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HomeMy WebLinkAboutHort Science Bartlett ConsultingAGREEMENT THIS AGREEMENT is made and entered into on the 23 day of May, 2023 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Hort Science Bartlett Consulting (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 tree risk assessment for Los Altos Hills roads and parks. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: EXHIBIT A — Bid proposal from CONTRACTOR dated May 19, 2023 3. TERMS. The services and/or materials furnished under this Agreement shall commence May 24, 2023 and shall be completed by August 31, 2023, 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 twenty one thousand fifty dollars and zero cents ($21,050.00) 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 4/213/22 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. 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 Page 2 of 5 Short form Updated 4/26/22 Town of Los Altos Hills 26379 Fremont Road 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. 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 Town of Los Altos Hills Page 3 of 5 Short form Updated 4/26/22 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. i. 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: Melissa Elian Assistant Engineer Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Short form Updated 4/26/22 CONTRACTOR: HortSciencelBartlett Consulting By: "`moi'°"°" 06/7/2023 Signature Date Matthew Farin, Executive Vice President Print name, Title TOWN OF LOS ALT S HILLS: 2LBy: "TZ Peter Pirnejad, y Manager Date Page 4 of 5 HCrRT SCIENCE Proposal to Provide Consulting Services 17 BAR7LE77 CONSULTING DATE: May 19, 2023 Div imrs or fire rA floiW-L" Tree expert Corn parry PREPARED FOR: Town of Los Altos Hills 2639 Fremont Road Los Altos Hills, CA 94022 SUBJECT: Tree Risk Assessment Los Altos Hills Roads and Parks Notice of the Need for Tree Management HortScience I Bartlett Consulting are Divisions of the F.A. Bartlett Tree Expert Company (Bartlett Tree Experts) and prepared this proposal at the owner/client's direction to assist with making tree/shrub management decisions. In addition to the recommended scope of work below, we advise the owner/client to have a qualified arborist inspect the property periodically to assist in identifying potential risks or hazardous conditions related to the trees/shrubs on the property. Doing so will allow the owner/client to make informed decisions about the tree/shrub conditions and the prioritization of future work. ICF in conjunction with Caltrain requested that HortScience I Bartlett Consulting provide a proposal to assess tree health and risk along roads and within specified parks throughout the City of Los Altos Hills. HortScience I Bartlett Consulting will conduct a Level 1 assessment of the subject trees, drive-by in a car for streets and by foot for parks, with follow-up Level 2 assessments where warranted to evaluate the potential risk posed by obviously dead trees and/or tree parts assessed. The tree risk assessment will assist Caltrain with the management of their tree resources. Scope of Work 1. Perform a tree inventory in the specified areas. Only trees identified in the Level 1 assessment for more in-depth assessment will be physically tagged or the tagged and evaluated. The specified locations are as follows: a. Town Hall b. Edith Park c. Purissima Park d. O'keefe Park e. Juan Prado Preserve (trails only) f. Byrne Preserve (trails only) g. Street trees, including median trees and trees within 8 feet of the road edge, along neighborhood, connector, and arterial roads. 2. Perform a walk -by or drive-by, as described above, Level 1 limited visual assessment of the trees from the road or trail to identify observable tree parts with a probable or imminent likelihood of failure and a moderate or high likelihood of impacting the right- of-way or trail. HortScience I Bartlett Consulting • Divisions of The F.A. Bartlett Tree Expert Company 2550 Ninth Street Suite 112, Berkeley, CA, 94710, 925.484.0211 • www.hortscience.com Proposal, Los Altos Hills May 19, 2023 Page 2 3. Perform a ground-based Level 2 basic assessment* of tree risk on trees identified in the Level 1 limited visual assessment to have observable tree parts with a probable or imminent likelihood of failure and a moderate or high likelihood of impacting the right-of-way or trail if the tree or tree part failed. Dead trees will also be included in the Level 2 assessment. During the Level 2 basic assessment for the identified trees, the consequences of a failure and impact will be evaluated to determine the risk associated with a certain tree part. The Level 2 assessment will include: a. tree description including location, species, condition, and size (trunk diameter and crown spread). Trunk diameter shall be measured at 54 inches above grade. b. conditions of concern/defects detected (e.g. dead tree, broken branch) c. specific risk target considered (e.g. trail, road, sidewalk) d. likelihood of failure, likelihood of impact, consequences of failure, and tree part risk e. risk mitigation options (as appropriate) such as but not limited to: pruning, removal, or structural support installation f. priority level of mitigation g. recommendations for Level 3 advanced assessment (if warranted) h. estimated residual risk after completion of the recommended mitigation i. definitions of unique terms used in tree risk assessment j. recommended inspection interval * as defined in the International Society of Arboriculture (ISA) Best Management Practices for Tree Risk Assessment and ANSI A300 Tree Risk Assessment Standard Deliverables: 1. Provide a spreadsheet containing data that will present the results of the inspection and assessment. One spreadsheet will be provided for each assessment area identified in lines 1a —1g above. Fees The fee for the scope of services described above is broken down into separate line - items below, divided into different areas identified by the client: 1. Town Hall a. $2,100 2. Edith Park a. $1,800 3. Purissima Park a. $2,300 4. O'keefe Park (trails only) a. $1,700 5. Juan Prado Preserve (trails only) a. $1,800 6. Byrne Preserve (trails only) a. $2,650 7. Street trees, including median trees and trees within 8 feet of the road edge, along neighborhood, connector, and arterial roads (104.1 miles in total, roadway inspections will be limited to those identified in Tree Survey Map 2022, Los Altos Hills, not dated) a. $8,700 HortScience I Bartlett Consulting will invoice the owner/client upon submission of each deliverable. Payment is due upon receipt of the invoice. HortScience I Bartlett Consulting • Divisions of The F.A. Bartlett Tree Expert Company 2550 Ninth Street Suite 112, Berkeley, CA, 94710, 925.484.0211 • www.hortscience.com Proposal, Los Altos Hills May 19, 2023 Page 3 Tree Risk Assessment Methodology HortScience I Bartlett Consulting applies the methodology defined by the International Society of Arboriculture in its Best Management Practices for Tree Risk Assessment to identify tree risk ratings. To begin the tree risk assessment process, the arborist will review the owner/client's goals and objectives, request information about the activity around the tree or trees being assessed for risk, and make a series of observations. The arborist will assess the condition of the tree or tree part(s), and through consultation with the client, identify any potential persons, property, or activities that could be impacted if the tree or tree part(s) failed. Throughout the process, the arborist will assign a series of ratings to specific categories, including; the likelihood of the tree or tree part failing within a three year period, the likelihood of the failed part impacting a person, property, or activities, and the potential consequences that such an impact may have. This information helps determine a tree or tree part's risk rating as described in arboricultural industry standards. One important factor that the arborist must consider is the potential injury to a person from a tree failure. To determine an appropriate level of tree or tree part risk, the arborist will consider one of the highest "occupancy rate" categories for any persons who are deemed to be potential targets of a tree or tree part failure of the tree being assessed, unless the owner/client states otherwise. Also, the highest "consequence" category is typically assigned whenever a person(s) may be injured from a tree failure. Doing so will potentially result in a higher risk rating of the assessed tree; however, we believe this to be a more prudent method to use when considering the possible injury the impact of a failed tree or tree part can cause to a person. If, during the field assessments, the arborist believes that a more involved assessment, such as a Level 3 advanced assessment is required, or if the owner/client requests additional assessments, a separate proposal for such additional work will be provided with a cost estimate and must be authorized by the owner/client in writing prior to such services being performed. Once the field portion of the tree risk assessment is completed, the arborist will prepare a written report for the owner/client, which will provide information to help the owner/client make decisions regarding the management of the tree(s) being assessed. Conditions of Proposal This offer is valid for 45 days. Unless accepted, our offer will be considered withdrawn after 45 days. Before entering into this agreement, the owner/client must inform Bartlett Tree Experts of any additional requirements that may affect the work or proposal pricing (such as the owner/client's contractual terms, the owner/client's insurance requirements, or the owner/client's timing requirements of the work). Bartlett Tree Experts reserves the right to terminate the contract, without penalty, and submit a revised proposal and pricing if the owner/client presents additional requirements after they have accepted the original proposal. Prior to conducting the Level 2 basic assessment, the owner/client must recognize that evaluating the potential for tree risk and failure is not an exact science. While many factors will be considered during such an assessment including the extent of any defects, the species of tree, the tree characteristics, and environmental conditions, the owner/client must understand that all trees inherently pose a certain degree of hazard and risk from breakage, failure or other causes and conditions. The purpose of this assessment is to help the owner/client understand which tree or trees appear to possess HortScience I Bartlett Consulting . Divisions of The F.A. Bartlett Tree Expert Company 2550 Ninth Street Suite 112, Berkeley, CA, 94710, 925.484.0211 • www.hortscience.com Proposal, Los Altos Hills May 19, 2023 Page 4 a higher degree of likelihood or potential for failure based on accepted industry practices; it is not meant to declare any tree to be "safe" or unlikely to be hazardous. As such, the owner/client should not infer that any tree not identified as having an imminent or probable likelihood of failure or not identified with a low, moderate, high, or extreme overall risk rating is "safe" or will not fail in any manner. All recommendations made by Bartlett Tree Experts will be based on the defects which are present and detectable at the time of the assessment, and the commonly accepted industry practices for reducing or minimizing the risks associated with the trees. Tree conditions, though, can change, and some hazards may not be present or detectable through the inspection process. As such, Bartlett Tree Experts can make no guarantees or warranties of any kind that all hazards will be detected, nor can Bartlett Tree Experts accept any liability in any manner whatsoever for any damage caused by any tree on this property, whether the tree was assessed or not, or whether any recommendations to mitigate risk were followed or not. In addition, to the fullest extent permitted by law, the owner/client agrees to indemnify and hold harmless Bartlett Tree Experts from any third party lawsuits or claims based on the past, present, or future conditions of the owner/client's trees, or decisions made by the owner/client regarding the trees, or injuries or damages caused by any future tree or tree part failures, which are under the ownership and control of the owner/client, that Bartlett Tree Experts may suffer as the result of any negligent action, inaction, or decisions made by the owner/client regarding the trees. Risk assessment information is to be considered valid as of the time and date of inspection. Tree risk assessment definitions are provided with this proposal to assist the owner/client with understanding specific industry vocabulary. Notice of Right to Cancel You, the owner/client, may cancel this transaction, without penalty or obligation, at any time prior to midnight of the third business day after the date of the acceptance of this proposal. To cancel your acceptance of this proposal within this time, you may notify HortScience I Bartlett Consulting, in writing of your intent to do so, referencing the work location and project. Notice of the Need for Future Tree Inspection It shall be the responsibility of the owner/client to ensure that a qualified arborist inspects all trees annually, or after any major weather event, to monitor the risk associated with the trees on the aforementioned property. Additional Terms After reviewing the additional information and terms and conditions provided with this proposal, which become part of this agreement, please sign and return a copy. In the event that the owner/client should issue additional work authorization terms, if agreed upon, such terms will be incorporated into this agreement. In the event that such terms conflict with this agreement, then the terms of this agreement shall govern over any conflicting language. Should you have any questions or need further information, please contact me at 925-484-0211. HortScience I Bartlett Consulting a Divisions of The F.A. Bartlett Tree Expert Company 2550 Ninth Street Suite 112, Berkeley, CA, 94710, 925.484.0211 9 www.hortscience.com Proposal, Los Altos Hills May 19, 2023 Page 5 Offer HortScience I Bartlett Consulting will perform the above -referenced service in a safe, professional manner, in accordance with all laws, rules, regulations, and industry standards governing tree care. HortScience I Bartlett Consulting Representative Signature: Date: May 19, 2023 Printed Name: Ryan Suttle CSLB # 678496 Authorization to Proceed I hereby authorize HortScience I Bartlett Consulting to perform the above services. Unless otherwise agreed upon in writing by HortScience I Bartlett Consulting, I agree to make a total payment of the estimated costs and all authorized additional costs upon completion of the work. Owner/Client's Signature: Date: Printed Name: HortScience I Bartlett Consulting • Divisions of The F.A. Bartlett Tree Expert Company 2550 Ninth Street Suite 112, Berkeley, CA, 94710, 925.484.0211 s www.hortscience.com Tree Risk Assessment Tree Risk Assessment Vocabulary Page 1 Tree risk assessment has a unique set of terminology with specific meanings. A complete list of tree risk vocabulary and procedures may be found in the International Society of Arboriculture's (ISA) Best Management Practice (BMP) for Tree Risk Assessment or the American National Standards Institute (ANSI) A300 Tree Risk Assessment Standard. The following information is provided to assist the owner/client with understanding some of the common industry phrases or language, and some of the procedures and methodologies associated with the industry language used in the proposal and/or report. Inspection interval is the recommended amount of time between inspections or assessments. Occupancy rates categorize the estimated time a target is physicall irate is classified as rare; occasional, frequent, orcons tant: 1. Overall risk rating is the highest individual risk identified for the tree. Risk is the likelihood of an event and its consequences. Risk rating for a tree or tree part is the ,combination of the likelihood of failure, the likelihood of impact, and the consequences. Time frame is the period the assessor uses in which to estimate the likelihood of failure in all categories except the "imminent" category. The use of a time frame is meant solely to help the assessor better determine the portions of the risk analysis which are time dependent. The owner/client should never consider the time frame a "guarantee period" for the risk assessment or that the tree will not fail or is safe within the stated time frame. Targets are people, property, or activities that could beinjured, damaged or disrupted by a tree or tree part failure. Target occupancy rates are typically identified based on information obtained from the owner/client prior to conducting the assessment, as well as information gained during the limited time the assessor evaluates the tree and site. Targets, target zones, and occupancy rates may be adjusted based on observations during the assessment. Target zones are the areas where a tree or tree part is likely to land if it were to fail. The target zone(s) is determined in the field at the time of the assessment. Trees can generally be defined as a woody perennial plant with a single trunk, defined crown, and will reach a minimum height of 15 feet at maturity. Tree parts include branches, fruit, and trunks. Tree risk is the likelihood of a tree failure impacting a target and the severity of the consequences. The F.A. Bartlett Tree Expert Company 1290 East Main Street, Stamford, CT 06902. 203.323.1131 • www.bartlett.com Tree Risk Assessment Vocabulary March 2022 Version Page 2 Tree risk assessment is the systematic process used to identify, analyze, and evaluate tree risk. Tree risk assessments are conducted to assist the tree owner or client in better understanding the risk their trees pose so they can make management decisions to reduce or minimize those risks. Tree risk assessments focus on evaluating the structural integrity of the tree crown, branches, trunks, and roots and* root collar.' Tree risk assessors are trained arborists or qualified professionals with experience in performing tree risk assessments. Constant indicates a target is present in the target zone at nearly all times, 24 hours a day, seven days a week. Frequent indicates a targods--s-n9pret in thetarget zone for a large portion of the day orwee k. Occasional indicates a target is present in the target zone infrequently or irregularly. R� Imminent indicates that failure has started or is most likely to occur in the near future, even if there is no significant wind or increased load. Probable indicates that failure may be expected under normalweather conditions within the specified time- frame. Possible indicates that failure could occur, but is unlikely under normal weather conditions within the specified time frame. Improbable indicates that failure is not likely during ,normal weather conditions,and it may not fail in extreme weather conditions within the specified timeframe. High indicates that a failed tree or tree part will most likely impact a target. Medium indicates the failed tree or tree part could impact the target but is not expected to do so. Low indicates that the failed tree or tree part is not likely to impact a target. Very low indicates that the likelihood of a failed tree or tree part impacting the specified target is remote. The F.A. Bartlett Tree Expert Company 1290 East Main Street, Stamford, CT 06902 a 203.323.1131 a www.bartlett.com Tree Risk Assessment Vocabulary March 2022 Version Page 3 Very likely to impact a target is reached by an imminent likelihood of failure and high likelihood of impact. Likely to impact a target can be reached by an imminent likelihood of failure and medium likelihood of impact; or probablelikelihood of failure and high likelihood of impact. Somewhat likely to impact a target can be reached by one of the following combinations; an imminent likelihood of failure and low likelihood of impact; probable likelihood of failure and medium likelihood of impact; or possible likelihood of failure and high likelihood of impact. Severe consequences could involve serious personal injury or death, high-value property damage, or major disruption to important activities. Minor consequences are those that are believed will only cause minor personal injury, low -to -moderate - value property damage, or small disruption of activities. Extreme risk applies in situations in which failure is imminent, there is a high likelihood of impacting the target, and the consequences of the failure are severe. High risk situations`are those for which consequences are significant and likelihood is very likely or likely; or consequences are severe and likelihood is likely. Moderate risk situations are those for which consequences are minor and likelihood is very likely or likely; or likelihood is somewhat likely and consequences are significant or severe. Low risk situations are those for which consequences are negligible and likelihood is unlikely; or consequences are minor and likelihood is somewhat likely. Explanation of Tree Risk Levels The three levels of tree risk assessment defined in the ANSI A300 Tree Risk Assessment Standard are: Level 1: Limited Visual Assessment This level of assessment provides a visual assessment from a defined perspective (e.g., from the sidewalk, street, or aerial view) of an individual The F.A. Bartlett Tree Expert Company 1290 East Main Street, Stamford, CT 06902. 203.323.1131 • www.bartlett.com Tree Risk Assessment Vocabulary March 2022 Version tree or population of trees to assess risk to specified targets from obvious defects or specified conditions. Page 4 Level 1 assessments are typically performed to quickly assess large populations of trees or conduct a rapid assessment of an individual tree. The assessor views only one side of the tree while walking on a sidewalk, being unable to access a neighboring property, looking from a slow-moving car, or from above with a drone, helicopter, or airplane. A Level 1 assessment requires the client to identify the location and/or selection criteria of trees to be assessed. The assessor may: 1. Determine the most efficient route and document the route taken. 2. Assess the tree(s) within the area from the defined perspective (e.g., walk -by or drive-by). 3. Record the location of trees that meet the defined criteria (e.g., significant defects or other conditions of concern). 4. Evaluate the risk (risk rating is optional). 5. Identify trees requiring a higher level of assessment (Level 2 or Level 3) and/or prompt action. 6. Submit risk mitigation recommendations and/or a report. Limitations: Level 1 assessments are the least thorough means of assessment. They are typically from one perspective, such as a walk -by, a drive-by, or aerial view. This level of assessment is most commonly used to prioritize higher -risk trees within larger groups of trees when there are budgetary, time, or other management constraints. Some defects or conditions will not be visible to the inspector, nor will all conditions visible at all times of the year; therefore, not all higher -risk trees will be accurately identified. In addition, the assessment may not provide enough information to assign a risk rating, make a risk mitigation recommendation, or determine residual risk. II. Level 2: Basic Assessment A Level 2 assessment is a detailed visual inspection of a tree and its surrounding site and a synthesis of the information collected. It requires a 3600 ground-based inspection around a tree, including the site conditions, visible buttress roots, trunk, branches, and crown. The Level 2 assessment may include using tools such as binoculars, mallet, or probe at the discretion of the assessor or at the request of the owner/client. At this level, the assessor may: 1. Locate and identify the tree or trees to be assessed. 2. Determine the targets and target zone for the tree or tree part(s) of concern. 3. Review the site history and conditions, and species failure profile. 4. Assess potential load on the tree and its parts. 5. Assess general tree health. 6. Inspect the tree visually which may include the use of common tools such as binoculars, mallet, probes, and/or shovels, as specified in the Scope of Work. The F.A. Bartlett Tree Expert Company 1290 East Main Street, Stamford, CT 06902. 203.323.1131 • www.bartlett.com Tree Risk Assessment Vocabulary March 2022 Version Page 5 7. Record observations of site conditions, defects, indicators of internal defects, and response growth. 8. If necessary, recommend a Level 3 advanced assessment. 9. Analyze data to determine the likelihood of failure, likelihood of impact, and consequences of failure to evaluate the degree of risk. 10. Develop mitigation options and estimate residual risk for each option. 11. Recommend a re -inspection interval. 12. Prepare and submit a report. Limitations: Level 2 assessments only include conditions and defects that can be detected from a ground-based visual inspection on the day of the assessment. Below -ground, internal, or upper -crown conditions, decay, and defects may not be detected. III. Level 3: Advanced Assessment A Level 3 assessment is performed to provide detailed information about specific tree parts, defects, targets, or site conditions. These are usually conducted in conjunction with or after a Level 2 assessment with owner/client approval. Specialized equipment, data collection and analysis, and/or expertise are usually required for Level 3 assessments. At this level, the assessor may: 1. Locate and identify the tree or trees to be assessed. 2. Determine the targets and target zone for the tree or tree part(s) of concern. 3. Review the site history and conditions, and species failure profile. 4. Assess potential load on the tree and its parts. 5. Assess general tree health. 6. Inspect the tree and/or site using advanced techniques as specified in the Scope of Work. 7. Record results from advanced techniques. 8. Analyze data to determine the likelihood of failure, likelihood of impact, and consequences of failure to evaluate the degree of risk. 9. Develop mitigation options and estimate residual risk for each option. 10. Recommend a re -inspection interval. 11. Recommend other advanced assessments, if necessary. 12. Prepare and submit a report. *Items 1-5 may be included in the associated Level 2 assessment. Procedures and Methodologies Often Used For Level 3 Assessments Level 3 procedures and methodologies, which are referred to as technologies, may include: • visual inspection from within the Aerial inspection and evaluation of structural defects in tree crown or from a lift upper stems and branches • unmanned aerial vehicle (UAV) photographic inspection • decay testing of branches • property value of anything Detailed target analysis potentially impacted by tree failure • use and occupancy statistics The F.A. Bartlett Tree Expert Company 1290 East Main Street, Stamford, CT 06902 . 203.323.1131 a www.bartlett.com Tree Risk Assessment Vocabulary Page 6 March 2022 Version • potential disruption of activities" such as road blockage or an electrical outage • history evaluation • soil profile inspection to determine Detailed site evaluation root depth • soil mineral and structural testing •' increment boring` • drilling with small -diameter bit • resistance -recording dnlhng • Decay and wood analysis single path sonic (stress) wave; .;' sonic tomography . •'. electrical impedance tomograpf •` radiation (rada( X-ray) • advanced analysis for,pathoger identification • tree ring analysis (in temperate zone trees) Health evaluation . shoot length measurement • detailed health/vigor analysis • starch assessment • detailed assessment of tree exposure and protection • computer-based estimations Storm/wind load analysis according to engineering models • wind reaction monitoring over a defined interval Measuring and assessing the change in trunk lean visual documentation • digital level • hand pull Load testing measured static pull • measured tree dynamics Limitations: Level 3 assessments that include specialized technologies may have uncertainty and require qualified estimations. Exact measures may not be feasible. Conclusion Regardless of the level of assessment conducted, every assessment is limited to the trees identified in the scope of work, conditions detectable at the time of the assessment, the level of communication with the owner/client, and other conditions that affect the assessor's ability to collect information. Not all defects and conditions are detectable, and not all tree failures can be predictable. Trees are living organisms, and as such, every tree's structural conditions change over time. The F.A. Bartlett Tree Expert Company 1290 East Main Street, Stamford, CT 06902. 203.323.1131 • www.bartlett.com Terms for Commercial Consulting Services Page 1 March 2022 Version Terms for Commercial Consulting Services The F.A. Bartlett Tree Expert Company ("Bartlett Tree Experts") provides tree -care and related consulting services to commercial and government clients. The agreed upon "Work" has been expressed in a separate Client Agreement between Bartlett Tree Experts and the Client, and is identified within the portion of the Client Agreement communicating the Scope of the Work, the Goals, the Specifications, the Schedule of the Work, and the Payment Terms. These terms combine with the approved Client Agreement and form the complete agreement between the parties. Article 1 TREE RISK 1.1 Tree Risk (a) The Client acknowledges that having trees on one's property involves risk, including the risk that a tree or tree limb might fall. As part of the Work, Bartlett Tree Experts may recognize the risk posed by failure of trees within the Scope of Work and recommend to the Client ways to reduce that risk, but the Client acknowledges that Bartlett Tree Experts cannot detect all defects and other conditions that present the risk of tree failure and cannot predict how all trees will respond to future events and circumstances. Trees can fail unpredictably, even if no defects or other conditions are apparent. Bartlett Tree Experts will not be responsible for damages caused by subsequent failure of a tree, or tree part, within or around the Scope of Work due to defects or other preexisting structural or health conditions. (b) Unless the Work includes having Bartlett Tree Experts perform a tree risk assessment for designated trees, the Client acknowledges that in performing the Work Bartlett Tree Experts is not required to inspect and report to the Client on risks to, and risks posed by, trees on or near the Client's property. (c) The Client also acknowledges that because trees are living organisms that change over time, the best protection against the risk associated with having trees on the Client's property is for the Client to arrange to have them inspected by a qualified arborist annually and after each major weather event to identify any defects or other conditions that present the risk of tree failure. Then, once inspected, the Client should review any possible defects or conditions that present the risk of failure and request recommendations for, and implement, remedial actions to mitigate the risks. Article 2 THE WORK 2.1 Ownership The Client states that all trees and other vegetation within the Scope of Work are owned by the Client or that the Owner has authorized the Client to include them within the Scope of Work. 2.2 Specified Trees or Work The specific trees, shrubs, plant materials or work described in the Scope of Work or in the Agreement will be the only trees, shrubs, plant materials, or work included in the scope of the consultative services or Work performed by Bartlett for the Client. 2.3 Insurance (a) Bartlett Tree Experts states that it is insured for liability resulting from injury to persons or damage to property while performing the Work and that its employees are covered under workers' compensation laws. (b) The scope of ongoing operations of the Work shall be defined as beginning when the performance on the site begins and ending when the performance on the site concludes. 2.4 Compliance Bartlett Tree Experts shall perform the Work competently and in compliance with the law and industry standards, including the American National Standards Institute's A-300 Standards for tree care. The F.A. Bartlett Tree Expert Company 1290 East Main Street, Stamford, CT 06902. 203.323.1131 • www.bartlett.com Terms for Commercial Consulting Services Page 2 March 2022 Version 2.5 Access Over Roads, Driveways, and Walkways The Client shall arrange for Bartlett Tree Experts' representatives, vehicles, and equipment to have access during working hours to areas where the Work is to be performed. The Client shall keep roads, driveways, and walkways in those areas clear during working hours for the passage and parking of vehicles and equipment. Unless the Client Agreement states otherwise, Bartlett Tree Experts is not required to keep gates closed for animals or children. 2.6 Personnel Bartlett Tree Experts will determine and provide the correct Bartlett personnel for completing the Work based scope of the project, the expertise needed, and the geographic location of the work, in order to meet the goals of the Client. 2.7 Accuracy of Information Provided By the Client or By Third Parties Acting on Behalf of the Client (a) The Client acknowledges that Bartlett Tree Experts cannot be held responsible for the accuracy of or content of information provided by the Client or third parties acting on behalf of the Client, including but not limited to; the legal description of the property, issues of title and/or ownership of the property, software programs, property and property line locations and/or boundaries, or other pieces of information provided which are integral to the final outcome of the consulting Work. (b) The Client agrees to correct any errors in any such inaccurate information that it or any third party acting on its behalf, provides Bartlett Tree Experts, once the inaccuracy is known, if such information will be necessary for Bartlett Tree Experts to base its final analysis, management plans, written reports, information or recommendations on for the finalization of the Work. 2.8 Information Provided By Reliable Sources In certain circumstances, Bartlett Tree Experts may need to engage outside reliable sources to provide specialized information, cost estimates, or opinions. Bartlett Tree Experts will make every effort to engage reputable and reliable sources, and will communicate the use of these sources to the Client if such sources are used to help determine an integral part of the Work. 2.9 Tree Locations, Maps, Sketches, and Diagrams The Client acknowledges that Bartlett Tree Experts may use several means and methods to provide tree locations on maps, sketches, or drawings, and that the use of tree locations on maps, sketches, diagrams, and/or in pictures are intended to aid the Client in understanding the deliverables provided, and may not be to scale and should not be considered precise locations, engineering surveys, or architectural drawings. 2.10 Global Positioning Systems The Client acknowledges that all global positioning system (GPS) devices used to locate trees, shrubs, and plant material, have some accuracy limitations, and regardless of the methodologies or software programs used to enhance the accuracy of the locations, there will always be some level of meter or sub meter locational discrepancies within any deliverable product. 2.11 Advice, Opinions, Conclusions, and Recommendations (a) The Client Acknowledges that all advice, opinions, conclusions, and recommendations provided represent the professional objective opinion(s) of Bartlett Tree Experts; which are in no way predetermined, or biased toward any particular outcome. (b) The Client acknowledges that all advice, opinions, conclusions, and recommendations provided verbally or in written format such as email, management plans, or reports will be based on the present status of the tree(s), property(s), environmental conditions, and industry standards. Any advice, opinions, conclusions, and recommendations provided do not take into account any future changes in environmental conditions or changes to current industry standards which are unknown and unforeseen at the time the Work is performed. The F.A. Bartlett Tree Expert Company 1290 East Main Street, Stamford, CT 06902 9 203.323.1131 • www.bartiett.com Terms for Commercial Consulting Services March 2022 Version 2.12 Tree Risk Assessments and Inventories Page 3 (a) If the Client Agreement is specifically for Bartlett Tree Experts to provide a Level 1 Limited Visual, Level 2 Basic, or Level 3 Advanced assessment of tree risk for any tree or group of trees for the Client in accordance with industry standards, the Client understands that any risk ratings and recommendations for mitigating such risks will be based on the observed defects, conditions, and factors at the time of the tree risk assessment or inventory. (b) The Client acknowledges that any recommendations made to mitigate risk factors will be made in accordance with industry best practices and standards, but that the decision to implement the recommended mitigation or remove the risk factors rests solely with the Client. (c) The Client understands that all risk ratings used are intended to assist the Client with understanding the potential for tree or tree part failure, and are not meant to be used to declare any tree or tree part to be safe or free from any defect. As such, the Client should not infer that any tree not identified as having an imminent or probable likelihood of failure, or not identified with a moderate, high, or extreme risk rating, or not having a condition rating of poor or dead is "safe" or will not fail in any manner. (d) The Client understands that it is the Client's responsibility to ensure that the assessed tree or trees are continually inspected and reassessed periodically, or after any major weather event, in order to ensure that risk rating information is kept current, and to enter any changes to risk ratings or mitigation measures to the inventory or tracking system used by the Client. 2.13 Tree or Plant Value Appraisals (a) The Client acknowledges that tree appraisal is not an exact science. If the Client Agreement is for Bartlett Tree Experts to provide the Client with an appraisal estimate of cost or value, or estimated tree asset value, for specified trees or plant materials, the Client understands that those estimates will be based on a combination of visible conditions at the time of appraisal, information or pictures provided by the Client, local knowledge, information and/or cost estimates provided by local nurseries or plant wholesalers, information and/or costs provided by tree care or landscape installation and maintenance companies, industry best practices, and/or asset value software. (b) The Client understands that while any such appraisal will be based on one or several accepted industry methods of appraising plant material values, the appraised values provided may or may not be accepted as the final value by third parties, or decision makers in disputes over plant values, such as courts, arbitrators, insurers, or mediation efforts. 2.14 Local and Tree -Related Permits Unless the Client Agreement states differently, the Client is responsible for obtaining and paying for all required local or tree related permits required. If the Work stated in the Client Agreement involves Bartlett Tree Experts submitting for, or assisting the Client in submitting for, any kind of local or tree -related permit, the Client understands that Bartlett Tree Experts cannot guarantee the successful outcome. If Bartlett Tree Experts submits a local or tree permit application on behalf of the Client, the Client must provide all necessary information for Bartlett to make such a submittal, and the Client will be responsible for paying for, or reimbursing Bartlett Tree Experts for, all fees and expenses related to the application process, regardless of the outcome. 2.15 Expert Witness and Testimony The Client acknowledges that unless the Scope of Work in Client Agreement is specifically to perform Expert Witness services and testimony for the Client, then nothing in the Client Agreement will obligate Bartlett Tree Experts to perform Expert Witness services or provide expert testimony for or on behalf of the Client. 2.16 Environmental Benefits Assessments (a) The Client understands that Bartlett Tree Experts may use one or more software, or other programs, developed by other companies or government agencies, which are designed to help provide estimates on the environmental benefits of trees, shrubs, or other plant materials if the Work involves providing an environmental benefit assessment for the Client. The F.A. Bartlett Tree Expert Company 1290 East Main Street, Stamford, CT 06902 • 203.323.1131 • www.bartlett.com Terms for Commercial Consulting Services March 2022 Version Page 4 (b) The Client acknowledges that while Bartlett Tree Experts will be responsible for the correct collection and input of data into any such software or other program used to help estimate environmental benefits of trees, shrubs, and other plant materials, the determinations of the data made by any such program may vary based on the method, software, type, year, or version used at any given time. The Client understands that any such method, software, type, year, or version used is meant to provide a sound, scientific method to help the Client understand the environmental benefits of the collected data. 2.17 Tree and Property Hazards and Safety Issues The Client understands that in no way does Bartlett Tree Experts imply, nor should the Client infer that Bartlett Tree Experts assumes the responsibility for inspecting, identifying, and correcting tree or property hazards or safety issues on or near the Client's property, or conducting tree risk assessments, for which the Client Agreement does not specify, during the course of any of its ongoing consultative or other activities related to this Agreement. 2.18 Remote Sensing and Tree Canopy Assessments (a) If the Work requires Bartlett Tree Experts to evaluate aerial imagery to classify land cover classes, classify random points, or create or manipulate shapefile boundaries, the Client understands that certain factors can prohibit the accuracy of the final Work product, such as; the availability of imagery, files, and shapefiles for the property or site from reliable sources, the accuracy and quality of imagery, files, or shapefiles obtained from reliable sources or provided by the Client, the date of when the imagery, files, or shapefiles were taken or created, and the ability for a person to visually discern the difference between the pixels of aerial imagery. (b) If such factors inhibit the accuracy of the Work, Bartlett Tree Experts may choose to conduct visual assessments, or use other means, to verify or classify points or imagery into the required specifications. If such alternate methods are used, Bartlett Tree Experts will communicate the use of such methods to the Client in the final work product. If it is not possible or feasible to use alternative methods, then the Client acknowledges that the final work product may have some gaps in accuracy. 2.19 Use of Drones and Drone -Related Equipment (a) If the Work specifies the use of Drones or Drone -related equipment to help collect information, the Client acknowledges that in some cases the use of Drones and Drone - related equipment can provide detailed information, imagery, views, and pictures of a tree(s) or property(s); however, in some cases, not all aspects of a tree(s) or property(s) can be seen or accessed by a Drone. The Client understands that this technology can be limited and should not be used by the Client as the sole decision-making criteria, but rather one of many factors used by the Client in the decision-making process. (b) The Client agrees that other methods of obtaining the required information must be included in the Client Agreement, and may be required to be utilized, in addition to or separate from the use of Drones or Drone related equipment in the event that the limitations are too severe to perform the required Work. 2.20 Decay and Wood Analysis Devices (a) The Client acknowledges that all decay and wood analysis devices have limitations, and the use of any such device should be used to supplement information regarding the decay or structural deficiencies within a tree(s), and not as the sole source of information. (b) If the Work requires the use of a decay or wood analysis device, unless the Client Agreement specifies the type of device, Bartlett Tree Experts will decide the most appropriate type of decay and/or wood analysis device to use based on the conditions present and the information needed to supplement and complete the Work. (c) The Client acknowledges and understands that the presence of decay or other structural weaknesses, such as air pockets, voids, cracks, burned wood, or other structural deficiencies, will more than likely lead the inspecting arborist to the same result with respect to the determination made on the overall structural integrity of the tree in question based on results from the decay and/or wood analysis device used, so the presence of any of these items in sufficient quantities will preclude the need to verify the presence of another, and in many cases it may not even be necessary for the type of device used to The F.A. Bartlett Tree Expert Company 1290 East Main Street, Stamford, CT 06902. 203.323.1131 • www.bartlett.com Terms for Commercial Consulting Services March 2022 Version Page 5 distinguish between the specific types of structural issues for the arborist to make a determination given all other objective evidence. 2.21 Diagnostic Services Bartlett Tree Experts may offer diagnostic services as a means of attempting to isolate certain plant pest or soil problems for the Client, and determining the most logical possibility as to the cause of the condition of the trees, shrubs, or plants in question. The Client understands that in some cases government quarantines may prohibit samples from being sent to a diagnostic clinic, and in some cases, determinations on samples may be inconclusive. 2.22 Tree Preservation, Tree Protection, and Construction and Site Monitoring (a) If the Work includes Bartlett Tree Experts conducting or providing tree preservation or tree protection evaluations, tree impact evaluations, recommendations, specifications, and/or documents required by the governing agency, the Client understands that Bartlett Tree Experts will review the project, materials or plans that are provided by the Client, combined with industry best practices and current tree conditions, to arrive at the recommendations and specifications. The Client also understands that trees are living organisms and that even following all industry best practices and specifications cannot guarantee that a tree will survive construction impacts, which may include but are not limited to soil compaction, root damage, inadequate soil moisture, and decrease in tree stability. (b) If the Work includes Bartlett Tree Experts conducting or providing tree monitoring during project construction, the Client understands that Bartlett Tree Experts will review the project, materials, or plans that are provided by the Client and/or described by the Client representative at the site, and provide recommendations to the Client to assist with tree preservation or protection, but that the Client will be responsible for ensuring the implementation of such recommendations by the Client or any third parties. 2.23 Irrigation and Recycled Water Assessments If the Work requires Bartlett Tree Experts to provide irrigation or recycled water assessments as a means of aiding the Client with their tree care needs, the assessments will be provided using the best known site conditions, the best available water quality information, or the best available water quality test results provided to Bartlett Tree Experts; however, the Client acknowledges that Bartlett Tree Experts cannot provide information on water source, delivery systems, water chemistry, water quality testing methodology, or distribution systems. 2.24 Bird, Water Fowl, and Wildlife Habitat Assessments If the Work requires Bartlett Tree Experts to provide bird, water fowl, and wildlife habitat assessments or identifications as a means of aiding the Client with their tree care needs and wildlife considerations, the assessments will be based on known site conditions and available industry bird, waterfowl, and wildlife management information. 2.25 Endangered or Protected Species and Habitats (a) If the Work is for Bartlett Tree Experts to identify trees or plant materials that may be endangered or protected species, or to identify trees or plant materials that may be primary or secondary habitat for endangered or protected species, or to provide any analysis for a project that may affect any endangered species or protected species or its habitat, then Bartlett Tree Experts will base all reports and information on the existence of any known endangered or protected species and known habitats using government approved endangered or protected species or habitat information. (b) The Client acknowledges that Bartlett Tree Experts cannot be responsible for identifying unknown endangered species or habitats. 2.26 Wetland and Riparian Habitat Mapping The Client understands that if the Work involves wetland or riparian habitat mapping, such maps will require the Client to provide the tree or plant species considered to be the primary or secondary habitat for the specific species of animal in question, and such maps will be limited to the species information provided as it overlays within the known designated wetland areas. The F.A. Bartlett Tree Expert Company 1290 East Main Street, Stamford, CT 06902 s 203.323.1131 • www.bartlett.com Terms for Commercial Consulting Services March 2022 Version 2.27 Representation Services Page 6 If the Work involves a member of Bartlett Tree Experts acting as a representative for, or decision -maker for, the Client, including but not limited to activities such as reviewing, approving or declining tree -related permits, plants, designs, or selections submitted by third parties, then the Client agrees to be the final decision -maker in the event of a third party appeal of an adverse decision or recommendation made by Bartlett Tree Experts with respect to granting or denying a tree related permit, plant, design, or selection submitted by a third party. The Client also agrees to defend Bartlett Tree Experts against any claims made by third parties regarding such decisions or recommendations, and represent the decisions and recommendations of Bartlett Tree Experts, as if such decisions or recommendations were made by the Client. 2.28 Integrated Pest Management (a) If the Work includes consultation for integrated pest management services, the Client understands that the final product may involve recommendations for plant health care treatments that will be tailored to meet the Client's needs for specific trees, shrubs, turf areas, or plants. In creating these recommendations, Bartlett Tree Experts will consider the Client's objectives, priorities, budgetary concerns, plant materials, site conditions, pest and disease infestation levels and the expectations of those levels, and timing issues. (b) The Client acknowledges that such recommendations may involve one or more inspections of specific plants to help determine insect and disease concerns, the sampling of specific plant materials or soil areas, an understanding of the cultural needs of certain plants, consideration of biological control concepts and limitations (natural and/or introduced predators), recommended improvements to physical site conditions, or the use of pesticide treatments. The integrated pest management service does not combine all possible controls and concepts for every tree, shrub, turf area, or plant, but rather it considers the most reasonable option or options for control of and mitigation of insect and disease damages to the specific trees, shrubs, turf areas or plants as designated by the Client to meet the Client's goals. (c) The Client understands and acknowledges that during the course of an integrated pest management program, as inspections are taking place, and treatments or other services are being performed to certain trees or shrubs, not every tree or shrub inspected will require a specific treatment or other service, and in fact, some trees or shrubs may not require any specific treatment or other service throughout the course of a season to maintain health and vigor if the inspections show insignificant pest thresholds, and sound environmental and cultural conditions. (d) The Client also understands that tree, shrub, plant and turf inspections conducted during the integrated pest management program are for the purpose of determining plant health issues and, insect and disease thresholds; and are not conducted for the purposes of determining tree, shrub, plant, or turf safety. 2.29 Plant Species Selection If the Work involves Bartlett Tree Experts providing advice and guidance on plant species selection to aid the Client with their landscape site needs, Bartlett Tree Experts will provide the advice and guidance based on the known site conditions, the available plant species locally at the time, and the plant species characteristics. The Client will be responsible for the planting and maintenance, and ensuring the survival of such plant selections in the landscape. 2.30 Trees and Subsidence Assessments (a) If the Work involves Bartlett Tree Experts providing an assessment of relationship between certain trees or tree parts and the subsidence or movement of a building or structure, the Client understands that certain inferences and assumptions will be made given the location, visibility, soil and drainage conditions, size, species, and condition of the tree or trees, and other factors, in order to perform the Work in the least intrusive manner possible. (b) Bartlett Tree Experts recommends that the Client reviews any tree related report recommendations, prior to having the work completed, with their structural engineer or other qualified building contractor to help the client determine any potential adverse impact to the buildings or structures. The F.A. Bartlett Tree Expert Company 1290 East Main Street, Stamford, CT 06902. 203.323.1131 • www.bartlett.com Terms for Commercial Consulting Services Page 7 March 2022 Version 2.31 Investigation of Covenants, Easements, Constraints, or Restrictions The Client is responsible for investigating and identifying to Bartlett Tree Experts any covenants, easements, constraints, or other restrictions to the title or deed on the property that may adversely impact Bartlett Tree Experts' ability to perform the Work. 2.32 Cancellation If the Client cancels or reduces the Work after the Work has started, the Client shall pay Bartlett Tree Experts for all the items of the Work that have been completed and all reasonable costs Bartlett Tree Experts has incurred in preparing to perform the remainder of the Work. 2.33 Payment The Client shall pay for the Work when the Client receives Bartlett Tree Experts' invoice for the Work, unless specific payment terms have been agreed upon by the parties. If any amount remains unpaid 30 days after the date of the invoice or any period stated in the Client Agreement, whichever is longer, as a service charge the unpaid amount will accrue interest at the rate of 1.5% per month (or 18% per year) or the maximum rate permitted by law, whichever is lower. The Client shall reimburse Bartlett Tree Experts for any expenses (including attorneys' fees and court costs) it incurs in collecting amounts that the Client owes under the Client Agreement. Article 3 TREE CONDITIONS 3.1 Cables, Braces and Tree -Support Systems (a) The Client acknowledges that cables, braces or tree -support systems are intended to reduce the risk associated with tree part breakage by providing supplemental support to certain areas within trees and in some cases by limiting the movement of leaders, limbs, or entire trees, and are intended to mitigate the potential damage associated with tree part breakage; but that such supplemental support systems cannot eliminate the risk of breakage or failure to trees or tree parts entirely, and future breakage and damage is still possible. (b) The Client acknowledges that for cables, braces or tree -support systems to function optimally, the Client must arrange for them to be inspected and maintained by a qualified arborist periodically and after each major weather event. 3.2 Lightning Protection Systems (a) The Client acknowledges that lightning protection systems are intended to direct a portion of the electricity from a lightning strike down through the system into the ground, and mitigate the potential damage to the tree from a lightning strike, but that such systems cannot prevent damage to structures, nor can such systems prevent damage to trees caused by lightning entirely. (b) The Client acknowledges that for lightning protection systems to function optimally, the Client must arrange for them to be inspected and maintained by a qualified arborist periodically and after each major weather event. 3.3 Recreational Features (a) The Client acknowledges that Bartlett Tree Experts recommends stopping the use of, and removing, any tree house, ropes course, swing, or other recreational feature attached to a tree. Regardless of the health or condition of the tree, such features might be unsuited for the intended use or might place unpredictable forces on the feature or the tree, resulting in failure of the feature or the tree and injury to persons or damage to property. Bartlett Tree Experts is not responsible for the consequences of use of any such feature. (b) The Client acknowledges that if a recommendation is made to mitigate an observed and immediate safety issue on a tree with any such device or feature attached, such as the removal of a dead, dying, or broken limb that could fall and injure a person or damage property, the Client should not infer that following the recommendation and mitigating the immediate safety issue makes the tree in question safe for the use of the attached device or feature. The F.A. Bartlett Tree Expert Company 1290 East Main Street, Stamford, CT 06902. 203.323.1131 a www.bartlett.com Terms for Commercial Consulting Services March 2022 Version 3.4 Root Pruning Page 8 In the right circumstances, root pruning is a valuable and necessary service, but it might pose a risk to the health and structural integrity of trees. To limit that risk, Bartlett Tree Experts performs root pruning to industry standards, but the Client acknowledges that the health and structural integrity of trees within the Scope of Work might nevertheless be adversely affected by any root pruning performed as part of the Work. Bartlett Tree Experts shall assist the Client in understanding the risks involved before opting for root pruning, but the Client will be responsible for deciding to proceed with root pruning. 3.5 Stumps, Stump Grinding, Tree Grates The Client acknowledges that if any recommendations call for the removal of certain trees, that the remaining stumps may present tripping hazards, and that it is the Client's responsibility to remove any such tripping hazard, whether such hazard is created by the stump, the grindings if the stump is ground down, or any tree grates that exist. 3.6 Client Trees in Hazardous Condition If the Client Agreement specifies that one or more trees within the Scope of Work are in hazardous condition, have an extreme, high or moderate risk rating, or should be removed for safety reasons, the Client acknowledges that removing those trees would prevent future damage from trees or tree limbs falling. If the Client requests that one or more of those trees be pruned instead of removed, the Client acknowledges that although pruning might reduce the immediate risk of limbs falling, it does not preclude the possibility of future limb, stem, or root failure. Bartlett Tree Experts is not responsible for any such future failure. 3.7 Trees in Poor Health or a Severe State of Decline The Client acknowledges that if a tree is in poor health or in a severe state of decline, Bartlett Tree Experts cannot predict how that tree will respond to any recommended plant health care or soil care and fertilization treatment and might not be able to prevent that tree from getting worse or dying. 3.8 Trees Planted and Maintained by Other Contractors The Client acknowledges that if trees within the Scope of Work were recently planted or are being maintained by one or more other contractors or if one or more other contractors will be watering and providing services with respect to trees within the Scope of Work, how those trees respond to treatment in the course of the Work might be unpredictable, and Bartlett Tree Experts cannot be responsible for the health of such trees or plants. 3.9 Trees with Cones and Large Seed Pods The Client acknowledges that large tree cones or seedpods on some trees can become dislodged and fall without notice, creating a hazard to persons or property. If the Client has the type of tree on their property that produces large, heavy cones or seedpods, and the Client does not wish to remove the tree, Bartlett Tree Experts recommends that the Client marks off and restricts the area under and near the tree from pedestrian and vehicle traffic whenever possible, places a warning sign near the tree, remains aware of the hazardous conditions the falling cones can create, and inspects the tree annually and removes any observable cones if possible in order to mitigate the potential for damage from falling cones. 3.10 Fire Damage (a) Regardless of the species, trees exposed to fire can suffer structural damage that goes beyond whatever external damage might be visible. Fire can cause cracking and brittleness in tree structure and integrity; it can make pre-existing defects worse; it can make roots less stable; and it can weaken the overall health of the tree, making it susceptible to disease and pest infestations. The effects of fire damage are unpredictable and difficult to determine. Bartlett Tree Experts is not responsible for any injury to persons or damage to property resulting from services performed on fire -damaged trees as part of the Work. (b) The Client acknowledges that if trees and shrubs on the Client's property have been exposed to fire, the Client should have qualified arborist periodically inspect trees and shrubs on the property for fire damage. The F.A. Bartlett Tree Expert Company 1290 East Main Street, Stamford, CT 06902. 203.323.1131 • www.bartlett.com Terms for Commercial Consulting Services Page 9 March 2022 Version Article 4 DISPUTE RESOLUTION 4.1 Arbitration (a) As the exclusive means of initiating adversarial proceedings to resolve any dispute arising out of or related to the Client Agreement or Bartlett Tree Experts' performance of the Work, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules, and each party hereby consents to any such dispute being so resolved. Any arbitration commenced in accordance with this section must be conducted by one arbitrator. Judgment on any award rendered in any such arbitration may be entered in any court having jurisdiction. The parties also agree that the issue of whether any such dispute is arbitrable will be decided by an arbitrator, not a court. (b) The arbitrator must not award punitive damages in excess of compensatory damages. Each party hereby waives any right to recover any such damages in any arbitration. 4.2 Third Party Liability The Client acknowledges that the use of any management plans created, reports written, recommendations, maps, sketches, and conclusions made are for the Client's use and are not intended to benefit or cause damage to any third party. Bartlett Tree Experts accepts no responsibility for any damages or losses suffered by any third party or by the Client as a result of decisions made or actions based upon the use of reliance of the management plans created, reports written, recommendations, maps, sketches, and conclusions made by any third party. 4.3 Limitation of Liability The maximum liability of Bartlett Tree Experts for any losses incurred by the Client arising out of the Client Agreement or Bartlett Tree Experts' performance of the Work will be the amount paid by the Client for the Work, except in the case of negligence or intentional misconduct by Bartlett Tree Experts. Article 5 MISCELLANEOUS 5.1 Client Responsibilities (a) The Client is responsible for the maintenance of the Client's trees, shrubs, and turf and for all decisions as to whether or not to prune, remove, or conduct other types of tree work on each respective tree, or when to prune, remove, or conduct other tree work on any respective tree, and all decisions related to the safety of each respective tree, shrub, and turf area. (b) Nothing in this Agreement creates an ongoing duty of care for Bartlett Tree Experts to provide safety maintenance or safety inspections in and around the Client's property. It is the responsibility of the Client to ensure the safety of its trees and landscape, and to take appropriate actions to prevent any future tree or tree part breakage or failures, or otherwise remove any hazardous conditions which may be present or may develop in the future. 5.2 Severability If any portion of this Client Agreement is found to be unenforceable, then only that portion will be stricken from the Client Agreement, and the remainder of the Client Agreement will remain enforceable. 5.3 Unrelated Court Proceedings The Client acknowledges that Bartlett Tree Experts has prepared the Client Agreement solely to help the Client understand the Scope of Work and the related costs. If a court subpoenas Bartlett Tree Experts' records regarding, or requires that a Bartlett representative testify about, the Client Agreement or the Work in connection with any Proceeding to which Bartlett Tree Experts is not a party or in connection with which Bartlett Tree Experts has not agreed to provide expert testimony, the Client shall pay Bartlett Tree Experts Two Hundred Dollars ($200.00) per hour for time spent by Bartlett The F.A. Bartlett Tree Expert Company 1290 East Main Street, Stamford, CT 06902 . 203.323.1131 e www.bartlett.com Terms for Commercial Consulting Services March 2022 Version Page 10 representatives in collecting and submitting documents for those Proceedings and attending depositions or testifying as part of those Proceedings. 5.4 Use of Information The Client acknowledges that the information provided within the Client Agreement and any deliverables provided is solely for the use of the Client for the intended purpose of helping the Client understand and manage their tree care needs. All deliverables must be used as a whole, and not separated or used separately for other purposes. 5.5 Notices For a notice or other communication under the Client Agreement to be valid, it must be in writing and delivered (1) by hand, (2) by a national transportation company (with all fees prepaid), or (3) by email. If a notice or other communication addressed to a party is received after 5:00 p.m. on a business day at the location specified for that party, or on a day that is not a business day, then the notice will be deemed received at 9:00 a.m. on the next business day. 5.6 Amendment; Waiver No amendment of the Client Agreement will be effective unless it is in writing and signed by the parties. No waiver under the Client Agreement will be effective unless it is in writing and signed by the party granting the waiver. A waiver granted on one occasion will not operate as a waiver on other occasions. 5.7 Conflicting Terms If these terms conflict with the rest of the Client Agreement, the rest of the Client Agreement will prevail. If these terms conflict with any other Client documentation, terms, or purchase order agreement, then the Client Agreement and these terms will prevail. 5.8 Entire Agreement The Client Agreement with these terms constitutes the entire understanding between the parties regarding Bartlett Tree Experts' performance of the Work and supersedes all other agreements, whether written or oral, between the parties. OR !Te6-...:. CONM NCL The F.A. Bartlett Tree Expert Company 1290 East Main Street, Stamford, CT 06902 s 203.323.1131 • www.bartlett.com