HomeMy WebLinkAboutCascade Earth Sciences 2017 Farm Operations ReportORIGINAL
PROFESSIONAL SERVICES AGREEMENT
2017 Farm Operations Report
THIS AGREEMENT is made and entered into between the City of Pasco, a Washington
Municipal Corporation, hereinafter referred to as "City", and Cascade Earth Sciences, hereinafter
referred to as "Consultant," on the %Z-- day of &J QVerKJae r , 2016.
RECITALS
WHEREAS, the City desires to have certain services and/or tasks performed as set forth
below requiring specialized skills, training, equipment, and other supportive capabilities; and
WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills,
experience, equipment, and necessary capabilities, including: technical and professional
expertise, when required, to perform the services and/or tasks as set forth in this Agreement upon
which the City is relying.
NOW, THEREFORE, in consideration of the mutual covenants, and performances
contained herein, the parties agree as follows:
1. Scope of Services. The Consultant shall perform such services and accomplish such
tasks, including the furnishing of all labor, materials, facilities and equipment necessary
for full performance thereof, as identified and designated as Consultant's Responsibilities
throughout this Agreement, and as more particularly described in Scope of Work detailed
in Exhibit A, attached hereto and incorporated herein (the "Project").
2. Term. This Project shall begin upon execution of this agreement and be completed by
April 25, 2017, in accordance with the schedule attached hereto as Exhibit A.
3. Compensation and Payment.
3.1 Payment for services provided hereunder shall be made following the
performance of such services. Such payment shall be full compensation for work
performed or services rendered, and for all labor, materials, supplies, equipment,
and incidentals necessary to complete the Project.
3.2 No payment shall be made for any services rendered by the Consultant except for
services identified and set forth in this Agreement except as may be authorized by
a written supplemental agreement approved by the City.
3.3 The City shall pay the Consultant for work performed under this Agreement upon
timely submitted invoices detailing work performed and expenses for which
reimbursement is sought. The City shall approve all invoices before payment is
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issued. Payment shall occur within thirty (30) days of receipt and approval of an
invoice.
3.4 The City shall pay the Consultant for all work performed and expenses incurred
under this Agreement, as follows.
❑ Hourly (Single Rate): $ per hour plus actual expenses
incurred as provided under this Agreement, but not to exceed a total of
$ without prior written authorization by the City; or
® Hourly (Multiple Rate): Such rates as identified on Exhibit A — Schedule
of Fees, plus actual expenses incurred as provided under this Agreement,
but not to exceed a total of $ 8,400 without the prior written
authorization by the City; or
❑ Fixed Sum: A total of $ ; or
❑ Other:
4. Reports and Inspections.
4.1 The Consultant at such times and in such forms as the City may require, shall
furnish to the City such statements, records, studies, surveys, reports, data, and
information as the City may request pertaining to matters covered by this
Agreement.
4.2 The Consultant shall, at any time during normal business hours and as often as the
City or the Washington State Auditor may reasonably deem necessary, make
available for examination all of its records and data with respect to all matters
covered, directly or indirectly, by this Agreement and shall permit the City, or its
designated authorized representative to audit and inspect other data relating to all
matters covered by this Agreement. The City shall receive a copy of all audit
reports made by the agency or firm as to the Consultant's activities. The City
may, at its discretion, conduct an audit at its expense, using its own or outside
auditors, of the Consultant's activities which relate, directly or indirectly, to this
Agreement. Consultant shall be provided a copy of such reports.
4.3 The Consultant, during the term of this Agreement, shall obtain all permits and
registration documents necessary for the performance of its work and for the
execution of services at its own expense, and shall maintain its validity. Upon
request, the Consultant shall deliver to the City copies of these licenses,
registration documents, and permits or proof of their issuance or renewal.
4.4 Consultant shall maintain books, records and documents, which sufficiently and
properly reflect all direct and indirect costs related to the performance of this
Agreement, and shall maintain such accounting procedures and practices as may
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be necessary to assure proper accounting of all funds paid pursuant to this
Agreement. These records shall be subject, at all reasonable times, to inspection,
review, or audit as provided above.
4.5 The Consultant shall retain all books, records, documents or other material
relevant to this Agreement for three (3) years after its expiration. Consultant
agrees that the City, or its designee, shall have full access and right to examine
any of said materials at all reasonable times during this period.
5. Ownership and Use of Documents.
5.1 All research, tests, surveys, preliminary data, information, drawings and
documents made, collected, or prepared by the Consultant for performing the
services subject to this Agreement, as well as any final product, collectively
referred to as "work product," shall be deemed as the exclusive property of the
City, including copyright as secured thereon. Consultant may not use them except
in connection with the performance of the services under this Agreement or with
the prior written consent of the City. Any prior copyrighted materials owned by
the Consultant and utilized in the performance of the services under this
Agreement, or embedded in with the materials, products and services provided
thereunder, shall remain the property of the Consultant subject to a license
granted to the City for their continued use of the products and services provided
under this Agreement. Any work product used by the Consultant in the
performance of these services which it deems as "confidential," "proprietary," or
a "trade secret" shall be conspicuously designated as such.
5.2 In the event of Consultant's default, or in the event that this Agreement is
terminated prior to its completion, the work product of the Consultant, along with
a summary of the services performed to date of default or termination, shall
become the property of the City, and tender of the work product and summary
shall be a prerequisite to final payment under this Agreement. The summary of
services provided shall be prepared at no additional cost, if the Agreement is
terminated through default by the Consultant. If the Agreement is terminated
through convenience by the City, the City agrees to pay Consultant for the
preparation of the summary of services provided.
6. Public Records.
6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56
RCW "Public Records Act." All preliminary drafts or notes prepared or gathered
by the Consultant, and recommendations of the Consultant are exempt prior to the
acceptance by the City or public citation by the City in connection with City
action.
6.2 If the Consultant becomes a custodian of public records of the City and request
for such records is received by the City, the Consultant shall respond to the
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request by the City for such records within five (5) business days by either
providing the records, or by identifying in writing the additional time necessary to
provide the records with a description of the reasons why additional time is
needed. Such additional time shall not exceed twenty (20) business days unless
extraordinary good cause is shown.
6.3 In the event the City receives a public records request for protected work product
of the Consultant within its possession, the City shall, prior to the release of any
protected work product or as a result of a public records request or subpoena,
provide Consultant at least ten (10) business days prior written notice of the
pending release and to reasonably cooperate with any legal action which may be
initiated by the Consultant to enjoin or otherwise prevent such release.
7. Independent Contractor Relationship.
7.1 The parties intend that an independent contractor relationship is created by this
Agreement. The City is interested primarily in the results to be achieved; subject
to the scope of services and the specific requirements of this Agreement, the
implementation of services will lie solely with the discretion of the Consultant.
No agent, employee, officer or representative of the Consultant shall be deemed to
be an employee, agent, officer, or representative of the City for any purpose, and
the employees of the Consultant are not entitled to any of the benefits or
privileges the City provides for its employees. The Consultant will be solely and
entirely responsible for its acts and for the acts of its agents, employees, officers,
subcontractors or representatives during the performance of this Agreement.
7.2 In the performance of the services provided in this Agreement, Consultant is an
independent contractor with full authority to control and direct the performance of
the details of the work, however, the results of the work contemplated herein must
meet the approval of the City and shall be subject to the City's general rights of
inspection and review to secure the satisfactory completion thereof.
7.3 The Consultant shall comply with all State and Federal laws including, but not
limited to:
7.3.1 The definition requirements of RCW 50.04.140 (Employment Security).
7.3.2 RCW 51.08.195 (Industrial Insurance).
7.3.3 Obtain a City of Pasco business license.
7.4 The City may, at its sole discretion, require the Consultant to remove any
employee, agent or servant from employment on this Project who, in the City's
sole discretion, may be detrimental to the City's interest.
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8. Indemnification.
8.1 The Consultant shall defend, indemnify, and hold harmless the City, its officers,
officials, agents, employees, and volunteers from any and all claims and causes of
action, including, but not limited to, actions of law or administrative proceedings
for all injuries to persons or damages to property, and all losses, damages,
demands, suits, judgments, including attorney fees, arising out of, or as a result
of, or in connection with the work performed under this Agreement, and caused or
occasioned in whole or in part by reason of errors, negligent acts or omissions of
the Consultant or its subcontractors in the performance of this Agreement, except
for injuries and damages caused by the sole negligence of the City, its officers,
employees, agents, and volunteers.
8.2 Should a Court of competent jurisdiction determine that this Agreement is subject
to RCW 4.24.115, then, in the event of liability for damages arising out of bodily
injuries or damages to property caused by or resulting from the concurrent
negligence of the Consultant, and the City, its officers, employees, agents and
volunteers, the Consultant's liability and obligation to defend hereunder shall only
be the proportionate extent of the Consultant's negligence.
8.3 It is further agreed that the indemnification provided herein constitutes the
Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW,
solely for the purposes of this indemnification.
8.4 No liability shall attach to the City by reason of entering into this Agreement
except as expressly provided herein.
8.5 This indemnification shall include damages, penalties and attorney fees sustained
as a result of Consultant's delayed or failed performance of Section 6 above.
8.6 This waiver has been mutually negotiated by the parties, and the provisions of this
section shall survive the expiration or termination of this Agreement.
9. Insurance. The Consultant shall procure and maintain for the duration of the
Agreement, insurance against claims for injuries to persons or damage to property which
may arise from or in connection with the performance of the work hereunder by the
Consultant, its agents, representatives, employees, or subcontractors.
9.1 Minimum Scope of Insurance. Consultant shall obtain insurance of the types
described below:
9.1.1 Automobile Liability insurance covering all owned, non -owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Office
(ISO) form CA 00 01 or a substitute form providing equivalent liability
coverage. If necessary, the policy shall be endorsed to provide contractual
liability coverage.
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9.1.2 Commercial General Liability insurance shall be written on ISO
occurrence form CG 00 01 and shall cover liability arising from premises,
operations, independent contractors and personal injury and advertising
injury. The City shall be named as an insured under the Consultant's
Commercial General Liability insurance policy with respect to the work
performed for the City.
9.1.3 Workers' Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
9.1.4 Professional Liability insurance appropriate to the Consultant's profession.
9.2 Minimum Amounts of Insurance. Consultant shall maintain the following
insurance limits:
9.2.1 Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1,000,000 per accident.
9.2.2 Commercial General Liability insurance shall be written with limits no
less than:
❑ $1,000,000 each occurrence;
❑ $2,000,000 general aggregate; or
® $1,000,000 each occurrence; and $2,000,000 general aggregate
9.2.3 Professional Liability insurance shall be written with limits no less than:
® $1,000,000 per claim;
❑ $1,000,000 policy aggregate limit; or
❑ $ per claim; and $ per policy aggregate limit
9.3 Other Insurance Provisions. The insurance policies are to contain, or be endorsed
to contain, the following provisions for Automobile Liability, Professional
Liability, and Commercial General Liability insurance:
9.3.1 The Consultant's insurance coverage shall be primary insurance as
respects the City. Any insurance, self-insurance, or insurance pool
coverage maintained by the City shall be excess of the Consultant's
insurance and shall not contribute with it.
9.3.2 The Consultant's insurance shall be endorsed to state that coverage shall
not be cancelled by either party, except after thirty (30) days prior written
notice by certified mail, return receipt requested, has been given to the
City.
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9.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best rating of not less than A: VII.
9.5 Verification of Coverage. Consultant shall furnish the City with original
certificates and a copy of the amendatory endorsements, including, but not
necessarily limited to, the additional insured endorsement evidencing the
insurance requirements of the Consultant before commencement of the work.
10. Nondiscrimination. In the performance of this Agreement, the Consultant will not
discriminate against any employee or applicant for employment on the grounds of race,
creed, color, national origin, sex, marital status, age or the presence of any sensory,
mental or physical handicap; provided that the prohibition against discrimination in
employment because of handicap shall not apply if the particular disability prevents the
proper performance of the particular worker involved. The Consultant shall ensure that
applicants are employed, and that employees are treated during employment in the
performance of this Agreement without discrimination because of their race, creed, color,
national origin, sex, marital status, age or the presence of any sensory, mental or physical
handicap. Consultant shall take such action with respect to this Agreement as may be
required to ensure full compliance with local, State and Federal laws prohibiting
discrimination in employment.
11. Covenant Against Contingent Fees. The Consultant warrants that it has not employed
nor retained any company, firm, or person, other than a bona fide employee working
exclusively for the Consultant, to solicit or secure this Agreement; and that it has not paid
or agreed to pay any company, person or firm, other than a bona fide employee working
exclusively for the Consultant, any fee, commission, percentage, brokerage fee, gift, or
other consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, the City shall have the right to
terminate this Agreement.
12. Assignment and Subcontracting.
12.1 The City has awarded this Agreement to the Consultant due to its unique
qualifications to perform these services. The Consultant shall not assign (or
subcontract other than as specifically identified in Exhibit A) its performance
under this Agreement or any portions of this Agreement without the prior written
consent of the City, which consent must be sought at least thirty (30) days prior to
the date of any proposed assignment.
12.2 Any work or services assigned or subcontracted hereunder shall be subject to each
provision of this Agreement including Section 6, Public Records; Section 10,
Nondiscrimination; proper bidding procedures where applicable; and all local,
State and Federal statutes, ordinances and guidelines.
12.3 Any technical or professional service subcontract not listed in this Agreement,
must have prior written approval by the City.
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13. Termination.
13.1 Termination for Convenience. Either party may terminate this Agreement for any
reason upon giving the other party no less than ten (10) business days written
notice in advance of the effective date of such termination.
13.2 Termination for Cause. If the Consultant fails to perform in the manner called for
in this Agreement, or if the Consultant fails to comply with any other provisions
of this Agreement and fails to correct such noncompliance within five (5)
business days of written notice thereof, the City may terminate this Agreement for
cause. Termination shall be effected by serving a notice of termination on the
Consultant setting forth the manner in which the Consultant is in default. The
Consultant will only be paid for services and expenses complying with the terms
of this Agreement, incurred prior to termination.
14. General Provisions.
14.1 For the purpose of this Agreement, time is of the essence.
14.2 Notice. Notice provided for in this Agreement shall be sent by:
14.2.1 Personal service upon the Project Administrators.
14.2.2 Certified mail to the physical address of the parties, or by electronic
transmission to the e-mail addresses designated for the parties below.
14.3 The Project Administrator for the purpose of this Agreement shall be:
14.3.1 For the City: Rick Terway, or his designee
Acting Public Works Director
525 N. 3d Avenue
PO Box 293
Pasco, WA 99301
(509)543-5738
terwayr ,pasco-wa.gov
14.3.2 For the Consultant: Steven Venner, Managing Scientist, or his designee
Cascade Earth Sciences
12720 E. Nora Avenue, Suite A
Spokane, WA 99216-1197
(509) 921-0290
Steve.venner(a)cascade-earth.com
15. Dispute Resolution.
15.1 This Agreement has been and shall be construed as having been made and entered
into and delivered within the State of Washington and it is agreed by each party
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2017 Farm Report Page 8 of 9
hereto that this Agreement shall be governed by the laws of the State of
Washington.
15.2 In the event of a dispute regarding the enforcement, breach, default, or
interpretation of this Agreement, the Project Administrators, or their designees,
shall first meet in a good faith effort to resolve such dispute. In the event the
dispute cannot be resolved by agreement of the parties, said dispute shall be
resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties
waiving the right of a jury trial upon trial de novo, with venue placed in Pasco,
Franklin County, Washington. The substantially prevailing party shall be entitled
to its reasonable attorney fees and costs as additional award and judgment against
the other.
16. Nonwaiver. Waiver by the City of any provision of this Agreement or any time
limitation provided for in this Agreement shall not constitute a waiver of any other
similar event or other provision of this Agreement.
17. Integration. This Agreement between the parties consists in its entirety of this document
and any exhibits, schedules or attachments verified by initials as a part of Exhibit A. Any
modification of this Agreement or change order affecting this Agreement shall be in
writing and signed by both parties.
18. Authorization. By signature below, each party warrants that they are authorized and
empowered to execute this Agreement binding the City and the Consultant respectively.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the date first written above.
CITY OF PASCO, WASHINGTON
Dave Zabell, anager
ATTEST:
do oco
De bie Clar , City Clerk
APPROVED AS TO FORM:
Leland _44ef, City Attorney
CONSULTANT
,AA '�U
Steven L. Venner, Managing Scientist
Cascade Earth Sciences
Professional Services Agreement - Cascade Earth Sciences
2017 Farm Report Page 9 of 9
CSS A vahnontT COMPANY
October 5, 2016 Conserving Resources. Improving Life.
Ahmad Qayoumi
City of Pasco
P.O. Box 293
Pasco, WA 99301
SUBJECT: Proposal for the 2017 Farm Operations Report - City of Pasco, Washington
Dear Ahmad:
Cascade Earth Sciences (CES) is pleased to provide this proposal to prepare the 2017 Farm
Operations Report (2017 Report) to comply with special condition S8 in the City of Pasco's (City)
State Waste Discharge Permit No. ST -5369 (Permit). The proposed budget is slightly less than
years past because we expect the Water Sentinel to help streamline the work.
Background
The City treats process water from vegetable processing through a municipally -owned land
treatment irrigation system. The Permit requires a Farm Operations Report containing an Annual
Summary of Farm Operations for the previous year and a Cropping and Irrigation Schedule for the
upcoming year. CES has over 30 years experience with land treatment, and more than 20 years'
experience with the City's Process Water Reuse Facility operations, reporting, and regulatory
interaction. This allows us to efficiently produce accurate, complete, high quality reports each
year.
Objectives
This proposal has been prepared to provide a scope of work and cost to prepare the 2017
Report.
Scope of Work
CES will prepare an Annual Summary of Farm Operations for the previous year (2016) to include
appropriate text, tables, trend analyses, and supporting appendices to comply with the Permit.
This will include the City's monitoring information for 12 consecutive months from November 1,
2015, through October 31, 2016, (2016 farm operations). This time period is considered a typical
cropping year for the area. We will utilize and incorporate as much of the Water Sentinel output
and the City's input as possible to control the costs.
We will prepare a Cropping and Irrigation Schedule for the upcoming year (2017) that includes the
appropriate text and tables to comply with the Permit. The Cropping and Irrigation Schedule will
provide the City�s projected operations for the next 12 consecutive months from November 1, 2016,
through October 31, 2017. The required information includes crops, yields, recent soil moisture
12720 E Nora Avenue, Suite A I Spokane, WA 99218-1197 1 P 509-921-0290 1 F 509-921-1788 1 spokaneacascade-earth.com i www-cascade-earth.com
Exhibit A
Ahmad Qayoumi - City of Pasco
Proposal for the 2017 Farm Operations Report
October 5, 2016
Page 2
cEs
and nutrient levels (if available), projected frequency and timing of process water and
supplemental water application, and leaching that may be necessary to control soil salinity. We
will incorporate appropriate, available flow and irrigation data since November 1, 2016, when
preparing projected 2017 water balances to improve the plan representativeness.
Assumptions and Limitations
The following assumptions have been used to prepare the proposed scope of work and cost
estimate. Should differences from these assumptions be required or encountered, CES will discuss
the project cost implications with the City.
• CES will not need to make a site visit to complete the 2017 Report.
• CES will prepare the 2017 Report using the data and information provided by the City.
• The City will provide CES with the 2016 operating year and 2017 projected year
information in the same format as provided in previous years. (This maintains a lower cost
by allowing the same input structure for the report each year).
• The City will provide CES with all required data by January 20, 2017.
• CES will not be held responsible for omissions in the 2017 Report resulting from lapses in
the data provided to CES by the City.
• If Ecology requires substantial additional analyses or revisions, CES will assess the budget
with the City to determine if additional authorization is needed.
Project Cost
Total Estimated Project Cost. $8,400.00
CES will honor the quoted cost estimate for ninety (90) days from the date of this estimate and
thereafter reserves the right to make any necessary modifications.
Schedule
CES is prepared to begin work upon authorization and will complete a draft of the 2017 Report for
review and comment by the City a minimum of four weeks prior to the due date to Ecology (April
25, 2017), provided all required data is submitted to CES by January 20, 2017. CES will address the
City's edits and comments and provide the City with a final report for review and approval. CES
will submit the 2017 Report to Ecology on behalf of the City on or before April 25, 2017.
Quality
CES is committed to providing quality products and services that consistently meet or exceed our
clients' expectations.
Safety
CES is committed to its safety mission: "A passion for world-class safety: excellence in execution,
employee commitment, innovation, exceptional communications ... globally." CES employees will
Ahmad Qayoumi - City of Pasco
Proposal for the 2017 Farm Operations Report
October 5, 2016
Page 3
CEJ
apply the principles of this mission to ensure that safety is a priority for the duration of the project
and for everyone involved in its completion.
Compensation
The attached cost estimate is not a lump sum. Total estimated costs are based on available
information used to develop the scope of work and are a "good faith' estimate of charges that will
not be exceeded without additional authorization by the City. Actual billings will be based on a
time and materials basis per the Schedule of Fees attached. CES reserves the right to change our
Schedule of Fees on a yearly basis to reflect inflation and any increase in the cost of conducting
business. Project related outside services and other direct expenses, as well as the markup
associated with these items, are included in the overall cost of the project. If variables unknown at
this time become apparent during the course of performing the services outlined and it is shown
that additional staff time, materials, testing, etc. will be required, CES will suspend work until a
revised Work Authorization has been signed by the City authorizing CFS to proceed. The cost
quotes contained in this proposal do not include sales or other applicable taxes. If it is determined
that taxes are required, they will be in addition to cost quotes provided. All invoices net 30 days,
18% per annum.
Terms and Conditions
All work under this authorization shall be in accordance with the attached Terms and Conditions,
1 through 16.
If this proposal meets with your approval, please sign and return a copy of the signature page, or
provide us with a Purchase Order or Written Response referencing CES proposal number
P201623033 and the contract amount, as our authorization to proceed. Please retain a copy of this
proposal, with attached CES Schedule of Fees and Terms and Conditions, for your files.
If you have any questions, please do not hesitate to contact me at (509) 921-0290. Thank you for
allowing CES to serve the City of Pasco and we look forward to continuing our work with you.
Sincerely,
CASCADE EARTH SCIENCES
Steven L. Venner
Managing Scientist
SLV/dkp, bs
Enc: Schedule of Fees
Terms and Conditions
PN: P201623033
Doc: P201623033 City of Pasco 2017 Farm Rpt dooc.xlmdocx
Ahmad Qayoumi - City of Pasco
Proposal for the 2017 Farm Operations Report
October 5, 2016
Page 4
Authorization for CES to Provide Services
CES
CES is authorized to provide the services outlined for the estimated cost of $8,400.00. I
understand this is an estimate of the project costs and that the estimate will not be exceeded
without additional authorization. I also understand the scope of work, compensation, and
terms and conditions provided in the proposal.
Reviewed and
Authorized By:���f�.Yil/L! �� 23/20
Suture Dat
Dave- Zo-bel/, Cr' 944"ey
Name/Title of Signer (ple a print or e)
Com y (if other than Client)
We have several invoicing options available. If you have special invoicing needs, please contact
Dawn Nelson at (541) 812-6617 or dawn.nelson@cascade-earth.com. If you would prefer to
have us contact someone in your organization, please feel free to provide their contact
information below:
SCHEDULE OF FEES
Professional Services*
• Administrative Support / Field Technician
• Administrative Coordinator
• Technician / Drafter / Technical Editor
• Technician II / Engineering Designer
• Environmental Scientist
• Staff
• Staff II
• Project
• Project II
• Senior
• Senior II
• Managing
• Managing II
• Principal
• Expert testimony @ 150% of the above rates
$65/hour
$74/hour
$83/hour
$96/hour
$98/hour
$104/hour
$109/hour
$115/hour
$127/hour
$140/hour
$146/hour
$153/hour
$168/hour
$198/hour
*Professional staff including soil scientists, hydrologists, geologists, engineers, biologists, and
contract administrators
Reimbursables
Expenses associated with the performance of services, including but not limited to:
• Company-owned equipment, meals and lodging, and project materials as proposed
• Mileage Q $0.62/mile
Outside Services
Subcontracted services and equipment rental as proposed.
Taxes
Sales and other applicable taxes will be charged when necessary to meet tax requirements.
Payment
Invoices are to be paid within 30 days from date of invoice.
Interest on late payments 0318% per annum.
Rev. 2-2016
TERMS AND CONDITIONS
1.0 PAYMENT TERMS — All invoices are due within 30 days from the date of the invoice. A finance
charge of 1.5% may be assessed on the unpaid balance, if payment is not received within the 30 -day period.
2.0 CREDIT APPROVAL — Cascade Earth Sciences, Ltd. (Company) reserves the right to deny any
signed Authorization based upon a credit evaluation by Company credit/collections department. Client
will be notified in writing of such credit denial.
3.0 NOTICE — Any notice to be given under this Authorization shall be delivered in person or mailed to
the representative executing the Authorization. Every notice given shall be effective when received.
4.0 APPLICABLE LAWS — Both parties to this Authorization shall at all tiles comply with applicable
laws, ordinances, statutes, rules, or regulations including those relating to wage, hours, fair employment
practices, anti -discrimination, and project specific safety plans.
5.0 INSURANCE — Company maintains commercial general liability coverage of $1,000,000 per
occurrence and $2,000,000 in aggregate, automobile insurance coverage of $1,000,000, workers
compensation/employers liability is maintained as required by law, and professional liability and pollution
insurance coverage of $2,000,000 per occurrence and in aggregate. Certificate of insurance are provided
upon request. Specific project insurance requirements are negotiated as required. Any additional fees
associated with "project specific' insurance requirements, which are above and beyond the normal
insurance coverage Company maintains, will be added to the overall cost of the project.
6.0 INDEMNIFICATION — Client shall indemnify and hold harmless Company from and against all
claims and actions, including all expenses incidental to such claims and actions, based on or arising out of,
damages or injuries to persons or property caused by the negligence or misconduct of Client.
Company shall indemnify and hold harmless Client from and against all claims and actions, including all
expenses incidental to such claims and actions, based on or arising out of, damages or injuries to persons or
property caused by the negligence or misconduct of Company.
7.0 LIMITATION OF LIABILITY — In no event shall Company have any liability (whether in contract,
tort [including negligence], or otherwise), for any damages for lost profits, lost savings, loss of use, business
interruption, environmental impairment, lost or damaged files or data, or otherwise for any special,
incidental, or consequential damages in connection with this transaction, even if Company has been
advised of the possibility of such damages. Company liability for damages, from any causes whatsoever,
and regardless of the form of action, will be limited to the actual damages proven, in no event to exceed
total purchase consideration for the provided service. Notwithstanding anything herein to the contrary,
neither Client nor Company nor any of their respective officers, directors, employees, or agents shall be
liable for losses constituting treble, exemplary, or punitive damages.
8.0 OWNERSHIP OF DOCUMENTS — Company shall retain sole ownership of all materials prepared
or developed hereunder by Company, its employees, subcontractors or their employees or agents,
including but not limited to documents, calculations, maps, sketches, designs, tracings, notes, reports, data,
computer programs, models, and samples ("Work Product"). Subject to the payment of all fees and
expenses owed to Company under this Contract, Company hereby grants to Client a fully paid, non-
exclusive license and rights to use, copy, and modify the Work Product for internal business purposes.
Client agrees to defend, indemnify, and hold harmless Company against and from any and all losses,
claims, or suits, including costs and attorneys' fees, for or on account of any modification of the Work
Product (other than modifications performed by Company) or any use of the Work Product in connection
Pagel / Rev. 7-2016
with any project other than the work for which it was originally provided by Company. Company reserves
the right to maintain project files no longer than 7 years after closure of project
9.0 PREVAILING PARTY — In the event of any legal action or proceeding between the parties, the
prevailing party shall be entitled to court costs, reasonable attorney fees, and expenses in any such action or
proceeding including an appeal therefrom. If Company institutes collection proceedings for late payments,
the award shall include a sum for reasonable collection costs.
10.0 NOTICE TO STOP WORK OR RIGHT TO FILE LIEN — In the event the account becomes
delinquent (60-90 days outstanding from the date of the invoice), Company reserves the right to pursue
collections and work will be stopped on the project Nothing herein shall prevent from timely filing of a
lien on its own behalf to secure payment of the money due under this Authorization, should it be deemed
necessary.
11.0 CONFIDENTIALITY —Both parties agree not to disclose to third parties confidential information,
proprietary information, or trade secrets which have been provided to the other, have not been previously
disclosed to outside third parties, or is not in the public domain without the other parties prior written
permission. Project summaries may be used for educational and marketing purposes, unless Client
requests confidentiality in writing. Private Clients will not be referenced by name without written
permission.
12.0 GOVERNING LAW — These terms and conditions shall in all respects be interpreted and construed
and the rights of the parties hereto shall be governed by the laws of the State of Oregon.
13.0 EQUAL OPPORTUNITY EMPLOYER — Company is an equal opportunity employer and federal
contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the
requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are
incorporated herein by reference. These regulations prohibit discrimination against qualified
individuals based on their status as protected veterans or individuals with disabilities, and prohibit
discrimination against all individuals based on their race, color, religion, sex, gender identity, sexual
orientation, or national origin. These regulations require that covered prime contractors and
subcontractors take affirmative action to employ and advance in employment individuals without
regard to race, color, religion, sex, national origin, protected veteran status or disability. The parties also
agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471,
Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.
14.0 STATUTE OF LIMITATIONS — No legal action, regardless of form, arising out of this Authorization
may be brought more than two (2) years after the cause of action occurred.
15.0 ACCESS TO PROPERTY - LOCATION OF UNDERGROUND FACILITIES — It is the sole
responsibility of the Client to ensure that Company access to the property is granted by all parties involved.
Also, the Client is responsible for determining if excavations, borings, etc., which are proposed by
Company, are in an area that will not affect or be impacted by buried utilities, tanks, or other objects of
functional value.
16.0 SEVERABILITY — In the event any term or section of these terms and conditions is held to be illegal or
in conflict with any law of the state where made, the validity of the remaining provisions shall not be effected
and these terms shall be construed and enforced as if they did not contain the particular term or provision.
Any Company contract may be canceled for nonpayment offees and all Company duties, expressed or implied by the contract, are revoked at
cancellation.
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