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HomeMy WebLinkAboutTree Solutions (4)AGREEMENT THIS AGREEMENT is made and entered into on the 6 day of November, 2017 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 October 31, 2017 3. TERMS. The services and/or materials furnished under this Agreement shall commence November 14, 2017 and shall be completed by November 17, 20177 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 sixty dollars and zero cents ($9,960.00) 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 Short form 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 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, 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 ire 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 Directorpr(-el Town of Los Altos Hills By:l.inn - -- - ----- - A 26379 Fremont Road Sick Lure Date Los Altos Hills, CA 94022 r- ) Pr'Int name, Title TOWN OF LOS ALTOS HILLS-. By. Carl Cahill, City Manager' Ddte Town of Los Altos Hills Page 4 of 4 Short form Updated 4MAO 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 By: 26379 Fremont Road Sig tore Date Los Altos Hills, CA 94022 I E4 - Print name, Title By: Carl Cahill, City Manager Date Town of Los Altos Hills Page 4 of 4 Short form Updated 4123110 TREE S ` HEAETH CRE FOR REFS Tree Solutions PO Box 6615 ScottsVall eey, CA 95067 October 31, 2017 Town of Los Altos Hills 26379 Fremont Road Los Altos Hills,, CA 94022 RE: Byrne Preserve Hello Jeremy, Per previous guidelines Tree Solutions, Inc. adhered to from the onset of performing the Sudden Oak Death (SOD) prevention treatments, please find the following: SOW: Perform a trunk drench treatment for Sudden Oak Death prevention to approximately 238 tree trunks selected for treatment based on criteria submitted by Don Cox in 2007. Cost of services: • $9,960.00 annually Proposed date(s) of service: Week of November 13, 2017. Note that we anticipate taking 3-4 full days to complete the work. Requirements (enclosed needed from Tree Solutions, Inc.: • Tree Solutions, Inc. W-9 form • Current Certificate of Insurance and Worker's Compensation document Requirements needed for Tree Solutions, Inc.: • Current "Agreement" from the Town of Los Altos Hills • Postings throughout Byrne Preserve notifying visitors that we will be there to perform services during the week of November 13, 2017 • Gate access at the lower entrance (End of the road that turns into the Byrne Preserve) throughout this time frame • Contact information for the designated "point of contact" that will be on hand at the preserve during our services 31-247-1696 Please let me know if you have any questions and/or if there is any other information you need from us prior to doing the services. Sincerely, Debbie Crivelli Tree Solutions Inc. PO Box 66158 Scotts Valley, CA 95067 (831) 247-1696 Santa Cruz (650) 269-0540 Bay Area (831) 604-1483 Fax debbie,treesolutions.com Form W= 9 Request for Taxpayer Give form to the (t&4. Oat&p-r 200-A Identification Number and Certification mquester. Do not OA,pnment of khl� TTP,:iwuTy send to the IRS, Intowmd ReveliuP, $P'rvica Narne (as shovin on your income tax return) Businew name, if different from above 0 1W Check appropriate box, Of Individual/Sole proprietor Corporation El Partnership Exempt EJ Limited liability company. Enter the tax da,?,-sification P=disre.gerded entity, G=corWation, P=partnerahip) payee El Oth-or (see inslruct:*ona) 01, - Address (number, street, and apt.. or suite no.) Requester's name and addreas 1(op6ional) ELV U�5 , C; Town of Los Altos Hills Citi, state, and ZIP code 26379 Fremont Road 0 , , V \J -A I I Los I I CA 9402,2 List accwnt numbw(s) hare optional]' W Taxpayer Identification Number (Tim Enter your TIN in the appropriate box. The TIN provided must Inatch the name given on Line I to avoid Social secuedy number backUp withholding. For Individuals, this is your social security number tSSN). However, for a resident alien! sole proprietor, or disregarded entity, see the Part I instructions on page :3. For other entities, it is your employer identification number (E I N). If you. do not have. a number, see. How to aet a TIN on Page 3. or Note. It the account is in mme than one nam -e, see the chart on page 4 for guidelines on whose Employer identification number number to enter. C11 E3 MUG 1 11 Certification Under penalties of p6dury, I certify that: I . The number shown on this term is my correct taxpayer identification number (or lam waiting for a number to be issued to me), and 2. 1 am nol subject to backup withholding because: Via) I am exempt from backup wnhhQ1ding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I aM subject to backup withholding as a result 'of a failure to report all interest 0 divid-pnds, or (c) the IRS has notified me that I sin no longer subject to backmp withholding, and 3. 1 am a U,S. citizen or other U.$. person (defined be)ow). Certification instructions. You must Gross out item 2 above if you have been notified by the IRS that YOU are Currently subject to backLIP vvithholding because you have failed to report all interest and dividends on your tax return. For reai estate transactions, 'item 2 does not -apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellatiai of debt, contributions to an individual retirement arrangement (IRA).. and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page 4. Sign Signsfure of Here I U.S. peraon 0- General lnstructiomn'7 ltw Section referonces are to the Ir b4mal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain. your correct taxpayer identification number (TIN) to report, for exampte, incomp- paid to you, real 6state transactions, Mortgage interest, you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you Madre to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester} and, when applicable, to., 1. Ceffy that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. . Certify that you are not subject to back . up withholding, or 3. Claim exemption from backup withholding if you are a U -S, exempt payee. If applicable, you are also certifying that as a VS. person,., your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substardially similar to this Form W-9. K I IDate 111--0 % I Definftilon of a U.S. person. For federal tax purposes, you are considered a US. person K you are.- • An individual who is a U.S, cif zen or U.S. resident alien, • A partnership, corporat'OnT company, or associatio-n createclor organized in the United States or under the laves of the United States, *,An estate (other than a foreign estete), or 0 A domestic trust (ar, defined in Regulations section 301,7701 -7) - Special. rules for partnershilp& Partnerships that conduct a trade or business in the United States_are generally required to pay a withholding tax on any foreign partners' share 'of in com from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required 'to presume that a partner is a foreign person, and pay the withholding tax. Thereforo, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the Unfted States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W-9 to the partnership for purposes of establishing As U.S. status and avoiding withholding on its allocable share. of net income from the partnership conducting a trade or business in the United States is in the following cases: o The U.S. ol.AinGr of a disregarded entity and not the entity, Cat. No. 10231X Form W-0 JRev- 10-2007) RAT C- (,0,MPDDN CERTIFICATE OF LIABILITY INSURANCE 1110112017 THIS CER TIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS No RIGHTS UPON THE GERTIFICATE HOLDER. 7HIS -CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALT—MR THE; COVERAGE AFFORDED BY THRE 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, ther policy(ias) musthave ADDITIONAL INSURED provlslons abe endorsed. If SUBROGATION IS WAIVED,. subject to the terms and cenditions cif the poflcy,- certain policies may require an endorswerit. A statement an this certificate does not confer rights to the oertificate holder in lieu of such endorsement(s),, PRODUCER K400m. & TOO Soquel Drive UCINTACT Ks NAME' roii4r; PHONE 18311)462-8900 1 '81)4 3884 (,''SIC T No). ADDRESS: 1,NSURVR(S,) AFFORDING COVE -RAGE NAtc �# GEK1'!.,AGG7,RF%3A71 E LIMIT APP"Wir—S PSR CA 950TJ INSU ffliR A California 0 apital Ins. Co. 1 41, 3544 INSURED INSURFER 6 State Compensation Ins. FL-nd Tree 5.0"u4tions INSURM C P 0. Box 66-11 56 WSURER 0 g INSURER E H iR E L) N QR- 101, A RS. 0 i HNSURER P Scott$ Valley nnVFRanF9 CERTIFICATE NL]MF3FR-. k..,L", f "21 IUD.3103 REV1Si0N1h4UM9F_R- OVE FOR T" UCY P!"R101) TH[S- IS TO CERTIFYTHAT TI -JE POUCIES OF INSURANCE :.;TED 88LOWHAVE BEEN' M$UC[D TO THt'z !NSURED N *A MED ASTi-{EPO �_L III-OK."ATE-D, NOTY-A TH ISTAND INC- AAY REQUIRE!01ENT, TERM OR CONN! 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Ef I AND ENIPLOYERV LABILITY y 11 N A.14Y PR0-'2R1r`0R1F;,�.R7N:E L NA A 90`984-17 1211 '13 12 211 IU2 0 1& E. L EA C- i AC C I M N (Mandatory in NH) kit fes dAs,-r0.--e unde,.- nm ,qCR:FT10JN OF OPHRA3,'O',45 I)e1or.-v rE L F_ 1� D" P01,�,'-Y DESCRIPTION OF OPERATIONS I LOCATtONS I VEHICI.-zS (ACORD 101., Additional L Remarks $chedulie, mall he atraChed if mare space is raq"ired) Cert to hholder is namied -as adt-fitiorial insured. L S There will be a 111hirty (30) day noiL,1:,,,-eof canoeflaniion. There kr be len `10) day notceofc-arcr-liaiion-�ornon-paymertotpra.,ii)urri, CERTIFICATE HOLDER SHOULD ANY OF THE ABOVE DESCRIREDL POLICIES. BE CANCELLED BEFORE THEE EXPIRATION DATE THEREOF, NOTICE WIU, SE DELIVERED W Town oT Los AllloS Hills AC.'r'CORDANCE WITH THE POLICY PROVISIONS. 26379 Frarnwit Road. - AUTHORIZED REPRESENTATIVE L c-, s A Ut o s Ma is CA 9AI022 08 1988-2015 ACORD CORPORATION. A.1; rights reserved. ACORD 25 (2016fO3) The ACORD name and loco are registered marks of ACORD