Thank you and congratulations

[Noelle <http://dummy.us.eu.org/noelleg>]

Signed and attached.

On Wed, 22 Mar 2023, Elizabeth Sarmiento wrote:

 > Oh boy. Attached. Happy World Water Day!
 > 
 > *Elizabeth Sarmiento, **Manager *
 > *Smart Yards Co-op <http://smartyardscoop.com> | **Creating & Supporting
 > Outdoor Life *
 > 
 > *Email: http://www.gmail.com/~smartyardscoop <http://www.gmail.com/~smartyardscoop> Phone: (408)
 > 883-5936**Follow us on our Social **Media: Facebook
 > <https://www.facebook.com/SmartYardsCoop>, Instagram
 > <https://www.instagram.com/smartyardscoop/> and Youtube
 > <https://www.youtube.com/channel/UC503hEVX_r2h6UZ4hIStX2g>*
 > 
 > On Tue, Mar 21, 2023 at 9:06 PM Noelle <http://dummy.us.eu.org/noelleg> wrote:
 > 
 > > see 4.1
 > >
 > > "...fees within 5 days on or before April 24, 202"
 > > should be corrected to April 24,2023
 > >
 > > is what we mean
 > >
 > > On Tue, 21 Mar 2023, Elizabeth Sarmiento wrote:
 > >
 > >  > Not sure what you mean. March 16 is when the contract was executed by BOD
 > >  > and sent - i changed to today.
 > >  > Added the april 15 and 16 as project dates - not necessary but there you go
 > >  >
 > >  > On Tue, Mar 21, 2023 at 8:23 PM Noelle <http://dummy.us.eu.org/noelleg> wrote:
 > >  >
 > >  > > the date is wrong on the contract so we can't sign it yet
 > >  > >
 > >  > > On Tue, 21 Mar 2023, Elizabeth Sarmiento wrote:
 > >  > >
 > >  > >  > Ok. Thanks.
 > >  > >  > Sounds like the work we'll be doing will prevent such things from happening
 > >  > >  > in the future.
 > >  > >  > Slow it, spread it, sink it. Kirk was having similar issues with downspouts
 > >  > >  > - he got that fix
 > >  > >  > and we did the rest. He's so happy.
 > >  > >  >
 > >  > >  > You do need to fix those things before we do the work though as we will not
 > >  > >  > get into the
 > >  > >  > construction, structure work...
 > >  > >  >
 > >  > >  > Have you signed and sent the contract yet? We'll be working on the design
 > >  > >  > in a couple
 > >  > >  > of weeks - to send you the first draft mid april.
 > >  > >  >
 > >  > >  > Elizabeth
 > >  > >  >

Content-Type: application/pdf; name=SmartYardsContractGrayWater2023.pdf
Content-Transfer-Encoding: BASE64
Content-ID: <nycvar.QRO.7.76.23032510181@zvav>
Content-Description: 
Content-Disposition: attachment; filename=SmartYardsContractGrayWater2023.pdf

SMART YARDS EDUCATION
A 501(c)3 organization (EIN: 821012849) transforming conventional practices in 
urban landscapes by offering
practical and equitable educational programs on ecological landscaping and 
cooperative business models.

Train the Trainer: Permaculture Skills Training Services Agreement
This Services Agreement (this "Agreement"), dated as of March 21, 2023, (the "
Effective Date"), is by
and between Smart Yards Education (SYE), a Ca 501(c), ("Service 
Provider") and Noelle
, located at  , San José, CA 9511 ("Homeowner" and 
together with Service
Provider, the "Parties", and each a "Party"). Project to take place on April 15 

and 16, 9am-4:30pm
with a group of 15 students and 3 instructors.
NOW, THEREFORE, Service Provider and Homeowner agree as follows:
1.
Services. SYE shall provide to Homeowner the services (the "Services") set out 
here:
landscaping that includes water management features such as garden swales, drip 

irrigation, mulching,
and a soil infiltration system for rainwater; and, at SYE’s discretion, other 

features such as a composting
system, a Hugelkultur compost bed, or a laundry-to-landscape watering system. 
See Addendum A for a
list of deliverables.
2.
SYE Obligations. SYE shall maintain complete and accurate records relating to 
the provision
of the Services under this Agreement, including records of the time spent and 
materials used by SYE in
providing the Services.
3.

Homeowner Obligations. Homeowner shall:

3.1
Cooperate with SYE in its performance of the Services and provide access to
Homeowner's premises, employees, contractors, and equipment as required to 
enable SYE to
complete the work outlined in this Agreement.
3.2
the work.
4.

Take all steps necessary to prevent Homeowner-caused delays in SYE's completion 

of

Fees and Expenses.

4.1
In consideration of the provision of the Services by SYE and the rights granted 

to
Homeowner under this Agreement, Homeowner shall pay a total of $6,250.00 for 
the project in two
payments, 50% ($3,125) of the estimated costs by March 24, 2023, and 50% (
$3,125) of the final
costs and fees within 5 days (on or before April 21, 2023) of the complete 
rendering of the
Services. Payment to be send to Smart Yards Education and send to, 1531 
Altamont Ave. San
José, CA 95125.
4.2
Smart Yards Education of such costs shall constitute payment in full for the
performance of the Services.

4.3
Homeowner shall reimburse SYE for all reasonable expenses incurred in 
accordance
with the Statement of Work, if such expenses have been pre-approved in writing 
by the
Homeowner, within 14 days of receipt by the Homeowner of an invoice from SYE 
accompanied by
receipts and reasonable supporting documentation.
4.4
Homeowner shall be responsible for all sales, use and excise taxes, and any 
other
similar taxes, duties and charges of any kind imposed by any federal, state or 
local governmental
entity on any amounts payable by Homeowner hereunder; and to the extent Service 

Provider is
required to pay any such sales, use, excise, or other taxes or other duties or 
charges, Homeowner
shall reimburse Service Provider in connection with its payment of fees and 
expenses as set forth in
this Section 4. Notwithstanding the previous sentence, in no event shall 
Homeowner pay or be
responsible for any taxes imposed on, or regarding, SYE's income, revenues, 
gross receipts,
personnel, or real or personal property or other assets.
4.5
Except for invoiced payments that the Homeowner has successfully disputed, all 
late
payments shall bear interest at the lesser of (a) the rate of 20% per month and 

(b) the highest rate
permissible under applicable law, calculated daily and compounded monthly. 
Homeowner shall also
reimburse SYE for all reasonable costs incurred in collecting any late payments,

 including, without
limitation, attorneys' fees.
5.

Limited Warranty and Limitation of Liability.
5.1

SYE warrants that it shall perform the Services:

(a)
Agreement.
(b)

In accordance with the terms and subject to the conditions set out in this
In a timely, workmanlike, and professional manner.

5.2
SYE's sole and exclusive liability and Homeowner's sole and exclusive remedy 
for
breach of this warranty shall be as follows: SYE shall use reasonable 
commercial efforts to
promptly cure any such breach.
5.3
SYE makes no warranties except for that provided in Section 5.1, above. All 
other
warranties, express and implied, are expressly disclaimed.
6.

Term, Termination, and Survival.

6.1
This Agreement shall commence as of the Effective Date and shall continue 
thereafter
until the completion of the Services unless sooner terminated pursuant to 
Section 6.2 or Section 6.3.
6.2
Either Party may terminate this Agreement, effective upon written notice to the 

other
Party (the "Defaulting Party") if the Defaulting Party:
(a)
Materially breaches this Agreement, and the Defaulting Party does not cure
such breach within 30 days after receipt of written notice of such breach, or 
such material
breach is incapable of cure.
(b)
Becomes insolvent or admits its inability to pay its debts generally as they
become due.
2

6.3
Notwithstanding anything to the contrary in Section 6.2(a), SYE may terminate 
this
Agreement before the expiration date of the Term on written notice if Homeowner 

fails to pay any
amount when due and such failure continues for 14 days after Homeowner's 
receipt of written
notice of nonpayment.
7.

Limitation of Liability.

7.1
In no event shall SYE be liable to Homeowner or to any third party for any loss 

of use,
revenue, profit, loss of data, or diminution in value, or for any consequential,

 incidental, indirect,
exemplary, special, or punitive damages whether arising out of breach of 
contract, tort (including
negligence), or otherwise, regardless of whether such damage was foreseeable 
and whether or not
SYE has been advised of the possibility of such damages, and notwithstanding 
the failure of any
agreed or other remedy of its essential purpose.
7.2
In no event shall SYE's aggregate liability arising out of or related to this 
agreement,
whether arising out of or related to breach of contract, tort (including 
negligence), or otherwise,
exceed twice the aggregate amount paid or payable to SYE pursuant to this 
Agreement in the year
preceding the event giving rise to the claim.
8.
Entire Agreement. This Agreement constitutes the sole and entire agreement of 
the Parties
with respect to the subject matter contained herein, and supersedes all prior 
and contemporaneous
understandings, agreements, representations and warranties, both written and 
oral, regarding such
subject matter.
9.
Severability. If any term or provision of this Agreement is found by a court of 

competent
jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such 
invalidity, illegality or
unenforceability shall not affect any other term or provision of this Agreement 

or invalidate or render
unenforceable such term or provision in any other jurisdiction. Upon a 
determination that any term or
provision is invalid, illegal or unenforceable, the Parties shall negotiate in 
good faith to modify this
Agreement to effect the original intent of the Parties as closely as possible 
in order that the transactions
contemplated hereby be consummated as originally contemplated to the greatest 
extent possible.
10. Amendments. No amendment to, modification of, or rescission, termination, 
or discharge of
this Agreement is effective unless it is in writing, identified as an amendment,

 modification, rescission,
termination, or discharge of this Agreement and signed by each Party.
11. Waiver. No waiver by any Party of any of the provisions of this Agreement 
shall be effective
unless explicitly set forth in writing and signed by the Party so waiving. 
Except as otherwise set forth in
this Agreement, no failure to exercise, or delay in exercising, any right, 
remedy, power, or privilege
arising from this Agreement shall operate or be construed as a waiver thereof, 
nor shall any single or
partial exercise of any right, remedy, power, or privilege hereunder preclude 
any other or further
exercise thereof or the exercise of any other right, remedy, power, or 
privilege.
12. Assignment. Homeowner shall not assign, transfer, delegate, or subcontract 
any of its rights or
delegate any of its obligations under this Agreement without the prior written 
consent of SYE. Any
purported assignment or delegation in violation of this Section 12 shall be 
null and void. No assignment
or delegation shall relieve the Homeowner of any of its obligations under this 
Agreement. SYE may
assign any of its rights or delegate any of its obligations to any affiliate or 

to any person acquiring all or
substantially all of SYE's assets without Homeowner's consent.
3

^LADDENDUM A
MOBILIZATION
Mobilize tools & materials, project scheduling, portable toilet, and special 
equipment, orientation to site,
prep site & staging areas

$1,350

SOIL PREP: SHEET MULCH, SOIL, COMPOST & ORGANIC FERTILIZER
All planted areas sheet mulched with a biodegradable weed barrier. An 
additional 3" of mulch will go on the
top for water retention around all planting areas at the end of project.
Materials:
Labor:
Delivery Fees:

$1,200

BACKYARD
DEMOLITION + GRADING
Some plants will be removed and green waste will be placed on curb
Tools:
Labor:

$1,200

$600

ACTIVE RAIN GARDEN
We will divert a downspout away from the house into bio-swales to slow, spread 
and sink water and get
water to plants (rain garden habitat) over time.

$750

IRRIGATION (none as there’s no irrigation system to convert)
A simple irrigation system will be installed with an outdoor solar timer 
on-spigot to connect newly planted
plants. All plantings will be connected to an inline irrigation system.
Materials: TBD
Labor: TBD

TBD

GREYWATER: LAUNDRY TO LANDSCAPE (L2L)

$850

Plumbing - this L2L greywater system will have a diverter valve at the washing 
machine. The 3-way valve
allows the choice of diverting water to sewer in the event of using bleach or 
other toxic substances that
you might like to use and are toxic to plants and ground water basin. There 
will also be an anti-siphon vent
to prevent the greywater siphoning back into the washing machine. A total of 
3-4 mulch basins distributed
by one inch tubing around trees exiting and newly planted. Each mulch basin 
will have a shut off valve if
you need to stop water flowing to a particular area. A label will be placed and 

manual provided at the end
of testing installation.
Materials:
Labor:

$850

PLANTING
Ecological planting of plants of varying sizes with a mixture of 4" and 1 gal 
sizes will be planted into native
soil. Refer to plant list for specifics.
Materials:
Labor:
Delivery:
MULCH
Approx. 600 sq’ / 5 cubic yards will be mulched with 3" depth of recycled 
tree chips (to reduce cost) and this
will be applied after planting and use for greywater mulch basins. We 
coordinate and find a near-by tree
service with some good quality mulch to keep it within cost and just pay 
delivery cost.
Materials:
Labor:

5

$750

$650

$250

Delivery:

$350

CLEAN UP & DEMOBILIZATION
Detail clean up of court yard brick area and power wash to bring out natural 
color, apply matching binding
sand in between. Sweep, power wash all areas, return tools + materials back to 
toolshed, plus make
additional dump debris run(s) as required.

$500

Total Cost: $6,250

6