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HomeMy WebLinkAboutS. P. McClenahan Co., Inc. (2) AGREEMENT r THIS AGREEMENT is made and entered into on the If'day of J Nay , 2018 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and S.P. McClenahan Co., Inc. (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Grind a Red ironbark stumpage approximate 18" below grade, back fill hole and haul away excess stump chips at Gardner Bullis Elementary School frontage planter 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated July 12, 2018 3. TERMS. Th services and/or materials furnished under this Agreement shall commence 1 'jl t$ and shall be completed by /2-J1)g , unless terminated pursuant to Se io 5(f). 1 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed Eight hundred dollars and zero cents ($800.00) within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. Town of Los Altos Hills Page 1 of 4 Snarl Tann updmed 1123110 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: i. WORKERS COMPENSATION INSURANCE: Minimum statutory limits. ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. i ORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregated--- r4 I "/44 appy-c c� h. e.3 A7� ,f rG.-+lie l If V. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Page 2 of 4 anon mm, Waled Amis c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer- employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non-exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. Town of Los Altos Hills Page 3 of 4 Shen m," UPdated 4/23110 h. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: CONTRACTOR: Allen Chen Public Works Director Town of Los Altos Hills : -i t A t 6 26379 Fremont Road r. re Date Los Altos Hills, CA 94022 J � 0.40 ei�.•wa � Print name,Title TOWN OF LOS ALTOS HILLS: By: Q(. �. �L 7/ " Carl Cahill, City aer Da Town of Los Altos Hills Page 4 of 4 Shot Tenn Updated+123/+0 S.P. MCCLENAHAN AR a ORI:ULI URISTS ')911 Contractors Lic.#651341 1 Araslradero Road,Porlola Valley,CA 94028-8012 Telephone(650)326-8781 Fax(650)854-1267 www.spmcclenahan.com July 12, 2018 Town of Los Altos Hills 26379 Fremont Road Los Altos Hills,CA 94022 Dear Mr. Chen: Please accept my gratitude for considering S. P. McClenahan Co., Inc your professional tree care provider. S. P. McClenahan Co., Inc takes pride in Providing Excellence in Arboricultural Services for our clients and ensures all of our tree care services will be in accordance with the Tree Care Industry Association's Accreditation Standard. The core value of the Accreditation for our customers is the assurance that you will receive superior tree care services from a company adhering to the industry's foremost safety, quality, customer service and ethical business practices. Our tree care insurance package includes a general liability policy for completed operations and property damage, a professional liability policy for professional consulting services and workers'compensation insurance coverage.At your request,we will gladly provide a Certificate of Insurance for any of the above-mentioned coverage. Thank you for affording S. P. McClenahan Co., Inc the opportunity to submit our proposal for professional tree care services. As a fourth generation family business, our mission is to provide Excellence in Arboricultural Services for our clientele. Should you have any questions, or if we may be of further assistance, kindly contact our office at any time. Very ytruly yours, /�/J �J 11 , L c/----- Joshua T. McClenahan, COO S. P. McClenahan Co., Inc. 4 S.P. MCCLENAHAN ARBORICULTURISTS 5:,.1911 Contractors Lic.+651341 1.Arastradcro Road,Portola Valley;CA 94028-8012 Telephone(650)326-8781 Fax(650)854-1267 www.spnclenahan.com July 12, 2018 Client Information: Job Location: Town of Los Altos Hills 25890 Fremont Road 26379 Fremont Road Los Altos Hills, CA 94022 Los Altos Hills, CA 94022 10# 26210 Job Specifications 1 Red ironbark, at Fremont frontage a. Grind stumpage approximately 18 inches below grade b. Back fill hole and haul excess stump chips from site $800.00 Total $800.00 Note: Underground utilities must be mapped prior to starting work✓,rj�er. •/. -_l) Under terms of the preceding bid, all wood, brush and debris, which result from specified operations,will be hauled from premises. Client Information: Job Location. Town of Los Altos Hills 25890 Fremont Road 26379 Fremont Road Los Altos Hills, CA 94022 Los Altos Hills,CA 94022 ID# 26210 Est. ID# 21288 If you have any special instructions please feel free to note them below or contact us at(655)326-8181. By signing and returning the enclosed letter, you agree to the terms,condition,and work specifications. //yy �I^ Comments: �'�D510 cr44-Lc_ (1P cDT3-&-c+ tea e "" ///��� 0. Authorized By: Y-""`"" --rt c;o .kaon't�e 44_ wok- e ' p Print Name,OuweretRmp2Tv T Lantc'a Authorized By: Date: ?l 11 I-3.-0 t g Signature A� CERTIFICATE OF LIABILITY INSURANCE DATE'M� "" p" 5/3/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). OOVCER p CONTACT PR Bolton&Company NAME' 3475 E. Foothill Blvd., Suite 100 E-MAILS F,n (626)799-7000 INC,Nm: (6261583-2117 Pasadena, CA 91107 EMAIL ADDRESS- INSURER(S)AFFORDING COVERAGE HNC* vww.boitonco.com 0008309 INSURER A: Hartford Fire Insurance Company 19682 INSURED INSURER B: Fireman's Fund Insurance Companies 760 S. P. McClenahan Company 1 Arastradero Road NBURER c. Redwood Fire and Casualty Insurance Co 11673 Portola Valley, CA 94028 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 41692859 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IEFF POLICY EXP LT0. TYPE OF INSURANCE INSD DDL WVo POLICY NUMBER IMMN SIE YDIWYYI IMMIDOMYYYI LIMITS A 1 COMMERCIAL GENERALUABILITY V 57UENOK3257 4/1/2018 4/1/2019 EACH OCCURRENCE $1,000,000 DAMAGE CLAIMS-MADE I ,/IOCCUR RENTED PREMSESC(Ea occurrence) 5300,000 MED EXP(My one person) 510,000 PERSONAL&ADM INJURY $1,000,000 — GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 HPOLICYjET LOC PRODUCTS-COMP/OP AGO $2,000,000 OTHER: Arborist&Landscaper PC$1,000,000 A AUTOMOBILE LIABILITY 57UUNSR5675 4/1/2018 4/1/2019 OEOtiarciBOSINGLE LIMIT $1,000,000 _L ANY AUTO BODILY INJURY(Per person) $ OWNED — SCHEDULED BODILY INJURY(Per accident) $ _ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE 5 AUTOS ONLY AUTOS ONLY (Per accident) S B uMBRELLAUAB V OCCUR SSE00032312803 4/1/2018 4/1/2019 EACH OCCURRENCE 55,000,000 J EXCESS LIAR CLAIMS-MADE AGGREGATE 55000,000 DED 1 RETENTION S0 S C WORKERS COMPENSATION SPWC926806 4/1/2018 4/1/2019 / STATUTE EOTH. AND EMPLOYERS'LIABILm ANYPROPRIETOR/PARMERIEXECUTIVE YIN E.L.EACH ACCIDENT $1,000,000 OfFICERMEMBEREXCLUDED? ❑N NIA Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1 000 000 II yes,RnmaN under DESCRIPTION OF OPERATIONS below EL.DISEASE-POLICY LIMIT 51,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Addltlenal Remarks Module,may be 2111106Id II more space is repulsed) Re: All California Operations of the named insured as required by written contract Certificate holder is named as additional insured per blanket policy form H000010916 attached. Revised cert dated 3/30/18 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town of Los Altos Hills THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN 26379 W. Fremont Road ACCORDANCE WITH THE POLICY PROVISIONS. Los Altos Hills CA 94022 AUTHORIgOREPRESF1JTamE eT, ai"..r I Mary Ann Sun `_ ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2018/03) The ACORD name and logo are registered marks of ACORD 41192259 I SPIICCLE Cl 12016 Maaeer SSxalenaban GL/AC/SX/wC/IN I Mary Ann Sun I 5/7/2D1B 11.16.11 An I 211010 I Paye 3 or 3 Terms and Conditions It is agreed by and between S. P.McClenahan Co, Inc. and the authorizing party(customer and/or customers agent)that the following provisions are made as part of this contract: Arborist Disclosure Statement: Arborists are tree specialists who use their education,knowledge,training and experience to examine trees, recommend measures to enhance the beauty and health of trees,and attempt to reduce the risk of living near trees. Clients may choose to accept or disregard the recommendations of the arborist,or seek additional advice.Arborists cannot detect every condition that could possibly lead to the structural failure of a tree. Trees are living organisms that fail in ways we do not fully understand. Conditions are often hidden within trees and below ground. Arborists cannot guarantee that a tree will be healthy or safe under all circumstances,or for a specified period of time. Likewise,remedial treatments,like a medicine.cannot be guaranteed.Treatment,pruning,and removal of trees may involve considerations beyond the scope of the arborist's services such as property boundaries.property ownership,site lines,disputes between neighbors,landlord-tenant matters,etc. Arborists cannot take such Issues into account unless complete and accurate information is given to the arborist. The person hiring the arborist accepts full responsibility for authorizing the recommended treatment or remedial measures.Trees can be managed,but they cannot be controlled. To live near a tree is to accept some degree of risk. The only way to eliminate all risks is to eliminate all trees. Insurance by Contractor: S. P.McClenahan Co..Inc.warrants that it is insured for liability resulting from injury to personts)or property and that all employees are covered by Workers'Compensation as required by law.Certificates of coverage are available upon request. Completion of Contract: S.P. McClenahan Co.,Inc.agrees to do its best to meet any agreed upon performance dates,but shall not be liable in damages or otherwise for delays because of inclement weather,labor,or any other cause beyond its control',nor shall,S.P.McClenahan Co.be responsible for Client induced delays:nor shall Client be relieved of its payment obligation based on any such delays.If Client cancels the project with less than 24 hours prior notice,Client shall pay a minimum stop charge of$275. Tree Ownership: The authorizing party warrants that all trees listed are located on the customer's property and if not,that the authorizing party has received full permission from the owner to allow S.P.McClenahan Co., Inc.to perform the specified work.Should any tree be mistakenly identified as to ownership,the customer agrees to indemnify S.P.McClenahan Co, Inc.for any damages or costs incurred from the result thereof,including but not limited to claims brought by the actual owner of the tree and/or penalties and fines. Safety: S.P. McClenahan Ca., Inc.warrants that all arboricultural operations will follow the latest version of the ANSI Z133.1 industry safety standards as well as all applicable state and federal OSHA requirements.The authorizing party agrees to not enter,nor allow anyone else to enter,the work area during arboricultural operations unless authorized by the crew leader on-site. Stump Removal: Unless specified in the proposal,stump removal is not included in the price quoted.Grindings from stump removal are not hauled unless specified in this proposal.Surface and subsurface roots beyond the stump are not removed unless specified in this proposal. Concealed Contingencies: Any additional work or equipment required to complete the work caused by the authorizing party's failure to make known,or caused by previously unknown,foreign material in the trunk,the branches,underground,or any other condition not apparent in estimating the work specified,shall be paid for by the customer on a time and material basis.S. P.McClenahan Co., Inc.is not responsible for damages to underground irrigation lines,drain lines,invisible fences or underground cables unless the system(s)are adequately and accurately mapped by the authorizing party and a copy is presented before or at the time the work is performed. Permits: Should a permit for tree removal and or pruning be required by city or county agencies,it is the property owners responsibility to secure the permit.S.P. McClenahan Co, Inc.will assist if necessary in the permit process.If S.P. McClenahan Co.prepares an arboricultural report for customer to obtain a tree removal permit and customer terminates this contract to have S. P McClenahan Co.remove the tree(s),customer shall pay S P. McClenahan Co.'s standard charge for the preparation of the report. Clean-up: Clean-up shall include removing wood,brush and clippings,and raking of the entire area affected by the specified work.unless noted otherwise on this proposal. Lawn Repair: S.P. McClenahan Co, Inc.will attempt to minimize all disturbances to the customers lawn.Lawn repairs are not included in the contract price,unless noted otherwise on this proposal. Indemnification: Customer agrees to indemnify,defend and hold S.P. McClenahan Co., Inc.harmless from and against any and all third-party claims, liabilities,suits,demands,losses,costs and expenses,including,but not limited to reasonable attorneys'fees and all legal expenses and fees incurred through appeal,and all interest thereon,accruing or resulting to any and all persons,firms or any other legal entities on account of any damages or losses to property or persons,including injuries or death,or economic losses.arising out of or related to this Agreement and/or the services provided to Client. Notwithstanding the foregoing,customer shall have no duty to indemnify,defend or hold harmless S.P. McClenahan Co.,Inc.if said damages or losses are(i)caused by S.P.McClenahan Co., Inc's gross negligence or willful misconduct,or(ii)if said damages arise out of or relate to a written opinion or Arborist's Report provided to customer by S.P.McClenahan Co., Inc.pursuant to this Agreement. Chemical Application:It is noted that we use only those pesticides and chemical spray materials that are registered and approved by the Stale of California Department of Food and Agriculture and are further authorized for local application by the County agricultural agencies. Fertilization: All of our fertilization services are provided in accordance with the latest version of the ANSI A300(Part 2)Soil Management Standard. The reason for fertilization is to supply nutrients determined to be deficient to achieve a clearly defined objective in a manner most beneficial to the plant. The fertilization will take into consideration root accessibility,root location,fertilization objectives and plant species. ANSI A300 Tree Care Standard Definitions: The following definitions apply to specifications detailed in this proposal. • clean:Selective pruning to remove one or more of the following parts:dead,diseased,and/or broken branches with the objective of reducing risk to persons and property,promoting health,preventing decay and improving aesthetics. Unless note otherwise on this proposal,all cleaning will be of branches I inch diameter or greater throughout the entire crown. • crown: The leaves and branches of a tree measured from the lowest branch on the trunk to the top of the tree. • leader: A dominant or co-dominant,upright stem. • raise: Selective pruning to provide vertical clearance. • reduce: Selective pruning to decrease height and/or spread by removing specified branch • restore: Selective pruning to improve Ne structure,form,and appearance of trees that have been severely headed,vandalized,or damaged. • thin: Consists of selective pruning to reduce the density of live branches resulting in an even distribution of branches on individual limbs and throughout the crown(canopy). No more than 25 percent of the crown should be removed in an annual growing season. Our objective with this method of pruning is a reduction of risk to persons and property below the tree as well as improving aesthetics and light penetration. • vista pruning: Selective pruning to allow a specific view.usually by creating view'windows'through the tree's crown. Terms of Payment: Unless otherwise noted in this proposal,the customer agrees to pay the account in full within 30 days of work completion.Failure to remit full payment within 30 days will result in a finance charge of 10%per annum until paid in full. Under the Mechanics'Lien Law(California Code of Civil Procedure,Section 1181 et seq.),any Contractor,Laborer,Supplier or other person who helps to improve your property but is not paid for his work or supplies,has a right to enforce a claim against your property. This means that after a court hearing,your property could be sold by a court officer and the proceeds of the sale used to satisfy the indebtedness.This can happen even if you have paid your Contractor in full,if the Subcontractor or Supplier remains unpaid by the Contractor.