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HomeMy WebLinkAboutTree Solutions AGREEMENT THIS AGREEMENT is made and entered into on the 9 day of November, 2018 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Tree Solutions (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: 1)Trunk drench treatment for sudden oak death of 238 selected trees at Byrne Preserve listed in the 2007 Don Cox report. Work should include spraying and photo documentation. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement Proposal from CONTRACTOR dated November 6, 2018 3 TERMS The services and/or materials furnished under this Agreement shall commence November 13, 2018 and shall becompleted by November 16, 2018, unless terminated pursuant to Section 5(f). 4 COMPENSATION For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed Nine thousand nine hundred ninety-six dollars and zero cents ($9,996.00) 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 workdone 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 plod fort" Updated 4/23/10 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. iv ERRORS AND OMISSIONS INSURANCE. $1,000,000 00 aggregate. 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 Shod form Updated 4123/10 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 Short form Updated 4/23/10 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. Nichol Bowersox Public Works Director f Town of Los Altos Hills By- 26379 Fremont Roadignatu'e Date Los Altos Hills, CA 94022 f Print name,Title TOWN OF LOS ALTOS HILLS. By- th3/0 C rl Cahill,City Manager Date Town of Los Altos Hills Page 4'of 4 Short ram Updated 4123/10 0, TREE S ciPLEJ` OCAVSi HEALTH CARE FOR TREES Tree Solutions PO Box 66158 Scotts Valley,CA 95067 November 6,2018 Town of Los Altos Hills Attn- Jeremy Koch 26379 Fremont Road Los Altos Hills, CA 94022 RE. Byrne Preserve SOD (Sudden Oak Death) Prevention Treatment November 2018 Proposal Byrne Preserve Tree Solutions Inc. will perform the SOD (Sudden Oak Death) prevention service at the Byrne Preserve location on November 13th and 14th. The cost for thus said service is$9,996.00 which includes treating"'238 tree trunks selected for treatment based on criteria previously submitted from Don Cox's consulting arborist report. Enclosed in preparation for the service is as followis: • Certificate of Liability Insurance • W-9 Form Regards, Debbie Crivelli debbie@treesolutions.com 831-425=1833 831-247-1696 www.treesolutions.com ACC;RD CERTIFICATE ®F ,lAB! vrp INSURANCE DATE(MMIDDYYYY) 10/29/2018 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 ADDmONAL 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). PRODUCER NCA cT Kristen Schnittger Moore&Miller Insurance PHONE !PAX AIG No,Est): (831)462-6900 [(ac,No (831)462-3884 3333 Sequel Drive E'MA1LSS: Kristen@mooremiller.com ADDRE INSURER(S)AFFORDING COVERAGE NAIL II Soquel CA 95073INSURERA. Coastal Brokers INSURED INSURER B State Compensation Ins.Fund 35076 Tree Solutions,Inc. INSURea P.O.Box 66158 INSURER D. -- ---- ---- INSURER E. Scotts Valley CA 95067 INSURER F. COVERAGES CERTIFICATE NUMBER: CI 18102909434 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED 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. IN$R TYPEOFINSURANCE A ut.su t pOUCYEFF POI.IL�Yl LTRINSD WVD POLICY NUMBER (MUSOD YYW) (MMIDDIYYYY) LIMITS X COMMERCIAL GENERAL LIABILITY 1,000,000 EACH OCCURRENCE S DAMAGE 10 RtED CLAfMS.MAOE ®OCCUR r PREMISES(EaENaaurrence) 5 100000 MED EXP(Any ono petran) S 5.000 A Y 101 PIM 0106276-00 08/20/2018 08/2012019 PERSONAL&ADV INJURY 5 1,000.000 GEN!.AGGREGATE LIMIT APPUES PER: GENERAL AGGREGATE 5 2.000,000 POLICY 0!Ea 0 LOC PRODUCTS-COMPIOPAGG 5 2,000.000 OTHER S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S _ sEa accident) ANY AUTO BODILY INJURY(Per person) S OWNED —SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY _AUTOS ONLY (Paracent) UMBRELLA LIAB _ OCCUR EACH OCCURRENCE 5 _ EXCESS LIAR CLAIMS-MSE AGGREGATE _ S CED I RETENTION WORXERS COMPENSATION XI PERTUTE OTH- AND EMPLOYERS'LIABILITY Y I N STAER B ANY PROPRIETORMPARTNERIEXECUTIVENIA 9035984-17 12/11/2017 12711/2078 E.L.EACHACCIDENT S OFFICERI6 V.IBER EXCLUDED? (Mandatory In NH) E.L.DISEASE EA EMPLOYEE S (ryes,desatbe under DESCRIPTION OF OPERATIONS below E.L DISEASE POLICY UMIT S DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached Ir more space Is required) Certicate holder is named as additional insured. There will be a thirty(30)day notice of cancellation.There will be ten(10)days notice of cancellation for nonpayment of premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Town of Los Altos Hills ACCORDANCE WITH THE POLICY PROVISIONS. 26379 Fremont Road AUTHORIZED REPRESENTATIVE i r Los Altos Hills CA 94022 �� �I,,,� "�.�, @ 1888-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 101 PMSG 0106276-00 NAMED INSURED: Tree Solutions, Inc. THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY -ADDITIONAL INSURED - OWNERS,NERS9 LESSERS OR CONTRACTORS (FOR,`,: ;) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Town of Los Altos Hills are named as additional insured under this policy,but only as respects to liability arising out of operations performed on the above project. (If no entry appears above,information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED(Section II)is amended to include as an Insured the person or organization shown in the Schedule,but only with respect to liability arising our of"your work"for that insured by or for you. CG 2010(11-85) Copyright,Insurance Services Office,Inc.,1992