14-063 Enviro Assessment P.C. for CEQA Study for 10645 Cordova Rd OFFICE OF THE CITY CLERK
CITY HALL
10300 TORRE AVENUE •CUPERTINO,CA 95014-3255
TELEPHONE: (408)777-3223• FAX: (408)777-3366
C O P E RT I N O W EBSITE:www.cupeitino.org
April 16, 2014
Enviro Assessment P.C.
P.O. Box 1154
Bonners Ferry, ID 83805
Re: Agreement for consultant services for CEQA study for 10645 Cordova Road
A fully executed copy of the agreement for consultant services with the City of
Cupertino is enclosed. If you have any questions or need additional information, please
contact the Community Development Department at (408) 777-3308.
Sincerely,
Andrea Sanders
Senior Office Assistant
City Clerk's Office
Enclosure
cc: Community Development
�041 51q ��
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND ENVIRO
ASSESSMENT, P.C. FOR CONSULTANT SERVICES FOR CEQA STUDY
FOR 10645 CORDOVA ROAD
Ao
THIS AGREEMENT, for reference dated March 281h, 2014, is by and
between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to
as "City"), and Enviro Assessment P.C., whose address is P.O. Box 1154, Bonners
Ferry, Idaho 83805 (hereinafter referred to as "Consultant"), and is made with
reference to the following: .
RECITALS:
A. City is a municipal corpora'.tion 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 tl:te services described in this Agreement
on the terms and conditions described herein.
D. City and Consultant desire to enter into an agreement for
consulting services for the CEOA study for 10645 Cordova Road 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 March 28th, 2014, and shall
terminate on December 31St, 2014, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED:
Consultant shall perform each and every service set forth in Exhibit "A"
which is attached hereto and incorporated herein by this reference.
3. COMPENSATION TO CONSULTANT:
Consultant shall be compensated for services performed pursuant to this
Agreement in the amount set forth in Exhibit "A" which is attached hereto and
incorporated herein by this reference I-or an amount not to exceed SEVEN
THOUSAND NINE HUNDRED AND FIFTY DOLLARS ($7,950). Payment shall
be made by checks drawn on the treasury of the City, to be taken from the 110-
2211, BS 22582, 22584, 22586, 22587, 2297f+ funds.
4. TIME IS OF THE ESSENCE:
Consultant and City agree that time is of the essence regarding the
performance of this Agreement.
5. 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.
6. 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
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 fro, 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 iterns, if required, are the responsibility of
Consultant.
7. IMMIGRATION REFORM AND CONTROL ACT CIRCA):
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 IR:CA 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.
8. 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.
9. 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.
A. Claims for Professional Liability!. Where the law establishes a standard
of care for Consultant's professional services, and to the extent the
Consultant breaches or fails to meet such established standard of care, or
is alleged to have breached or :Failed to meet such standard of care,
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, that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of 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. Consultant shall not be obligated under this Agreement to
indemnify City to the extent that the damage is caused by the sole
negligence or willful misconduct of City, its agents or employees.
B. Claims for Other Liability:. 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, that arise out of,
pertain to, or relate to the perforrance 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.
10. 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 10A, 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.
(2) Liability:
Commercial general liability coverage in the following
minimum limits:
Bodily Injury: $500,000
each occurrence
x;1,000,000
aggregate - all other
Property Damage: $100,000 each occurrence
$7.50,000 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
(4) Professional Liability:
Professional liability insurance which includes coverage for
the professional acts, errors and omissions of Consultant in
the amount of at least$1,000,000.
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
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.
E. SUFFICIENCY OF INSURANCE:
The insurance limits required b,y 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.
11. 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.
12. 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
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.
13. SUBCONTRACTOR APPROVAL:
Unless prior written consent from City is obtained, only those people and
subcontractors whose names and resumes are attached to 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.
14. 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 BU3iness License, that may be required in
connection with the performance of services hereunder.
15. 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
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.
16. 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.
17. 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
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 Avenue
Cupertino CA 95014
Attention: Aarti Shrivastava
All notices, demands, requests, or approvals from City to Consultant shall
be addressed to Consultant at:
Enviro Assessment, P.C.
Attn: Accounting
P.O. Box 1154
Bonners Ferry, ID 83805
Attn: James Robinson
18. 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 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.
19. COMPLIANCES:
Consultant shall comply with all :Mate or federal laws and all ordinances,
rules and regulations enacted or issued by City.
20. 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.
21. 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.
22. 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.
23. 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 coven2alt 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.
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.
v
25. 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.
IN WITNESS WHEREOF, the parties have caused the Agreement to be
executed.
CONSULTANT CITY OF CUPERTINO
Enviro Assessment, P.C. A.Municipal Corporation
By By
Title � ' e.-�� 'Title s istant P anner
Date Date V� Y
:R.ECO I MENDED F
t Director
Community Development Department
APPROVED AS TO FORM:
Carol Korade, City Attorney
ATTEST:
Grace chmidt, City Clerk �(�(q ��
EXPENDITURE DISTRIBUTION
ACCOUNT NUMBER AMOUNT
110-2211 $7,950.00
Page 1
March 7, 2014
Proposal Number 2014-03-116
Simon S. Vuong,AICP
Associate Planner
City of Cupertino Exhibit A
(408) 777-1356
simonvgcupertino.org
Subject:
Proposal for CEQA
10645 Cordova Road
Cupertino, CA 95014
APN(s): 34222099,34222100, and 34222101
As requested,we are supplying the proposal for the preparation of an "Initial Study" (IS)pursuant
to the California Environmental Quality Act (CEQA) (Public Resources Code, Division 13,
Sections 21000 et seq.) to determine the feasibility of adopting a Mitigated Negative Declaration,
or the need for a full Environmental Impact Report (EIR). It is anticipated that the required
environmental document will be a Mitigated Negative Declaration.
ENVIRO ASSESS ENVIRONMENTAL ENGINEERING•GEOLOGY
PHONE(877)629-6838 FAX(877)623-5493
� e
Page 2
March 7, 2014
Proposal Number 2014-03-116
If a Mitigated Negative Declaration is to be prepared,The scope of work will include the following:
• Preparation of the Mitigated Negative Declaration (MND)
• Preparation of the Notice of Completion( IOC)
Production and submittal of fifteen (15) copies of the IS/MND to the Governor's Office of
Planning and Research, State Clearinghouse for 30 day public review
• Production of up to twenty (20) copies of the IS/MND for County use and distribution
• Response to comments
• Preparation of the Mitigation Monitoring and Reporting Program (MMRP)
• Noticing of adjacent property owners, interested parties, local agencies
• Notice posted in the local newspaper
• Notice posted on the proposed site
• Notice of Determination
The total cost for the IS/MND/MMRP will be S7,950.
This estimate assumes that any necessary baseline studies (traffic, air quality, noise, biology,
archaeology, etc.) will be provided to Enviro Assess during the preparation of the Initial Study.
The baseline studies are not included as a part of this cost estimate. Enviro Assess can assist with
locating service providers for additional technical studies, if requested.
If an EIR is to be prepared, Enviro Assess will provide a separate scope and cost estimate based
on the findings of the Initial Study.
ENVIRO ASSESS ENVIRONMENTAL ENGINEERING GEOLOGY
PHONE(877)629-6838 FAX(877)623-5493
Page 3
...� March 7, 2014
Proposal Number 2014-03-116
Attached is our standard service agreement, If this estimate is acceptable, and you wish us
to proceed with the each project, please compete the work authorization form and fax or email it
to our office, and a copy of the site plan. Payment methods accepted are by check (we invoice at
the completion of the project) or by credit card (we; will charge the card on-file at the end of each
project).
Thank you for this opportunity to be of service. If you have any questions,please contact our office.
Sincerely,
Sincerely,
ENVIRO ASSESS
James D. Robinson
Professional Geologist
Professional Engineer
ENVIRO ASSESS ENVIRONMENTAL ENGINEERING•GEOLOGY
PHONE(877)629-6838 FAX(877)623-5493
Page 4
March 7, 2014
Proposal Number 2014-03-116
AGREEMENT FOR THE ENGAGEMENT OF PROFESSIONAL SERVICES
The undersigned hereby engages the service agreement with Enviro Assess as of the 7th day of March, in the
year 2014, under the following terms and conditions:
Site Address: 10645 Cordova Road,Cupertino,CA 9501:41
APN(s): 34222099,34222100,and 34222101
Description of Services: CEQA IS
Estimate of Total Fees and Costs: $7,950.00
Estimate expires in six(6)weeks of date of this agreement.
Estimate includes estimate for drilling and/or laboratory ana.lysis?YES(X)NO( )NA( )
If not included drilling and/or laboratory analysis shall be considered an outside cost and/or service.
Payment of Fees and Costs: Invoiced monthly.
Retainer Fee: $2000.00.
PAYMENT TERMS AND FEES
The undersigned shall tender payment of the remaining balance due prior to receipt of the final report produced by
Enviro Assess.
Additional and/or supplemental invoices will be submitted progressively, unless otherwise provided by contract or
special arrangements.
Addendum and/or supplemental reports not covered by the original work required by the undersigned and/or reviewing
agencies, additional inspections, testimony, or correspondence shall be paid by the undersigned at the normal hourly
rates as charged by Enviro Assess In addition; design meetings, plan reviews, in-construction inspections, and final
as-graded reports will be billed at the normal rates shown el3ewhere herein.
Invoices for additional work are payable upon receipt,unless otherwise agreed. Interest of 1 '/2 percent per month(but
not exceeding the maximum rate allowable by law)will be payable on any amount not paid within 30 days,payment
thereafter to be applied first to accrued interest and then to th,principal unpaid amount. Any attorney's fees,collection
agents,or other reasonable collection costs incurred in collecting any delinquent amount up to but not exceeding 30%
of the principal balance due, shall be paid by the undersigned. Payments overdue 60 days will be turned over to
collection.
If the undersigned fails to pay pursuant to the payment terms stated herein, Enviro Assess has the right to stop work
and keep the job idle until past due payments are made.
The undersigned shall not withhold payment of any portion of the balance due on grounds that the undersigned
believes that the report and/or opinions of Enviro Assess are unfavorable.
ENVIRO ASSESS ENVIRONMENTAL-ENGINEERING-GEOLOGY
PHONE(877)629-6838 FAX(877)623-5493
i e
Page 5
March 7, 2014
Proposal Number 2014-03-116
Normal Hourly Fees and Costs for Enviro Assess:
Fees: Principal Geologist: $ 100.00/hr.
Project Geologist: $ 80.00/hr.
Staff Geologist: $60.00/hr.
Technician: $ 50A0/hr.
Secretarial: $40.00/hr.
Costs: Postage: at cost
Wide Format Prints: at cost, plus 20%
Equipment and other outside services: at cost,plus 20%
Laboratory testing(Soils and Environmental): at cost, plus 20%
GENERALTERMS
The undersigned agrees and understands that the purpose of the report is to provide professional opinions with regard
to aspects of the project that involve environmental,geology or geotechnical engineering.
The undersigned agrees to arrange and provide access to the site as is necessary for Enviro Assess to perform the
requested work. The undersigned agrees to hold harmless and to indemnify Enviro Assess from any claims,demands,
damage, or liability arising out of or in connection with damages caused by any active or passive negligence to
easements, underground utilities, pipelines,subsurface structures, or subsurface contamination.
Enviro Assess shall not be held responsible for loss or damage arising from delays caused by fires,earthquakes,rains,
strikes; labor troubles, accidents,or any other delays resulting from causes beyond the control of Enviro Assess.
The following conditions are outside the scope of this agreement: latent and concealed defects and deficiencies,
cosmetic items, legal and public records,code compliance,ground water wells,and architectural/structural aspects of
design. The undersigned understands that the report is not in ended to address the possible presence of or danger from
potentially harmful substances and environmental hazards including but not limited to:radon gas, lead paint,asbestos,
toxic chemicals,mold and mildew. The undersigned understands that the report is not intended to address the possible
presence or absence of rodents,termites,wood rot,or other wood destroying organisms. The undersigned understands
that the professional services preformed involve inherent uncertainties,such as limitations on laboratory methods and
changes in subsurface conditions. These uncertainties may adversely affect the Project,findings and recommendations
even though the services are performed with skill and care.
The undersign understands that any and all hazardous material identified during performance of the services, is owned
by the property owner or responsible party,and Enviro Assess is not liable for disposal,treatment or transportation of
the material or any exposure to persons from the hazardous material. All water and soil produced from conducting
the contacted work will remain onsite and the property of the owner, unless stated in writing.
This agreement is fully integrated and represents the entire,complete,final,and exclusive agreement by and between
the parties hereto with respect to its subject matter. No part,hereto is relying upon any other agreements,promises,
or representations,whether the same are allegedly expressed, implied,oral contemporaneous,or prior.This agreement
may only be modified by a subsequent writing to be signed by the party to be charged and may not be modified by
any purported subsequent oral agreement whether or not the same is or is alleged to be executed. Any and all
communications required or permitted under this agreement shall be made only in writing, properly addressed to the
party to be notified and supported by confirmation and/or proof of delivery thereof to the party to be notified. This
agreement shall not create any rights or benefits to parties other than the undersigned and Enviro Assess, except such
other rights as may be specifically called for herein. This agreement shall not be binding until signed by both parties.
There are no third party beneficiaries made or intended concerning any provision of this agreement.
ENVIRO ASSESS ENVIRONMENTAL-ENGINEERING GEOLOGY
PHONE(877)629-6838 FAX(877)623-5493
re �
"mow Page 6
March 7, 2014
Proposal Number 2014-03-116
WARRANTY AND REMEDY
Our professional services will be provided to perform the Scope of Services described herein. Our professional
services will be performed using that degree of care and skill ordinarily exercised by reputable consultants practicing
under similar conditions in this,or similar localities at the time our services are rendered. NO OTHER WARRANTY,
EXPRESSED OR IMPLIED, IS MADE OR INTENDED HEREBY; ALL OTHER WARRANTIES ARE
EXPRESSLY DISCLAIMED. NO GUARANTEE OR REPRESENTATION IS MADE OR INTENDED BY ANY
Enviro Assess REPORT (WRITTEN OR ORAL), DOCUMENT, OPINION (WRITTEN OR ORAL), PLAN OR
SPECIFICATION,OR OTHERWISE, EXCEPTING THAT ENVIRO ASSESS'S SERVICES WILL CONFORM TO
GENERALLY ACCEPTED PROFESSIONAL STANDARDS AS DESCRIBED ABOVE.
No expressed or implied warranties are given hereunder with regard to soil or geologic conditions with the exception
of locations which have been bored,and then only, to the extent of such boring does Enviro Assess warrant its work.
In the case of a suit,the undersigned shall reimburse Enviro Assess for all reasonable attorney's fees, litigation costs,
process services,expert witness, and consultant fees and/or costs and/or court/arbitration costs.
The rights and obligations of the parties to this agreement shall be governed and controlled by the laws of the State of
Idaho. In the event of any unresolved controversy or dispute between the parties to this agreement;or any unresolved
controversy or dispute between those claiming by or through the parties; then the same shall be submitted to and
resolved by binding arbitration before the American Arbitration Association, in accordance with the American
Arbitration Association's Construction Industry Arbitration Rules then prevailing. The arbitrator shall determine the
identity of the prevailing party. The prevailing party shall be entitled to recover its arbitration expenses and costs,
including,but not necessarily limited to,reasonable attorney's fees,and expert witness fees.
No action respecting the negotiation and/or preparation of the contract and no action arising from or related to the
contract, or the performance thereof, shall be commenced by either party against the other more than two (2) years
after the completion or cessation of work under this contract. This limitation applies to all actions of any character,
whether at law or in equity, and whether sounding in contract,tort or otherwise.
In the event it is determined by a tribunal with jurisdiction over Enviro Assess(or in the event that Enviro Assess and
the undersigned so agree in the course of resolving a claim or dispute)that professional services performed by Enviro
Assess, for the undersigned did not meet the standard of generally accepted practice defined above, Enviro Assess
will re-perform, at its expense, reasonable corrective actions(limited to the type of services originally provided and
subject to the limit of liability set out elsewhere herein) in order to provide the undersigned with services that meet
the above standard of generally accepted practices, provided that the undersigned give Enviro Assess notice of such
failure to meet such standards in writing within six(6)months of the completion of Enviro Assess's services(claims
later than six(6)months being time-barred by this agreement).
LIMITATION OF LIABILITY
The undersigned agrees to limit Enviro Assess's liability to the undersigned and any third party for Enviro Assess's
negligent professional acts, errors or omissions, breach of warranty; or breach of contract, such that Enviro Assess's
total maximum aggregate liability to the undersigned or any third party shall not exceed the lesser of$50,000 or ten
(10)times Enviro Assess's fees.
The undersigned expressly agrees Enviro Assess need not pay for re-performance of any work by any non- Enviro
Assess company and the undersigned agrees to make no claim against Enviro Assess for the cost of such work if the
undersigned elects to have such work performed by another firm.
OWNERSHIP OF DOCUMENTS
Original drawings, reports, maps and cross sections prepared by Enviro Assess pursuant to this agreement are the
property of the Enviro Assess; provided, however, that the undersigned shall have the perpetual right of use for this
project at no additional cost beyond the fees paid pursuant to this agreement. Enviro Assess agrees that the right of
use of the undersigned for all drawings, reports, maps and cross sections prepared for this project shall be exclusive,
except by written direction of the undersigned to the contrary or under subpoena and/or court order.
ENVIRO ASSESS ENVIRONMENTAL ENGINEERING•GEOLOGY
PHONE(877)629-6838 FAX(877)623-5493
Page 7
March 7, 2014
Proposal Number 2014-03-116 .
TERMINATION
Enviro Assess and undersigned may terminate this Agreement for convenience upon 30 written notice delivered or
mailed to the other party. In the event of material breach of this Agreement, the party not breaching the Agreement
may terminate it upon 10 days written notice delivered or mailed to the other party. The notice must include the basis
for termination. The Agreement may not be terminated for breach if the breaching party cures the breach within the
10-day period. All work preformed prior to the notice and any work necessary in connect with terminating the
agreement will be billed per the fee schedule.
RIGHT TO COLLECT
The undersigned agrees to allow ENVIRO ASSESS to charge any amounts outstanding on the undersigned's account
to the Credit Card Number or any other credit card that the undersigned has provided to ENVIRO ASSESS should
the account become past due.
Check Authorization Form
In witness whereof,the parties hereto have made and executed this agreement on the day and year written below.
Client Signature Date Enviro Assess Signature Date
Client Information: (Please Print)
Client Name:
Billing Address:
City: Phone:
State: Zip Code: Fax:
CHECKS WILL BE ACCEPTED FOR THIS PROJECT
PLEASE SEND PAYMENT TO:
ENVIRO ASSESS,
ATT: ACCOIUNTING,
PO BOX 1154,
BONNERS FERRY, ID 83805
ENVIRO ASSESS ENVIRONMENTAL ENGINEERING GEOLOGY
PHONE(877)629-6838 FAX(877)623-5493