Regulatory, compliance, insurance, or safety-related cost changes

• Changes in scope, service frequency, site conditions, or client-requested modifications

Such adjustments are intended to ensure Diamond’s continued ability to safely staff, operate, and deliver high-quality maintenance services consistent with the Agreement.

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7. Term, Renewal & Termination

• The Agreement shall commence on the effective date and continue for the stated term

• The Agreement may automatically renew unless terminated with written notice

• Either party may terminate with thirty (30) days’ written notice

• Diamond may terminate immediately for non-payment, unsafe working conditions, or material breach

Client remains responsible for all fees accrued through the effective termination date.

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8. Limitation of Liability

To the fullest extent permitted by law:

• Diamond’s total liability under the Agreement shall not exceed the total fees paid by Client during the twelve (12) months immediately preceding the claim

• Diamond shall not be liable for indirect, incidental, consequential, special, or punitive damages, including loss of use, loss of enjoyment, or diminution in property value

This limitation applies regardless of the legal theory asserted.

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9. Indemnification

Each party shall be responsible for claims, damages, losses, or expenses arising from its own negligence or willful misconduct.

Neither party assumes liability for the acts or omissions of the other beyond what is expressly stated herein.

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10. Insurance & Force Majeure

Diamond maintains commercially reasonable insurance coverage consistent with industry standards.

Diamond shall not be liable for delays or failure to perform due to events beyond its reasonable control, including severe weather, natural disasters, labor disruptions, governmental actions, or utility failures.

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11. Dispute Resolution & Governing Law

The parties agree to attempt good-faith resolution of disputes prior to litigation.

This Agreement shall be governed by the laws of the state in which the Services are performed, without regard to conflict-of-law principles. Venue shall lie in the applicable county of service.

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12. Entire Agreement & Modifications

This Addendum, together with the Agreement, constitutes the entire understanding between the parties regarding maintenance services.

Any modification must be in writing and signed by both parties.

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13. Other Conditions

• Monthly Service Fees are flat rates. Any rain days or Holidays that fall on a scheduled service days will be paid as regular workdays. Six holidays: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, and Christmas.

• Client will not offer employment to any Diamond Landscaping employee.

• A Diamond Maintenance Manager must be notified in advance of any task requests involving the crew’s use of ladders, work in elevated spaces, or work on sloped terrain which may require crew’s use of harness. Furthermore, a Diamond Safety Manager must conduct a formal assessment and approve safe working conditions before any such work may commence.