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HomeMy WebLinkAboutS.P. McClenahan Co., Inc.AGREEMENT THIS AGREEMENT is made and entered into on the 3Y41 day of NPvcmber, 2020 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: Trim coast live oak located at the end of Moody Court at the Byrne Preserve pathway entrance. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated October 2, 2020 3. TERMS. The services and/or materials furnished under this Agreement shall commence November 2, 2020 and shall be completed by December 31, 2020, 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 One thousand four hundred ninety dollars and zero cents ($1,490.00) 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 farm 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: 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 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 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 Town of Los Altos Hills 26379 Fremont Road ` re Date Los Altos Hills, CA 94022 A �v Print name, Title TOWN OF LOS ALTOS HILLS: I � By: ? 02 Carl Cahill, City Manager Date Town of Los Altos Hills Page 4 of 4 Short form Updated 4!23/10 ® Request for 'Taxpayer Give Form to the Form Identification Number and Certification requester. Do not (Rev. October 2018) Department of the Treasury send to the IRS. Internal Revenue Service 110- Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name (as shown on your Income tax return). Name is required on this line; do not leave this line blank. S.P. McCtenahan Co., Inc. 2 Business name/disregarded entity name, If different from above M v 3 Check appropriate box for federal tax classification of the person whose name Is entered on line 1. Check only one of the 4 Exemptions (codes apply only to � following seven boxes. certain entitles, not individuals; see CL o ElIndividual/sole proprietor or 0 C Corporation ❑ S Corporation ElPartnership ❑ TrusVestate instructions on page 3): c single -member LLC Exempt payee code (if any) 5 0.0 ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► `p ;? Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check Exemption from FATCA reporting •' N LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC Is i code (f any) another LLC that Is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ❑ Other(see instructions)► (Applies to accounts mmntolnodoutsrdc the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions, Requester's name and address (optional) 1 Arastradero Road 6 City, state, and ZIP code Portola Valley, CA 94028 7 List account number(s) here (optional) IMIN Taxpayer Identification Number (TIN) 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 generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Instructions for Part I, later. For other _ m r entities. it is vour emolover Identification number (EIN). If you do not have a number, see How to clef a TIN, later. or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Empioyer identification number Number To Give the Requester for guidelines on whose number to enter. 9 4 — 1 1 4 1 4 1 3 1 5 1 1 1 6 Certification 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); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. 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 instructions for Part ll, later. Sign Signature of Here U.S. person ► / �� Date 11 - General General Instructi6ns Section references are to the Intemal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099 -INT (interest earned or paid) • Form 1099 -DIV (dividends, including those from stocks or mutual funds) • Form 1099-MlSC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2010) f S.P. MCCLENAHAN ARBORICULTURISTS 54'a9aa Contractors 1.ic. #651341 1 Arastradero Road, Portola Valley, CA 94028-8012 Telephone (650) 326-8781 Fax (650) 854-1267 www.spmcclenahan.com October 2, 2020 Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Dear Ms. Hoffmann: 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 truly yours, Joshua T. McClenahan, Chief Operating Officer S. P. McClenahan Co., Inc. S.P. MCCLENAHAN ARBORICULTURISTS 5:911 Contractors Lic. #651341 1 Arastradero Road, Portola Valley, CA 94028-8012 Telephone (650) 326-8781 Fax (650) 854-1267 ww w.spmcclenahan.com October 2, 2020 Client Information: Job Location: Town of Los Altos Hills 12695 La Cresta Drive 26379 Fremont Road Los Altos Hills, CA 94022 Los Altos Hills, CA 94022 ID# 26210 Job Specifications 4 nn.,.,+,,..,,..pine, iI ,a,,.,en ,. moi,,.,,, .,H,..,,, R..hl.. L.,.-1..... Not included in the scope of this agreement 2 Coast live oak, (1) at Byrne Preserve path enrtrance at end of Moody Court a. Reduce endweight and retain low limbs b. Remove deadwood 1 inch in diameter and greater Note: S.P. McClenahan Company will confirm pruning specifications with Town arborist prior to starting work $1,490.00 Total 3-4794 Under terms of the preceding bid, all wood, brush and debris, which result from specified $1,490.00 operations, will be hauled from premises. Client Information: Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Job Location: 12695 La Cresta Drive Los Altos Hills, CA 94022 ID# 26210 Est. ID# 28720 If you have any special instructions please feel free to note them below or contact us at (650) 326-8781. By signing and returning the enclosed letter, you agree to the terms, condition, and work specifications. Comments: Authorized By: Authorized By: Print Name, Owner of Property Signature Date: Terms and Conditions It is agreed by and between S. P. McClenahan Co., Inc. and the authorizing party (customer and/or customer's 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 person(s) 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 Co., 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 owner's 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 customer's 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 State 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 1 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 the 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.