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HomeMy WebLinkAboutTree Solutions (6)AGREEMENT THIS AGREEMENT is made and entered into on thet' Dt day of 2016 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 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 20, 2016 3. TERMS. The services and/or materials furnished under this Agreement shall commence 11and shall be completed by I l/Vd �ZaC6, 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 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, 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: r. WORKERS COMPENSATION INSURANCE: Minimum statutory limits. 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 areprepared 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 retain ' s 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 4/23110 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 By: 26379 Fremont Road Sign/ure Date Los Altos Hills, CA 94022 O'Tct (D Print name, Title A y_. Carl Cahill, City Manager Date Town of Los Altos Hills Page 4 of 4 Short form Updated 4/23110 TREE SOLUTIONS HE/V-TH (.-,.A,,R.E FOR TREES P.O.Box 66158 Scotts Valley, CA 95067 Estimate Date Estimate # 10/20/2016 713 831-247-1696 jim@TreeSolutions.com WSA I SRI P' A.9 B R f C-13 11T ul le, FormW'� Request for Taxpayer f Give form to the (Rev. October 2007) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service I I I Name (as shown on your income tax return) N a) 0) CZ CL C 0 4) ®. 0 -40 0 rcn a) 5 (1) Business name, if different from above Tree Solutions Inc. Check appropriate box: F] Individual/Sole proprietor Of Corporation R Partnership Exempt F] Limited liability company. Enter the tax classification (D=disreg6rded entity, C=corporation, P=partnership) 00►-------- r-1 payee [:] Other (see instructions) No- I Address (number, street, and apt. or suite no.) Requester's name and address (optional) PO Box 66158 T&VIRM 44 1 AlfHill City, state, and ZIP code Scotts Valley, CA 95067 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) V &% a 's 26379 Fremont Road Los Altos Hills, CA 94022 Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid Social security number backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is or your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number number to enter. 26 1838085 I&MIUM, Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because.* (a) I am exempt from backup withholding, 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 or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you- have failed to report all interest and dividends on your tax return. For real estate transactions., item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation 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 instruction ,n page 4- page Sign Signature of Here I U.S. person 00* General Instructions Section references are to the Internal Revenue Code unless otherwise noted. WoM A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made 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. Certify 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 backup 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 U.S. 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 substantially similar to this Form W-9. Date 100 - Definition of a U.S. person. For. federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. 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 income 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. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United 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 its 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: 9 The U.S. owner of a disregarded entity and not the entity, Cat. No. 10231X Form W-9 (Rev. 10-2007) c (. DATEJMMJDDMy CERT kd IN$ qqrEOF LIABILITYINSURAh 1%0 . 10/19/2016 E0.4 THIS CERTIFICAT I ISwe SUED AS A MATER OF INFORMATION ONLY ANDCONFERS 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 F I S R GE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE PRODUCER, AND THE CERTIFICATE HOLDER. Wo-f;ffA N -T*- If the certificate holder is an ADDITIONAL INSURED the. olio Ifesmush: beendorsed. If SUBROGATIO14 IS WAIVED_, ED_ subject to the terms and conditions of t e policy, certain policies may require an endorsement. A statement on this cord Irate roes not confer rights to the cerifflicate hotder in fieu of such nod er ent(s). WWI wim"O"m- TACT PRODUCER; Kristen schnittger Moore & Mils Insurance PHOS (831) 462-6900 , tom r (831.) 462-3804 ..�.�. 3333 Soquel Drive D. RESS. IINSURIERS AFFORDING COVERAGE L NAIL . oqu.. 9507 dwa. ;�... INSURER Ins F. Tree solutionsr Inc* INSURER C; 'P. fox 66158 INSURER E'* Scotts Vail CA 95067 1 INSURER C EO'esC .TCATE i Mi ER:CLI 682 90Z2''66REVISION NUMBER.* * .M E *tH.IS IS TO CERTIFY T - HAT E POLICIES OF INSURANCE USTED Sr--. HAVE BEEN ISSUED TO THE INSURES NAMEDA FOR THE POLICY PERIOD INDICATED. NOTVVITHSTANDING ANY :'E I M ' . TEER R CONDITION OF ANY CONTRACT OR OTHER DOCUMENT NTH RESPECT TO WiICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE SUR N E AFFORDED BY THE UCIES DESCRIBED :HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH R i..ICI:E . LIMITS SHOW mAY HAVE BEEN REDUCED BY PAIDCLAIMS. a...r.a a.. �TYPE Of INSURANCE `� � ObUCY EXP k LIMIT POLIO M10 I 0 000 C MMERC ��. GENERAL LJ E31 �' AC OCCURRENCE r 3 lido t oo CLAIM-S-PAADE -OCCUR 5,f 000 x ill/15./`2015 1'1115P2,016 MED EXP one 1-7, s n,m.a+wrrwsmwws++m..s cw'.++o+tw 4a,.n, 7: PERSONAL INJURY 11000 r o . ., �,,. a . JVA.MMVWe..KaaMdv4W.MhMMY+YaIW��w'�!�1�f1w4'aW<iA ENERAL AGGREGATE GENL Ar.GREGATE LIM61 APPLIES PERPRO.: PPRODUCTS - complop Included.-,. . i JET LOC AUTOMOBILE LIABIUTY BODILY INJURY (Per pers) . �t MY AUTO L OWNED SCIHEDULED BODILY INJURY Per ardent) AUTOS AUTOS � oWokms E PROPERTY DAMAGE HIRED iNUTO-S AUTOS JiCH OCCURRENCE e 1, OCCUR3 »� 4 AGGREGATE EXCESS U► LAIMS- WOE q ri RETENT,10N y CORKER MISTALUTE 'N i. P : P I X �� tS :: d 3 ' �a E d I it i. E.L.AND EMPLOYERT UABILITY YIN EACIf tai %§fit» f $ �w B. !Mandatory in Nfi) 1,1 a s ibe �rE.. . f f t 3 # F ' 4 � pEf%TjO I LOCATIO14 .1 VEHIC E ( D 401,. �.c i� ra l R r rks � dine, may b attached if mo e a � � qc�is ) e -Cate holder is named as additional insure.. There 411 be thirty day Haters of cancellation. There will be ten days notice• OZE ca l. for nonpayment o premium,, -flON ................ CERTIFICATe HOLDER CNCELi . . . . . . . . . . . . . . . . . . SHOULD ANY OF TIDE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town f' Los A-1tos HillsTHEEXPIRATION DATE THEREOF, N0110E WILL BEDELIVERED I 2 637 9 Fremont Road ACCORDANCEWITH THE POLICYPROVISIONS.- .Los ROVISyLos Altos Hills, CA 94022 AT1i0fMF.E)REPRE$E TAT1' _ Cbnitt 1988-2014 ACORD CORPORA110N. All right reserved. ACORI! 5 (2044101) The ACORD. name and logo are registered ra ft oAC-ORD I 026 (201401)