14-180 Deborah Ellis, Arborist Consultant Service for Civic Center Master Plan & Parking Garage Conceptual Planning ProjectOFFICE OF THE CITY CLERK
CITY HALL
10300 TORRE AVENUE • CUPERTINO, CA 95014-3255
TELEPHONE: (408) 777-3223 • FAX: (408) 777-3366
WEBSITE: www.cupertino.org
CUPERTINO
January 14, 2015
Deborah Ellis
P.O. Box 3714
Saratoga, CA 95070-1714
RE: Agreement
Enclosed for your records is a fully executed original copy of your agreement with the
City of Cupertino. If you have any questions, please contact the Public Works Department
at (408) 777-3354.
Sincerely,
Dorothy Steenfott
Senior Office Assistant
cc: Public Works
Enclosure
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND DEBORAH
ELLIS FOR ARBORIST CONSULTANT SERVICES FOR THE CIVIC
CENTER MASTER PLAN & PARKING GARAGE CONCEPTUAL
PLANNING PROJECT Q 3 O
'' 7
THIS AGREEMENT, for reference dated December 3, 2014, is by and
between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to
as "City"), and DEBORAH ELLIS, Consulting Arborist and Horticulturist, a sole
proprietor, whose address is P.O. Box 3714, Saratoga, CA 95070-1714
(hereinafter referred to as "Consultant"), and is made with reference to the
following:
RECITALS:
A. City is a municipal corporation duly organized and validly existing
under the laws of the State of California with the power to carry on its business
as it is now being conducted under the Constitution and the statutes of the State
of California and the Cupertino Municipal Code.
B. Consultant is specially trained, experienced and competent to
perform the special services which will be required by this Agreement; and
C. Consultant possesses the skill, experience, ability, background,
certification and knowledge to provide the services described in this Agreement
on the terms and conditions described herein.
D. City and Consultant desire to enter into an agreement for arborist
consultant services for the Civic Center Master Plan & Parking Garage
Conceptual Planning Project upon the terms and conditions herein.
NOW, THEREFORE, it is mutually agreed by and between the
undersigned parties as follows:
1. TERM:
The term of this Agreement shall commence on the date of this agreement
and shall terminate on February 28, 2015, unless terminated earlier as set forth
herein.
City of Cupertino
Civic Center Master Plan & Parking Garage Conceptual Planning Project — Arborist Services
Consultant: Deborah Ellis
Agreement
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2. SERVICES TO BE PERFORMED:
Consultant shall perform each and every service set forth in Exhibit "A".
titled "Scope of Services" which is attached hereto and incorporated herein by
this reference.
3. SCHEDULE OF PERFOMRANCE:
The Services of Consultant are to be completed according to the schedule
set out in Exhibit B, titled "Schedule of Performance ", which is attached hereto
and incorporated herein by this reference.
4. COMPENSATION TO CONSULTANT:
The maximum compensation to be paid to Consultant under this
agreement shall not exceed Fifteen Thousand Dollars ($ 15,000). The rate of
payment is set out in Exhibit C, titled "Compensation", which is attached hereto
and incorporated herein.
Consultant shall furnish to City a detailed statement of the work performed for
compensation during the term of this Agreement. Consultant may submit
monthly invoices for interim progress payments during the course of each phase,
clearly stating as a minimum the total Contract amount, amount paid to date,
percent complete and amount due.
5. TIME IS OF THE ESSENCE:
Consultant and City agree that time is of the essence regarding the
performance of this Agreement.
6. STANDARD OF CARE:
Consultant agrees to perform all services hereunder in a manner
commensurate with the prevailing standards of like professionals in the San
Francisco Bay Area and agrees that all services shall be performed by qualified
and experienced personnel who are not employed by the City nor have any
contractual relationship with City.
7. INDEPENDENT PARTIES:
City and Consultant intend that the relationship between them created by
this Agreement is that of employer -independent contractor. The manner and
means of conducting the work are under the control of Consultant, except to the
extent they are limited by statute, rule or regulation and the express terms of this
City of Cupertino Agreement
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Agreement. No civil service status or other right of employment will be acquired
by virtue of Consultant's services. None of the benefits provided by City to its
employees, including but not limited to, unemployment insurance, workers'
compensation plans, vacation and sick leave are available from City to
Consultant, its employees or agents. Deductions shall not be made for any state
or federal taxes, FICA payments, PERS payments, or other purposes normally
associated with an employer-employee relationship from any fees due
Consultant. Payments of the above items, if required, are the responsibility of
Consultant.
8. IMMIGRATION REFORM AND CONTROL ACT (IBCA):
Consultant assumes any and all responsibility for verifying the identity
and employment authorization of all of his/her employees performing work
hereunder, pursuant to all applicable IRCA or other federal, or state rules and
regulations. Consultant shall indemnify and hold City harmless from and
against any loss, damage, liability, costs or expenses arising from any
noncompliance of this provision by Consultant.
9. NON-DISCRIMINATION:
Consistent with City's policy that harassment and discrimination are
unacceptable employer/employee conduct, Consultant agrees that harassment or
discrimination directed toward a job applicant, a City employee, or a citizen by
Consultant or Consultant's employee or subcontractor on the basis of race,
religious creed, color, national origin, ancestry, handicap, disability, marital
status, pregnancy, sex, age, or sexual orientation will not be tolerated.
Consultant agrees that any and all violations of this provision shall constitute a
material breach of this Agreement.
10. PROTECT COORDINATION
CITY: Director of Public Works shall be representative of City for all
purposes under this Agreement. Carmen Lynaugh, is hereby designated as the
Director of Public Works' designee and Project Manager, and shall supervise the
progress and execution of this Agreement.
CONSULTANT: Consultant shall assign a single Consultant Project
Manager to have overall responsibility for the progress and execution of this
Agreement for Consultant. Should circumstances or conditions subsequent to
the execution of the Agreement require a substitute Consultant Project Manager
for any reason, the Consultant Project Manager designee shall be subject to the
prior written acceptance and approval of the City Project Manager. The
City of Cupertino Agreement
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Consultant: Deborah Ellis
designated Consultant Project Manager shall be Deborah Ellis, Principal Project
Manger.
11. HOLD HARMLESS:
Indemnification:
Consultant shall, to the fullest extent allowed by law, with respect to all
services performed in connection with the Agreement, indemnify, defend, and
hold harmless the City and its officers, officials, agents, employees and
volunteers from and against any and all liability, claims, actions, causes of action
or demands whatsoever against any of them, including any injury to or death of
any person or damage to property or other liability of any nature, whether
physical, emotional, consequential or otherwise, arising out, pertaining to, or
related to the performance of this Agreement by Consultant or Consultant's
employees, officers, officials, agents or independent contractors. Such costs and
expenses shall include reasonable attorneys' fees of counsel of City's choice,
expert fees and all other costs and fees of litigation.
12. INSURANCE:
On or before the commencement of the term of this Agreement,
Consultant shall furnish City with certificates showing the type, amount, class of
operations covered, effective dates and dates of expiration of insurance coverage
in compliance with paragraphs 12A, B, C, D and E. Such certificates, which do
not limit Consultant's indemnification, shall also contain substantially the
following statement: "Should any of the above insurance covered by this
certificate be canceled or coverage reduced before the expiration date thereof, the
insurer affording coverage shall provide thirty (30) days' advance written notice
to the City of Cupertino by certified mail, Attention: City Manager." It is agreed
that Consultant shall maintain in force at all times during the performance of this
Agreement all appropriate coverage of insurance required by this Agreement
with an insurance company that is acceptable to City and licensed to do
insurance business in the State of California. Endorsements naming the City as
additional insured shall be submitted with the insurance certificates.
A. COVERAGE:
Consultant shall maintain the following insurance coverage:
(1) Workers' Compensation:
Statutory coverage as required by the State of California.
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(2) Liability:
Commercial general liability coverage in the following
minimum limits:
Bodily Injury: $500,000
each occurrence
$1,000,000
aggregate - all other
Property Damage: $100,000 each occurrence
$250,000 aggregate
If submitted, combined single limit policy with aggregate
limits in the amounts of $1,000,000 will be considered
equivalent to the required minimum limits shown above.
(3) Automotive:
Comprehensive automotive liability coverage in the
following minimum limits:
Bodily Injury: $500,000 each occurrence
Property Damage: $100,000 each occurrence
or
Combined Single Limit: $500,000 each occurrence
B. SUBROGATION WAIVER:
Consultant agrees that in the event of loss due to any of the perils for
which he/she has agreed to provide comprehensive general and automotive
liability insurance, Consultant shall look solely to his/her insurance for recovery.
Consultant hereby grants to City, on behalf of any insurer providing
comprehensive general and automotive liability insurance to either Consultant or
City with respect to the services of Consultant herein, a waiver of any right to
subrogation which any such insurer of said Consultant may acquire against City
by virtue of the payment of any loss under such insurance.
C. FAILURE TO SECURE:
If Consultant at any time during the term hereof should fail to secure or
maintain the foregoing insurance, City shall be permitted to obtain such
insurance in the Consultant's name or as an agent of the Consultant and shall be
compensated by the Consultant for the costs of the insurance premiums at the
maximum rate permitted by law and computed from the date written notice is
received that the premiums have not been paid.
D. ADDITIONAL INSURED:
City, its City Council, boards and commissions, officers, employees and
volunteers shall be named as an additional insured under all insurance
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coverages, except any professional liability insurance, required by this
Agreement. The naming of an additional insured shall not affect any recovery to
which such additional insured would be entitled under this policy if not named
as such additional insured. An additional insured named herein shall not be
held liable for any premium, deductible portion of any loss, or expense of any
nature on this policy or any extension thereof. Any other insurance held by an
additional insured shall not be required to contribute anything toward any loss
or expense covered by the insurance provided by this policy.
As to the automobile coverage, Consultant represents and warrants that
she has personal automotive liability coverage in the amounts represented above,
which covers her operations as a consultant under this Agreement. As to that
personal automobile policy only the City is not an additional named insured,
however, nothing in this paragraph relieves consultant of her obligation to
defend and indemnify the City under the terms of this Agreement.
E. SUFFICIENCY OF INSURANCE:
The insurance limits required by City are not represented as being
sufficient to protect Consultant. Consultant is advised to confer with
Consultant's insurance broker to determine adequate coverage for Consultant.
13. CONFLICT OF INTEREST:
Consultant warrants that it is not a conflict of interest for Consultant to
perform the services required by this Agreement. Consultant may be required to
fill out a conflict of interest form if the services provided under this Agreement
require Consultant to make certain governmental decisions or serve in a staff
capacity as defined in Title 2, Division 6, Section 18700 of the California Code of
Regulations.
14. PROHIBITION AGAINST TRANSFERS:
Consultant shall not assign, sublease, hypothecate, or transfer this
Agreement, or any interest therein, directly or indirectly, by operation of law or
otherwise, without prior written consent of City. Any attempt to do so without
said consent shall be null and void, and any assignee, sublessee, hypothecate or
transferee shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer. However, claims for money by
Consultant from City under this Agreement may be assigned to a bank, trust
company or other financial institution without prior written consent. Written
notice of such assignment shall be promptly furnished to City by Consultant.
The sale, assignment, transfer or other disposition of any of the issued and
outstanding capital stock of Consultant, or of the interest of any general partner
or joint venturer or syndicate member or cotenant, if Consultant is a partnership
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or joint venture or syndicate or cotenancy, which shall result in changing the
control of Consultant, shall be construed as an assignment of this Agreement.
Control means fifty percent (50%) or more of the voting power of the
corporation.
15. SUBCONTRACTOR APPROVAL:
Unless prior written consent from City is obtained, only those people and
subcontractors whose names are included in this Agreement shall be used in the
performance of this Agreement.
In the event that Consultant employs subcontractors, such subcontractors
shall be required to furnish proof of workers' compensation insurance and shall
also be required to carry general, automobile and professional liability insurance
in reasonable conformity to the insurance carried by Consultant. In addition,
any work or services subcontracted hereunder shall be subject to each provision
of this Agreement.
16. PERMITS AND LICENSES:
Consultant, at his/her sole expense, shall obtain and maintain during the
term of this Agreement, all appropriate permits, certificates and licenses
including, but not limited to, a City Business License, that may be required in
connection with the performance of services hereunder.
17. REPORTS:
A. Each and every report, draft, work product, map, record and other
document, hereinafter collectively referred to as "Report", reproduced, prepared
or caused to be prepared by Consultant pursuant to or in connection with this
Agreement, shall be the exclusive property of City. Consultant shall not
copyright any Report required by this Agreement and shall execute appropriate
documents to assign to City the copyright to Reports created pursuant to this
Agreement. Any Report, information and data acquired or required by this
Agreement shall become the property of City, and all publication rights are
reserved to City. Consultant may retain a copy of any report furnished to the
City pursuant to this Agreement.
B. All Reports prepared by Consultant may be used by City in
execution or implementation of:
(1) The original Project for which Consultant was hired;
(2) Completion of the original Project by others;
(3) Subsequent additions to the original project; and/or
(4) Other City projects as appropriate.
C. Consultant shall, at such time and in such form as City may
City of Cupertino Agreement
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require, furnish reports concerning the status of services required under this
Agreement.
D. All Reports required to be provided by this Agreement shall be
printed on recycled paper. All Reports shall be copied on both sides of the paper
except for one original, which shall be single sided.
E. No Report, information or other data given to or prepared or
assembled by Consultant pursuant to this Agreement shall be made available to
any individual or organization by Consultant without prior approval by City.
F. Electronic and hard copies of Consultant's work product shall
constitute the Project deliverables. Plans to be in CAD and PDF formats, and
other documents to be in Microsoft Word and PDF formats. City holds
Consultant harmless for any modifications to the documents.
18. RECORDS:
Consultant shall maintain complete and accurate records with respect to
sales, costs, expenses, receipts and other such information required by City that
relate to the performance of services under this Agreement.
Consultant shall maintain adequate records of services provided in
sufficient detail to permit an evaluation of services. All such records shall be
maintained in accordance with generally accepted accounting principles and
shall be clearly identified and readily accessible. Consultant shall provide free
access to such books and records to the representatives of City or its designees at
all proper times, and gives City the right to examine and audit same, and to
make transcripts therefrom as necessary, and to allow inspection of all work,
data, documents, proceedings and activities related to this Agreement. Such
records, together with supporting documents, shall be kept separate from other
documents and records and shall be maintained for a period of three (3) years
after receipt of final payment.
If supplemental examination or audit of the records is necessary due to
concerns raised by City's preliminary examination or audit of records, and the
City's supplemental examination or audit of the records discloses a failure to
adhere to appropriate internal financial controls, or other breach of contract or
failure to act in good faith, then Consultant shall reimburse City for all
reasonable costs and expenses associated with the supplemental examination or
audit.
19. NOTICES:
All notices, demands, requests or approvals to be given under this
Agreement shall be given in writing and conclusively shall be deemed served
when delivered personally or on the second business day after the deposit
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thereof in the United States Mail, postage prepaid, registered or certified,
addressed as hereinafter
provided.
All notices, demands, requests, or approvals from Consultant to City shall
be addressed to City at:
City of Cupertino
10300 Torre Ave.
Cupertino CA 95014
Attention: Carmen Lynaugh
Phone: 408-777-3215
E-mail: Carmen 1@cupertino.org
All notices, demands, requests, or approvals from City to Consultant shall
be addressed to Consultant at:
Deborah Ellis, MS
P.O. Box 3714
Saratoga, CA 95070
Phone no. 408-725-1357
E-mail: decah@pacbell.net
20. TERMINATION:
In the event Consultant fails or refuses to perform any of the provisions
hereof at the time and in the manner required hereunder, Consultant shall be
deemed in default in the performance of this Agreement. If such default is not
cured within the time specified after receipt by Consultant from City of written
notice of default, specifying the nature of such default and the steps necessary to
cure such default, City may terminate the Agreement forthwith by giving to the
Consultant written notice thereof.
City shall have the option, at its sole discretion and without cause, of
terminating this Agreement by giving seven (7) days' prior written notice to
Consultant as provided herein. Upon termination of this Agreement, each party
shall pay to the other party that portion of compensation specified in this
Agreement that is earned and unpaid prior to the effective date of termination.
In the event of termination, Consultant shall deliver to City, copies of all
reports, documents, and other work performed by Consultant under this
Agreement.
21. COMPLIANCES:
Consultant shall comply with all state or federal laws and all ordinances,
City of Cupertino Agreement
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rules and regulations enacted or issued by City.
22. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of
the State of California excepting any choice of law rules which may direct the
application of laws of another jurisdiction. The Agreement and obligations of the
parties are subject to all valid laws, orders, rules, and regulations of the
authorities having jurisdiction over this Agreement (or the successors of those
authorities.)
Any suits brought pursuant to this Agreement shall be filed with the
courts of the County of Santa Clara, State of California.
23. ADVERTISEMENT:
Consultant shall not post, exhibit, display or allow to be posted, exhibited,
displayed any signs, advertising, show bills, lithographs, posters or cards of any
kind pertaining to the services performed under this Agreement unless prior
written approval has been secured from City to do otherwise.
24. WAIVER:
A waiver by City of any breach of any term, covenant, or condition
contained herein shall not be deemed to be a waiver of any subsequent breach of
the same or any other term, covenant, or condition contained herein, whether of
the same or a different character.
25. INTEGRATED CONTRACT:
This Agreement represents the full and complete understanding of every
kind or nature whatsoever between the parties hereto, and all preliminary
negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions
hereof. Any modification of this Agreement will be effective only by written
execution signed by both City and Consultant.
26. GIFTS:
A. Consultant is familiar with City's prohibition against the acceptance of
any gift by a City officer or designated employee, which prohibition is found in
City Administrative Procedures.
B. Consultant agrees not to offer any City officer or designated employee any
gift prohibited by the Administrative Procedures.
City of Cupertino Agreement
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C. The offer or giving of any prohibited gift shall constitute a material breach
of this Agreement by Consultant. In addition to any other remedies, City may
have in law or equity, City may terminate this Agreement for such breach as
provided in Section 19 of this Agreement.
24. INSERTED PROVISIONS:
Each provision and clause required by law to be inserted into the
Agreement shall be deemed to be enacted herein, and the Agreement shall be
read and enforced as though each were included herein. If through mistake or
otherwise, any such provision is not inserted or is not correctly inserted, the
Agreement shall be amended to make such insertion on application by either
party.
26. CAPTIONS:
The captions in this Agreement are for convenience only, are not a part of
the Agreement and in no way affect, limit or amplify the terms or provisions of
this Agreement.
City of Cupertino
Civic Center Master Plan & Parking Garage Conceptual Planning Project - Arborist Services
Consultant: Deborah Ellis
Agreement
Page 11 of 12
P.O. No.: �20 ! s ' a9 7
IN WITNESS WHEREOF, the parties have caused the Agreement to be
executed.
CONSULTANT CITY OF CUPERTINO
Deborah Ellis, MS
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Name D'p-60c k E)){S
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Tax I.D. No.: 553--17-b?)30
P.O. Box 3714
Saratoga, CA 95070-1714
Phone no. 408-725-1357
City of Cupertino
A Municipal Corporation
B
Timm Borden, Director of Public Works
Date_ ' —/I 7 / 1 LI
APPROVED AS TO FORM:
Korade, City Attorney
ATTEST:
k
Grace Schmidt, City Clerk f—/ `i --t
Contract Amount: $15,000
Account No.: 420-9272-9300
410-10 -940 6100-905
Civic Center Master Plan & Parking Garage Conceptual Planning Project — Arborist Services
Consultant: Deborah Ellis
Agreement
Page 12 of 12
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall perform professional arborist services as detailed in the following sections
related to the Cupertino Civic Center Master Plan & Parking Garage Conceptual Planning
project.
SECTION 1. GENERAL
A. General PROJECT Description: Deborah Ellis, provide arborist services, for the
Cupertino Civic Center Master Plan & Parking Garage Conceptual Planning project.
The City is moving forward with the CEQA process on this project and requires an
arborist report on all the trees on the site.
B. General Performance Requirements:
1. The performance of all services by CONSULTANT shall be to the satisfaction of
the CITY, in accordance with the express terms hereof, including but not limited
to the terms set out in detail in this scope of services and the standard of care
provisions contained in this AGREEMENT.
2. The CITY's Department of Public Works shall manage the PROJECT and this
AGREEMENT. CONSULTANT shall receive final direction from the CITY's
Director of Public Works or his/her authorized designee (hereinafter collectively
"CITY") only. The CITY shall resolve any conflicting direction from other
groups, departments or agencies.
3. CONSULTANT shall coordinate this scope of services with the CITY as well as
with other CITY consultants and contractors, as needed or as directed by the
CITY. CONSULTANT shall schedule meeting and prepare meeting agendas and
minutes for all PROJECT meetings during the design phase under the scope of
work. All minutes of meetings are due to the CITY within five (5) working days
after the meeting. CONSULTANT shall provide copies of such documentation to
the CITY, and as directed by the CITY, to other appropriate agencies and entities.
CONSULTANT shall coordinate all responses to comments through the CITY.
4. CONSULTANT shall designate and provide to the CITY the names of their team
members for the PROJECT. The team members shall be satisfactory to the CITY.
The team members shall include Deborah Ellis as CONSULTANT's Principal -in -
charge for the duration of the PROJECT. CONSULTANT shall not substitute any
team members without the prior approval of the CITY.
5. CONSULTANT's services shall be performed as expeditiously as is consistent
with professional skill and care and the orderly process of the work. The
City of Cupertino Exhibits A, B & C
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schedule for the performance included in EXHIBIT B, may be adjusted by mutual
agreement.
6. CONSULTANT shall manage its SUBCONSULTANTS, if any, and administer
the PROJECT. CONSULTANT shall consult with the CITY, research applicable
design criteria, and communicate with members of the PROJECT team.
7. CONSULTANT shall assist the CITY, as requested by the CITY, in connection
with the CITY's responsibility for filing documents required for the approval of
governmental authorities having jurisdiction over the PROJECT.
SECTION 2. TASK
TASK 1. TREE SURVEY AND ARBORIST REPORT
CONSULTANT will utilize the tree location map provided by the City and make corrections
as necessary. The fee is based on approximately 394 existing trees within the Civic Center
area, which is bounded by Torre Avenue, Rodrigues Avenue, the fence along the creek and
Pacifica Avenue. If significantly more trees are on the site an additional service will be
negotiated for this work.
CONSULTANT will prepare a full arborist report that will contain the following items:
1. Each tree to be evaluated will receive a basic evaluation that includes a visual
evaluation of the tree from the ground, without climbing into the tree or performing
detailed tests such as extensive digging, boring or removing samples. This is an
initial screening of the tree after which the CONSULTANT may recommend that
additional, more detailed examination be performed if deemed necessary, any
additional examination will be an additional service and be negotiated with the City
prior to completing the additional evaluation.
2. Tree type — the scientific name of the tree, its Genus and species and also the regional
common name will be provided.
3. Trunk Diameter at 4.5 feet above the ground (DBH); this is the required DBH per
CITY municipal code.
4. Size - tree height x spread in feet, estimated; larger trees are sometimes measured
with a laser hypsometer.
5. Condition - Vigor & Structure - separate numeric ratings from zero (0) which is a
dead tree to 100 a perfect tree.
6. Preservation Suitability - is the tree worth keeping on the site, considering the tree
species, its condition and the current or proposed use of the site; Rating are "Good",
"Moderate", "Poor" or "None".
City of Cupertino Exhibits A, B & C
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Consultant: Deborah Ellis
7. Tree Preservation Distance — for trees on site where there will be demolition,
construction or relandscaping. Recommended calculated distance from the trunk for
root disturbance such as trenching, grading or fill placement. These distances are
based upon trunk DBH. Canopy protection distance will be taken into account as
well.
8. Action — Save, Remove, Transplant, Debatable, Further Evaluation Needed,
Uncertain, etc.; based upon current site use.
9. Notes — if needed they will be brief
10. Photo — of significant trees only
CONSULTANT will not include the "Expected Impact of Construction" for each tree at this
time, if the CITY chooses to include this work the agreement will be amended to add this
scope. At that time the CONSULTANT would be given the appropriate plans for the Civic
Center Master Plan and services would be negotiated.
ADDITIONAL SERVICES
Consultant Services beyond the work in this task may be provided by CONSULTANT as
Additional Services only if such Additional Services are authorized in writing by the CITY
in advance. An Additional services amount of TWO THOUSAND FIVE DOLLARS ($
2,500.00) is made a part of this agreement. Additional services may be paid for as a
negotiated maximum not to exceed amount or by a time and materials cost accounting with
a maximum not to exceed.
City of Cupertino Exhibits A, B & C
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall complete all work by February 28, 2015. Arborist report due to the CITY
on January 5, 2015.
The following sets forth the distribution of CONSULTANT's Schedule of Performance for each
project. The CITY may approve in writing the extension of any milestone date set in this
Exhibit.
Task #1: Tree Survey and Arborist Report Start work
within 1 week
after signing
theagreement
City of Cupertino
Exhibits A, B & C
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Consultant: Deborah Ellis
EXHIBIT C
COMPENSATION
A. Maximum Compensation.
The CITY agrees to compensate CONSULTANT for professional services performed in
accordance with the terms and conditions of this AGREEMENT. The maximum amount of
compensation to be paid to CONSULTANT under this AGREEMENT, including both payment
for professional services, additional services and reimbursable expenses, shall not exceed
FIFTEEN THOUSAND DOLLARS ($15,000). CONSULTANT agrees that it shall perform all of
the services set forth in Exhibit A of this AGREEMENT, except for additional services required
pursuant to Section 2, TASK and inclusive of reimbursable expenses, for the maximum not to
exceed amount of TWELVE THOUSAND FIVE HUNDRED DOLLARS ($12,500). The
maximum amount of Additional Services are authorized under Section G of this EXHIBIT C is
TWO THOUSAND FIVE HUNDRED DOLLARS ($ 2,500).
B. Method of Payment
For Task No. 1 CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY
monthly based upon a percentage of completion of each milestone set forth below in the
Payment Schedule (Schedule D below) for services performed, and reimbursable expenses
incurred if applicable, in completing that milestone under this AGREEMENT. (Hereinafter
"Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable
expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as
determined by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice
within thirty (30) working days of receipt of the Invoice.
The Invoice shall be based on the percentage of milestone completed, and it shall describe the
topics and tasks completed during the Invoice period in accordance with the Budget Schedule
and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable
expenses if applicable, in accordance with the Budget Schedule and Payment Schedule set forth
below. CONSULTANT also shall include supporting documents for any reimbursable
expenses. The Invoice shall also show the total to be paid for the Invoice period.
City of Cupertino Exhibits A, B & C
Page 5 of 8
Civic Center Master Plan & Parking Garage Conceptual Planning Project — Arborist Services
Consultant: Deborah Ellis
C. Budget Schedule
The Budget Schedule for this AGREEMENT shall be as follows:
Task
Task Description Compensation
Task #1: Tree Survey and Arborist Report $ 12,500
Additional Services $ 2,500
TOTAL $15,000
CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior
written authorization from the CITY. The CITY may approve in writing the transfer of budget
amounts between any of the Task listed above provided the total AGREEMENT amount does not
exceed FIFTEEN THOUSAND DOLLARS ($15,000).
City of Cupertino Exhibits A, B & C
Page 6 of 8
Civic Center Master Plan & Parking Garage Conceptual Planning Project — Arborist Services
Consultant: Deborah Ellis
D. Payment Schedule
The Payment Schedule for this AGREEMENT shall be as follows:
TASK MILESTONE PERCENT OF TASK
COMPENSATION PAID
UPON COMPLETION OF
MILESTONE
Task #1— Tree Survey and Arborist Report
Additional Services
E. Subconsultant Services.
100%
Paid Pursuant to Subsection G
below
CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this
PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule
shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services.
F. Reimbursable expenses.
Reimbursable expenses are included in CONSULTANT's lump sum compensation, including,
but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test
prints, 81/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the
responsibility of the CITY. There are no separate reimbursable expenses for Basic Services
performed under Task 1 of EXHIBIT A.
G. Additional Services.
CONSULTANT shall not perform Additional Services without prior written authorization of
the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time
and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set
aside the sum of TWO THOUSAND FIVE HUNDRED DOLLARS ($ 2,500) for the payment of
Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any
Additional Services that result in charges in excess of the above amount.
CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for
authorized Additional Services rendered during the previous month. In the event Additional
Services are authorized, CONSULTANT shall submit Invoices in accordance with the
CONSULTANT hourly rate schedule attached to this EXHIBIT C. The rates shown in the
EXHIBIT C-1 sail stay in effect during the full term of the contract. The CITY shall pay
Additional Services Invoices as provided in this EXHIBIT C.
City of Cupertino Exhibits A, B & C
Page 7 of 8
Civic Center Master Plan & Parking Garage Conceptual Planning Project — Arborist Services
Consultant: Deborah Ellis
EXHIBIT C-1
CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES
Deborah Ellis' Rates: Hourly Rates
Arborist
$185.00
City of Cupertino Exhibits A, B & C
Page 8 of 8
Civic Center Master Plan & Parking Garage Conceptual Planning Project — Arborist Services
Consultant: Deborah Ellis