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HomeMy WebLinkAboutTree Solutions 14AGREEMENT THIS AGREEMENT is made and entered into on the 25th day of October, 2024 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: Sudden Oak Death (SOD) Prevention service at the Byrne Preserve Location which involves treating 238 tree trunks. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: EXHIBIT A — Bid proposal from CONTRACTOR dated October 3, 2024 3. TERMS. The services and/or materials furnished under this Agreement shall commence October 30, 2024 and shall be completed by November 5, 2024, 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 seven hundred forty-six dollars and zero cents ($9,746.00) 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 5 Short form Updated 4/26/22 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and held 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 farm personal damage, contractual and premisesloperation, 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 eleetive and appointed officer's, 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 Page 2 of 5 Short Form UpMed 4r4122 Town of Los Altos Hills 26379 Fremont Road it Los Altos Hills, CA 94022 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. CHANCES. 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 94 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 farm, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall bei 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, pians, 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 Town of Los Altos Hills Page 3 of 5 Shortform updatai 4/26122 for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. h. CONTRACT ADMINISTRATION. The TOWN hereby designates the Utility Engineering Manager and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative including Committee members and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. 1. 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 became 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: Melissa Ellan Assistant Engineer Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Short form Updabd 4/M22 CONTRACTOR: By: d,-,4 4 - - ignature pate Jo. me -,s Now Print. name, Title TOWN O O TOS HIL S: By:®•�J.Z Fater Plrneja , ity Manager pate Page 4 of 5 It 14TREE SOLUTIONS ,0001 FIFALTH (ARF October 3, 2024 Town of Laos Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 RF: Byrne Preserve Annual SCID Gudden teak. Death) Prevention Treatment Fall 2024 Proposal Tree Solutions, Inc. will perform the Sudden Oak Death (SOD) prevention service at the Syme Preserve location on Thursday, October 31" and. Friday, )november 111. The cost for thus said service is $9,746.00 which involves treating —238 tree trunks selected for treatment based on criteria previously established. Re s, Debl�'e Crivelli debbie@treesolutions.com 931-425-1833 831-247-1696 www.treesoluflons. ot7 m Form wims Request for Taxpayer (Rev. Maroh 2024) Identificattlon Number and Certification Department of the Treasury Internal Revenue Service Go to WWW.hs gov1FcrmW9 for in dructions, and tate latest information. Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below. Give forth to the requester. Do not send to the IRS. I Name of amitynndtvidual. An entry Is required. (Por a sole proprietor or disregarded entity, enter the owner's name online t, and enter the busineswdisregat deo entity's name on line 2.) 2 Business namaldlsregarded entity name, if dMerent from above. Tree Solations, inc. 3a Check the appropriate box for federal tax classification of the entityrndividual whose name Is entered on line 1. Check 4 Exemptions (codes apply only to only one of the following seven boxes, certain entities, not Indivkivals; C Individuaysole proprietor [VIC corporation E] 5 corporation [] partnership 0 TrustFestate sea Instructions on page 3): • LLC. Enter the tax classification (C = C corporation, S . S corporation, P - Partnership) . . . , Not*. Check the "LLC" box above and, In the entry space, enter the appropriate code (C, S, or P) for the tax Exempt payee code (fi any) ' classification of the LLC, unless It Is a disregarded entity. A disregarded entity should instead cttack the appropriate box for Emnpfion from Foreign Account Tax the tax ciasaflloation of its owner. Compliance Act (FATCA) reporting © Other (sea Instructions) code (if any) (Applies to accounts maintained 3b if on line 3a you checked 'Partnership" or "Trustlestate,A or chocked ILC" and entered "P" as its tax classifioation, and you are providing this form to a partnerehip, trust, or estate In which you have an ownership Interest, check this box if have foreign bmefieiades. See lnstruoWns outside time United states.) you any pattners, owners, or . . . . . S Address (number, street, and apt. or suite no.). See instructions. Requester's name and address (optional} Pfd Box 66158 Town of Los Altos Hills 26379 Fremont Road 6 City, state, and ZIP code Scotts Valley, CA 95067 Los Altos Hills, CA 94022 7 List account number(s) here (optional) EM Tali ager Identification Number IN 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 far Part 1, later. For oI )-.-.ther _ M r HTU V"MMO, K IS your employer ,IIUM111CM110rl A 10411M I7 YOU uv 5,04IstIM a r na, rru,7,, 4ufa r1VW 1V QGL er or 77N, later. ,— Nat0; If the ilcoount is iii MOO than ehl� ii M#, sea the MWuld Mit for line 1. Goo also What Naf m and Number To Glue the Requester for guidelines on whose number to enter. Under penalties of perjury, I certify that: identification number ©QOM"©H00© 1. The number shown on this form is my correct taxpayer Identification number (or t 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 cade(s) entered on this form Of any) indicating that I am exempt from FATCA reporting is correct. Certification instmOons. 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 ��i hr�rest and dividends on ur taco return. For real estate transactions, Item 2 does not apply. For mortgage Interest paid, acquisition or abandonment of s ured property, cancell debt, contributions to an individual retirement arrangement OW and, generally, payments other than Interest and dividends you re not requi o alg he certification, but you must provide your correct TiN. See the instructions for Part 11, later. Nigh Slgnatum of Here I J.S. person l plate General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Futaro developtrtents. 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,1rs,gov1FormW9. What's New New line 3b hes been added to this form. A flow-through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-0 to another ilow-through entity in which it has an ownership Interest. This change Is intended to provide a flow-through entity with Information regarding the status of its Indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3, See the Partnership instructions for Schedules K-2 and K-3 (Form 10 R). Line 3a has been modified to clarify how a disregarded entity completes this line. An LLG that Is a disregarded entity should check the Purpose of Form appropriate box for the tax classification of its owner. Otherwise, it An individual or entity should check the "LLC box and enter Its appropriate tax classification. (Form W-9 requester) who is required to file an information return with the IRS Is giving you this form because they Cat. No. 10231X Form W-9 (Rev. 3-2024) �`"� ----- -- CERT-II"I AT-E-OF-LIASILII :—INSURANG - -- RATE-(MMrtIULYYTr)-_ 1.0/18/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND 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($), AUTHOWZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must he endorsed. If SUBROGATION IS WAIVER, subject to to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this cartNtcate does not confer rights to the certmoste holder In lieu of such endorsements - PRODUCER N ME, 17anialle Holloway PMOME (630) 961 6285 azc Nn; aao-sax-lrzo AM Multi Insurance Services, Inc / CLCA 11 Al Court St.. IESS D3nialle.Holloway@arm-i.com AODRSuite INSURtk(81 MFOR111104 COVERAGE NAIL II D INSURERA;Western World Insurance Co. 13196 Woodland CA 95695 INSURED INSURER e - WSURERC Tree Solutions Ina INSumD PO BOX 56158 AUTOMOBILE Scotts Valley Cil. 95067 ISM F: VUVEHAUIz5 CERTIFICATE NUMBER:24/25 REVISION NUMBF-R: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEPS ISSUED To THE iNStJFif L? NAM7 D A$C3VE FdR T F �'OL CY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUI3JECTTO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LLTR TYPE Of INSURANCE L a POLICYNUMOE YEFF CYE7t1+ LIMITS A. X COMMERCIALORNERALLIABILITY CLAIMS -MAW Q OCCUR X $1,,.000-_110duatible pet Cla9m xrreli�3759 8!20/2024 0/20/2025 EACH OCCURRENCE $ 1,000,000 P MIS �R r! 100,000 MEDEXP(Anyonol»uI S 5,000 PERSONAL-AADVINJURY $ 1,000,000 GEN" AGGREGATE LIMFrAPP)JES PER- X POLICY ❑ dECr El LOO OTHER: OENERALAOOREGATE $ 2,000,000 PRODUCTS •COMNOPAGO S TnCindad P,oreos t.kw1(y S included AUTOMOBILE LIABILITY ANYAUTO ALL OWNED AutoE$OULED FRED AUTOS ALU�TO$ COMB MED SIRMY LWITS acrid nt WDILY INJURY (Par parson) S 13IDILY INJURY (Per accidanl) $ PPer e fiTY DAMAGE $ $ UMBRELLA UA8 LIAR []��OCCUREACH ADE OCCURRENCEEXCESS AGGREGATE $ ED RETENTIO S WORKERS COMPENNUTION AND EMPLOYtRW I.IAOIL" YIN ANY PROPRIETOIWARTNERIEXEOUTNE OFFICERIMEMBEREKCLUDEG? (MandatoryinN14) 1f S'efi, desaba texfei DESCRIPTION aF t)p MTION5 bw. NIA PER a E.L. EACH ACCIDENT $ E.I.. DISEASE EA EMPLOYEE $ E.L. DISEASE. PODGY LIIrr S DESGRIF*I70NrJFOPEitAYN7iNAlLOCATWNB/4E,IIICIUB{ACt7Rbil11,AgdiOannlRwnazksSnl�edi,iu,maYbaMbahatHmorospaaeisroquirndl Evidence of Coverage W"R:4I19W-AIA:10111M).4tt $Tei,rol:I lWA-fi r�T! 0 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS025 (201401) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town of Los Altos Hills 26379 Fromont Road THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELNERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Las Altos Ri.11,ts, CA 94022 AUTHORIZED REPRESENTATIVE ,/ f,I,�.f Jl:+ Gina Stanley/LAURA �'" --"' 0 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS025 (201401) To: CONTRACTOR From: Town of Los Altos Hills Re: Agreement Transmittal Memo Enclosed, please find the following documents: AGREEMENT — If you require a fully executed, signed original of the Agreement for your records, please photocopy the Agreement prior to signing the enclosed document» return bath originals with your signature to the Town and a fully executed Agreement will be returned. IRS FORAY W-9 -- Request for Taxpayer Identification Plumber (TIN) and Certification. This form is required for all vendors of the Town and it is important that you provide the Town with the correct TIN. if your company Is a: Sole. Proprietorship - The taxpayer identification number must be the social security number of the sole proprietor. r Partnerships ar Corporations — The taxpayer identification number must be the employer identification number Issued to the partnership or corporation. Once all documents have been completed, }Tease return the signed Agreement(s) and IRS Form W-9 to the following address: Town of Los Altos Hills Contracts 26379 Fremont Road Los Altos Hills, CA 94022 U r ACC7Ui7� 1J �wR I IF — �IM6?ILI11 1—IIr UI3,J'� V' DA7E.(MMIDDIYYYY) - 1a/1e/zoz4 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($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the poilcy(les) must have ADDITIONAL INSURED provisions or be endorsed. ft If $UE31t(3OATION 15 WAIVED, subject to the terms and conditions of the pol(oy, certain policies may require an endamemant. A statement on this certificate does trot confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT e: Diana Wilson M Moore & Miller Insurance P.O. Box 757 PHDN@ , (539) 462-6900 P Na 1 1831) 530.-7147 E L diana@rnooremiller.com ADDRESSt INSURER 31AFF"NU COVERAGE NATO0 Capitols CA 95010 Wg RERA: Stele Compensation Ins, Fund 36476 INSURED INSURER B Tree Solutions, Inc. INSURER c .' P.O. Box Be 158 INSURER D : WSt� E c Scotts Valley CA 95067 WSUPJMF. COVERAGES CERTIFICATE NUMBER, CL24101812554 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER. DOCUMENT WITH RESPECT TO WHICH THI$ 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. TR TYPE OF INSURANCE Ns wVD PQUCYNUMr3ER MbV MMI LIMITS COMMERCIAL GENERALiUieMY CLAIMS -MADE D OCCUR EACH OCCURRENCE $ PREMISES & o=rfenee - $ MED EXP (Any one pmon)5 PERS(N IAt. G ADV INJURY S GEN1 AGGREGATE LIMITAPPLIES PER: PoLr-Y E1J1E,:1CT [I LOC OTHER: GENCRALAGOREGATE $ PRODA]CT9-COMPtOPAGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED 90HEDULED AUTOS ONLY AUTOS HIRED NON -OWNED ONLY AUTOS ONLY COMBINED SINGLE LIMIT $ anti BODILY INJURY (Per peraw) S cldBODILY INJURY (Per acenq $ PROPERTYDAMAGE SAUTOS Pofaeddan UMBRELLALIA6 EXCESS LIAR HOCCUR CLAIMS -MADE 1S EACH OCCURRENCE S AGGREGATE $ DED RETENTIONS A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y 1 N ANY PROPRICTORIPARTNERIExECUTNE, OFFICERmAEMSER EXCLUDED? [ (MandatoryinNH) H yea, describe under DESCRIPTION OF OPERATIONS below NIA 9035984-23 1211112028 12/1112024 PERO - STATUTE ER E L. EACHACCIDENT $ 1.000,000 E.L,DI8VA5E-EA EMPLOYEE S 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOOATIONE I VEHICLES (ACORD 101, Ad"nsl Ramwks Sdmduk, mpy be ett*ahed U more space is required) Evldeno of insurance SHOULD ANY OIF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THERECR NOTICE. WILL 13E DEUVERED IN Town of Los Altos HIS ACCORDANCEVATH THE POLICY PROVISIONS. 25379 Fremont RWd AIlTHORMP REPRESENTATIVE Los Altos Hills CA 94022 0 1NS-2015 ACORD CORPORATION. All riahts reser ACORD 26 (2016/03) The ACORD name and logo ata registered marks of ACORD