HomeMy WebLinkAboutTree Solutions (3)AGREEMENT
THIS AGREEMENT is made and entered into on theme day of CcAsb ei- , 2015 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:
Trunk drench treatment for sudden oak death of 103
selected coast live oak trees at Byrne Preserve listed in
tables 1 and 2 of the 2014 Deborah Ellis 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 October 241 2015
3. TERMS. The services and/or materials furnished under this Agreement shall
0', j ? " �. -' - isr, unless terminated
commence i I—?, I ) and shall be completed by i I
pursuant to Section 5(f).
4. COMPENSATION. For the full performance of this Agreement:
a. TOWN shall pay CONTRACTOR an amount not to exceed Four thousand eight
hundred dollars and zero cents ($4,800.00) within thirty (30) days following
receipt of invoice and completion/delivery of services/goods as detailed in
Sections 1, 21 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
Short form
Updated 4123/10
6. 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
Short form
Updated 4/23/10
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, dOGUments and
materials for marketing of their professional services.
Town of Los Altos Hills Page 3 of 4
Shat form
Updated 4/23/10
off
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This A reement shall..'becolme effe-ctivel,
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Town of Los Altos H Ift Page 4 of 4
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Estimate:
Date Estimate #
1, 0/20/2015 622
831-247-1696
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