HomeMy WebLinkAboutCalyx Tree and Landscape Consulting AgreementAGREEMENT
THIS AGREEMENT is made and entered into on the,?q�dqj JA1uN-2022 by and
between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and
Calyx Tree and Landscape Consulting, LLC (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:
Provide an assessment/report/map of trees that may pose a risk to the
general public along Page Mill Road between Alexis Dr. and 12345 Page
Mill Road.
2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a
part of this Agreement:
Proposal from CONTRACTOR dated May 17, 2022
3. TERMS. The services and/or materials furnished under this Agreement shall
commence June20, 2022 and shall be completed by July29, 2022, unless terminated
pursuantto Section 5(f).
4. COMPENSATION. For the full performance of this Agreement:
a. TOWN shall pay CONTRACTOR an amount not to exceed three thousand two
hundred fifty dollars ($3,250) 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 paymentsfrom 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
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Updated 3116/21
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 properly
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 u n der th is Agreemen t.
b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance
before commencing any services underthis 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. ERRORSAND 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
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Updated 3/16/21
c. NON-DISCRIMINATION. No discrimination shall be made in the employment of
persons underthis 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
underthisAgreement isan officer or employee of TOWN.
e. CHANGES. This Agreement shall not be assigned or transferred without advance
written consentoftheTOWN. No changes or variations of anykindare 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 deliverthosedocumentsto the TOWN at anytime 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 otherdocuments 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 transferto 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 3116/21
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
Agreementand 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:
Avery Lai
Assistant Engineer ��, ff,,
Town of Los Altos Hills By: !�'� 6/23/22
26379 Fremont Road Sign atu re Date
Los Altos Hills, CA 94022
Deanne Ecklund Goff, Principal Consultant
Print name, Title
TOWN OF LOS TOS HILLS:
m
By: ,
Peter Pimejad, City Manager, Date
Town of Los Altos Hills Page of 4
Short form
Updated 3/18121
ARBORICULTURAL CONSULTING AGREEMENT
Parties:
This agreement is made this 17th day of May 2022, regarding the trees located on Page Mill Rd. in Los Altos Hills,
CA.
The Town of Los Altos Hills Between Calyx Tree and Landscape Consulting, LLC
26379 Fremont Road, And (Deanne Ecklund Goff)
Los Altos Hills, CA 94022 221 Main St #83
Los Altos, CA 94023
Hereinafter called "Client" Hereinafter called "Consultant"
Project: Provide an assessment of trees with roots exposed that are leaning over Page Mill Road between Alexis
Dr. and 12345 Page Mill Rd. Evaluate the health, structural condition, and stability of trees and make
recommendations for preservation and/or mitigation to reduce risk of failure, or for removal.
Scope of Services:
• Measure, tag, and evaluate trees described above (approximately 27 trees).
• Mark approximate locations of trees on an aerial image.
• Conduct a level 2 risk assessment on trees with exposed roots.
• Prepare a report including discussion of risk associated with each tree; recommendations for removal with
priority assigned to trees with highest risk; or recommendations for preservation with mitigation
recommendations as appropriate.
Deliverables:
Arborist report with tree location map
Compensation:
Client agrees to compensate Consultant for such services as follows: Scope of service above will be billed on an
hourly basis. With a not to exceed amount of $3250.00. Payment due upon receipt of the initial report. Hourly charges
of $190.00 per hour will apply to future scope and required documentation, including review of plans not previously
Provided, required revisions beyond the control of the consultant, and any additional meetings or site visits.
Client acknowledges that it has read and agrees to the "GENERAL CONDITIONS" printed on the reverse side of this
document or page 2 of 2 of this document which are incorporated herein and made part of this agreement and apply
to all services performed by Consultant. If this document is attached to another form of agreement whose terms and
conditions conflict with this agreement the "GENERAL CONDITIONS" printed on the reverse side of this document or
page 2 of 2 of this document shall prevail.
Client:
By:
Its:
Calyx Tree and Landscape Consulting LLC
Deanne Ecklund
Its: Consulting Arborist/Owner
Date:_May 17, 2022
Calyx Tree and Landscape Consulting LLC — 221 Main St. #83 Los Altos CA 94023
650.935.5822 — decklund.arborist@gmail.com