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11-134 Jana Sokale, Environmental Services for Stevens Creek Corridor Park and Restoration Phase 2 Purchase Order No.: 00057522 FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF CUPERTINO AND JANA SOKALE FOR ENVIRONMENTAL SERVICES FOR STEVENS CREEK CORRIDOR PARK &RESTORATION This First Amendment to the Consultant Services Agreement between the City of Cupertino and Jana Sokale, for reference dated May 31, 2013, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Jana Sokale, a sole proprietorship, whose address is 7788 Hazelnut Drive, Newark, CA 94560, (hereinafter "Consultant"), and is made with reference to the following: RECITALS: A. On December 14, 2011, an agreement was entered into by and between City and Jana Sokale (hereinafter "Agreement"). B. City and Jana Sokale desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Section 1, 'Scope of Services', of the Agreement is modified to read as follows: "Consultant shall perform those services that are set forth in Exhibit A-1, attached hereto and incorporated herein by this reference." 2. Section 2, 'Term of Agreement', first sentence, of the Agreement is modified to read as follows: "The term of this Agreement shall continue through August 31, 2014." 3. Section 4, 'Compensation', first sentence, of the Agreement is modified to read as follows: "The compensation to be paid to Consultant for professional services and reimbursable expenses shall be on a Time and Materials basis not to exceed Seventy Two Thousand Two Hundred Dollars ($72,200.00) as set forth in Exhibit B." 4. New Section 28, titled 'Compliance with Funding Agreement', is hereby added as follows: "28. COMPLIANCE WITH FUNDING AGREEMENT: Consultant and Consultant's subconsultants and subcontractors shall comply with applicable requirements of City's Applicant-State Agreement No. 04-20-035 Environmental Enhancement and Mitigation (EEM) Program. A copy of the agreement marked Exhibit C is attached hereto and incorporated herein by reference." Cupertino—Jana Sokale Agreement Page 1 of 2 Amendment No.1 Purchase Order No.: 00057522 5. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. Jana Sokale CITY OF CUPERTINO A Municipal Corporation Byh.�- � !/ Director of Public Works, Timm Borden Title �/ � Date 7(31(1 Date RECOMMENDED FOR APPROVAL: By A ��e.e—vim Park Restoration &Improvement Manager, Gail Seeds APPROVED AS TO FORM: By it pniCarol Korade, CityAtt Y ATTEST: r � By Grace Schmidt, City Clerk �-ago — f3 Total Contract Amount, as amended: $72,200 New Funding to be encumbered: $35,200 Account No.: 427-9134-9300 Cupertino—Jana Sokale Agreement Page 2 of 2 Amendment No.1 EXHIBIT A-1 SCOPE OF SERVICES Stevens Creek Corridor Park and Restoration Project This proposal is for grant development and administration, environmental and ecological services, permitting support,and related project services for the Stevens Creek Corridor Park and Restoration Project.Basic Services shall include all professional services required to perform the scope of work outlined herein. TASK I: GRANT DEVELOPMENT,pre-construction 1. Prepare grant application materials as requested for a funding program such as Transportation Fund for Clean Air(TFCA),Transportation Development Act or other opportunities. Develop grant application strategies and funding request levels. As requested,prepare table of contents, cover letter,project summary, exhibits and narrative responses to the evaluation criteria questions. 2. Assist City with grant development activities. 3. Prepare support materials for other pending and potential future grantors and grant programs as requested including Habitat Conservation Fund Program,TFCA or others. 4. Provide support and additional follow-up for current,pending and upcoming grants and grant programs; provide exhibits and data, and provide related services as needed. TASK H: ENVIRONMENTAL SERVICES 1. Prepare Supplemental Biological Assessment(BA) suitable for submittal to NOAA Fisheries. Supplemental BA is to be based on the Phase 1 BA and supported by recently updated information that has been developed subsequent to Phase 1. It is anticipated that the updated information will be provided as appendices. 2. Assist City with meeting requirements of NOAA Fisheries for this project.Requirements may include fish relocation plan, stream diversion and dewatering plan,field reviews,and other required tasks and documents. Assist City with planning and organizing fish relocation effort in collaboration with SCVWD and in compliance with regulatory standards 3. Assist City with meeting the goals,requirements and mitigations included in the Mitigated Negative Declaration for this project. Review project plans, specifications for conformance with the criteria. 4. Assist with implementation of native restoration planting goals for project. Assist City with: • Developing a suitable native plant palette • Developing restoration planting layouts and reviewing plans and specifications for restoration plantings • Oversight of contract growing effort including potential substitutions or modifications. 5. Assist City in evaluating opportunities and methods to interplant and manage orchard areas for improved wildlife values. 6. Assist City in developing and implementing methods for removal of invasive plants such as ivy, vinca,arundo,Himalayan blackberry, and Johnson grass, and other species. City may use San Jose Conservation Corps,Elmwood crews, staff,rangers, volunteers, contractors or a combination of resources. Assist in developing and implementing simple method to quantify removals. 7. Evaluate project concepts, design,plans and specifications for wildlife suitability and habitat values. Provide input to design team as requested. 8. Assist City and project team in addressing potential wildlife and habitat impacts and opportunities involved in project. TASK HI: PERMITTING SERVICES 1. Assist City with Army Corps of Engineers permitting process. An Individual Permit and Section 7 consultation with NOAA Fisheries is expected to be needed for this project. Prepare application materials,meet with Corps and NOAA Fisheries staff, and coordinate with involved parties. Cupertino—Jana Sokale Agmt. Exhibit A-1 - Page 1 Exhibit A-1,Amendment No. 1 2. Assist City with California Department of Fish and Game permitting process. A Streambed Alteration Agreement is expected to be needed for this project. Prepare application materials,meet with Fish&Game staff,and coordinate with involved parties. 3. Assist City with the California Regional Water Quality Control Board permitting process. A Clean Water Act Section 401 Water Quality Certification is expected to be needed for this project. Prepare application materials, meet with RWQCB staff,and coordinate with involved parties. 4. Assist City with other permitting agency application processes as requested. Additional permits anticipated for this project include Santa Clara Valley Water District permit, Cupertino Sanitary District permit, Streamside Development permit, and others as needed. TASK IV: PROJECT SUPPORT 1. Provide on-call services to assist with the Stevens Creek Corridor project activities during construction and establishment periods. Services may include working with the design team, grantors, regulators and stakeholders regarding project features,permitting and regulatory aspects, grantor requirements,habitat establishment, operating and maintenance procedures,and other elements that influence implementation and successful establishment. TASK V: REGULATORY COORDINATION, construction and post-construction 1. Maintain contact with regulatory and resource agencies during construction and coordinate resource issues with U.S. Army Corps of Engineers(USACE),National Oceanic and Atmospheric Administration(NOAA)Fisheries, California Department of Fish and Wildlife(DFW), California Regional Water Quality Control Board(RWQCB)and Santa Clara Valley Water District(SCVWD). TASK VI: BIOLOGICAL AND ENVIRONMENTAL MONITORING SERVICES 1. Provide direction on biological deterrence measures and sensitive species surveys and buffers, and coordinate with resource agencies, as needed. Conduct field oversight of sensitive biological areas, as needed. 2. Coordinate and conduct fish relocation with SCVWD staff. 3. Provide site reviews and recommendations regarding activity within and protection of habitat, restoration and wildlife areas. TASK VII: CONSTRUCTION SUBMITTALS AND RFIs 1. Provide comments on environmental RFIs, submittals and reports which may include such issues as stream diversion, channel dewatering and rewatering, invasive species removals, erosion control methods and timing, etc. Attend associated meetings as requested. TASK VIII: CONSTRUCTION OBSERVATION AND CONSTRUCTION ENVIRONMENTAL COORDINATION 1. Identify and assist in addressing environmental issues on the job site 2. Assist in preparation of punch lists 3. Review plant material and layout,review plant substitution requests and planting revisions and inspect installation 4. Participate in construction management weekly progress meetings or other meetings as requested TASK IX: MONITORING PROGRAM AND CLOSE-OUT REPORT I. Prepare Draft Monitoring Program for RWQCB and NOAA Fisheries 2. Prepare Final Monitoring Program Incorporating Comments from Staff and RWQCB and NOAA Fisheries 3. Prepare Draft Construction Close-out Report for Regulatory Agencies including design changes, construction issues, schedule summary, dewatering and rewatering process,revegetation summary, erosion control methods, as-built streambed conditions with habitat summary and photos Cupertino—Jana Sokale Agmt. Exhibit A-I - Page 2 Exhibit A-I,Amendment No. I a. Establish and Photo Document Corridor for Close-out and Monitoring Report-Develop Photo Location Map and Photo Log b. Prepare Fish Relocation Report 4. Prepare Final Construction Close-out Report Incorporating Staff Comments 5. Assist with agency coordination and reporting activities for the Stevens Creek Corridor sites. TASK X: GRANT ADMINISTRATION, construction and post-construction 1. Assist City with reporting and administration requirements during and after construction for Environmental Enhancement and Mitigation(EEM) grant program, Santa Clara Valley Water District Trails and Open Space Program and Environmental Enhancement Implementation Program, California River Parkways Program,Transportation Development Act Article 3 Program, Valley Transportation Authority Project Readiness Initiative Program,Habitat Conservation Fund Program, TFCA and others as needed. 2. Coordinate project compliance with grant requirements; attend site visits with grantors; assist with close-out activities ADDITIONAL SERVICES Provide on-call services to assist with the Phase 2 project construction activities. Services may include working with the contractor,regulators and stakeholders regarding project features,mitigation measures, permitting and regulatory aspects, grantor requirements, and other elements that influence the project construction and close-out. Cupertino—Jana Sokale Agmt. Exhibit A-1 - Page 3 Exhibit A-1,Amendment No. 1 AMENDMENT NO. 1 EXHIBIT B FEE PROPOSAL This proposal is for grant development and administration, environmental and ecological services, permitting support,and related project services for Stevens Creek Corridor Park and Restoration Project. TASK I: GRANT DEVELOPMENT Estimated Fee: $5,525 TASK II: ENVIRONMENTAL SERVICES Estimated fee: $16,850 TASK III:PERMITTING SERVICES Estimated fee: $12,925 TASK IV:PROJECT SUPPORT Estimated fee: $2,000 TASK V: REGULATORY COORDINATION Estimated fee: $1,250 TASK VI: BIOLOGICAL AND ENVIRONMENTAL MONITORING SERVICES Estimated fee: $8,800 TASK VII: CONSTRUCTION SUBMITTALS AND RFIs Estimated fee: $2,500 TASK VIII: CONSTRUCTION OBSERVATION AND CONSTRUCTION ENVIRONMENTAL COORDINATION Estimated fee: $6,200 TASK IX: MONITORING PROGRAM AND CLOSE-OUT REPORT Estimated fee: $11,300 TASK X: GRANT ADMINISTRATION Estimated fee: $2,650 REIMBURSABLE EXPENSES,Allowance 700.00 ADDITIONAL SERVICES,Allowance 1,500.00 TOTAL Not-to-exceed fee 72,200.00 FEE SUMMARY The cost for basic services will not to exceed$70,000 without prior written authorization.A reimbursable expenses allowance of$700 is included. An allowance of$1,500 for additional services,to be expended upon written authorization by the City, included. The total contract cost for the services described above plus reimbursable expenses will not exceed$72,200.The City of Cupertino will be billed on a time and materials basis. Original Agreement,NTE Fee: $37,000.00 Scope and Fee added by Amendment No. 1: $35,200.00 TOTAL REVISED NTE FEE: $72,200.00 Cupertino—Jana Sokale Agmt. Exhibit B- Pagel Exhibit B,Amendment No. 1 EXHIBIT C FOR CALTRANS USE: I hereby certify upon my/own _ personalrsknowledge that budgeted funds are available for this encumbrance. Q nk-CJD Accounting Officer Date: 4/!6Th $ Chapter Statutes Item Fiscal Program BC Category'Fund $ Year Source ala auo mu-Io w,32mo•aoll ao.w ait.giI c S a47,006, vo APPLICANT-STATE AGREEMENT NO. 04-20-035 ENVIRONMENTAL ENHANCEMENT AND MITIGATION (EEM)PROGRAM STATE PROJECT NUMBER: EEM-2010(0351 2010-2011 FISCAL YEAR ALLOCATION Advantage Project ID:0400021079 THIS AGREEMENT, made effective this December 15, 2011 , by and between the City of Cupertino, hereinafter referred to as"APPLICANT", and the State of California, acting by and through the California Department of Transportation(Caltrans),hereinafter referred to as "STATE." WITNESSETH WHEREAS, as provided by Streets and Highways Code Section 164.56, Senate Bill 117 (Statutes of 1999, Chapter 739) established the EEM Program as a permanent program, funds have been allocated to APPLICANT by the California Transportation Commission (CTC) after the PROJECT submitted by APPLICANT had been recommended for funding by the Resources Agency; and as described in the application (APPLICATION); WHEREAS, STATE and APPLICANT now desire to enter into an Agreement relative to fund transfers and cost sharing on the described PROJECT. NOW,THEREFORE,the parties agree as follows: ARTICLE I-Project Administration and General Provisions I. PROJECT shall mean that EEM PROJECT described in the APPLICATION submitted by APPLICANT and summarized in Exhibit A to this Agreement including financing information as set forth in Section III of Exhibit A to this Agreement. Page I of 17 EEM-2010(035) EXHIBIT C 2. The PROJECT submitted by APPLICANT, together with all conditions and assurances contained therein, and specifically including information on how the PROJECT shall be financed, are made an express part of this Agreement. Should any conflict exist between the APPLICATION and the Agreement,the Agreement shall prevail. 3. APPLICANT shall complete PROJECT, which shall be acquired, developed, designed and constructed as provided in this Agreement. 4. If PROJECT is located on STATE-owned right-of-way, APPLICANT shall comply with all applicable STATE design and construction standards and practices. If PROJECT is not on STATE- owned right-of-way, APPLICANT shall comply with the applicable design and construction standards and practices of the local government having jurisdiction over the PROJECT location. 5 In cases where the CTC approved funding is less than the amount for which APPLICANT originally applied due to a Budget Reduction on the project required by the State Resources Agency, APPLICANT is obligated to complete PROJECT without downscoping it, unless specifically authorized to do so, in writing, by the State Resources Agency. This will be accomplished by APPLICANT supplementing PROJECT costs with another funding source or by finding a less costly way to complete the PROJECT. 6 The estimated total cost of PROJECT is as shown in Section III of Exhibit A. While APPLICANT may,with the STATE's written approval, award a contract in an amount in exceeding the estimated total PROJECT cost specified in Section III-A of Exhibit A of the Agreement, the allocation of STATE funds for PROJECT will never be greater than the amount specified in Section III-C of Exhibit A of this Agreement. 7 Section III of Exhibit A specifies the APPLICANT's estimated total PROJECT cost, each party's proportionate percentage of those costs and the maximum amount of STATE funds the CTC has authorized for the PROJECT. The STATE's proportionate share of funding is a certain percent of the estimated total PROJECT cost and approved scope of the PROJECT (STATE's PROPORTIONATE SHARE) and will be used as the reimbursement ratio on the project. In the event the actual cost of PROJECT exceeds the estimated total cost of the PROJECT, the STATE shall pay its PROPORTIONATE SHARE of the cost only up to the amount specified in Section III-C of Exhibit A of the Agreement. 8. In the event the PROJECT scope decreases, a decrease in the STATE's PROPORTIONATE SHARE shall be made. In the event the actual cost of PROJECT decreases for any reason from the estimated total PROJECT cost specified in Section III of Exhibit A, the allocation of STATE funds will be decreased proportionately with any decrease in APPLICANT's participating contribution so that the STATE's PROPORTIONATE SHARE of costs relative to TOTAL PROJECT COST remains as specified in Section III-B of Exhibit A of the Agreement. 9. No changes of any kind may be made to the PROJECT without prior written notice to and written acceptance by the STATE of the proposed change. The STATE shall acknowledge a written notice of proposed change by either accepting or rejecting the proposed changed in writing. In the event the STATE responds to a proposed change by stating that the proposed change requires discussion and amendment, such action shall constitute a rejection of the proposed change and any work performed in spite of that rejection shall not be eligible for reimbursement unless and until there is a written, duly executed amendment to this Agreement which addresses that work. Any amendment to this Agreement shall not be effective until executed by both parties. In addition, the parties should take special notice of ARTICLE XII, paragraph 6 of this Agreement. Page 2 of 17 EEM-2010(035) EXHIBIT C 10. After completion and acceptance of PROJECT by both APPLICANT and STATE, STATE shall pay STATE's PROPORTIONATE SHARE of the cost of PROJECT to APPLICANT, within sixty (60) days after receipt of a signed invoice for payment submitted by APPLICANT. At the option of APPLICANT, monthly or quarterly pro rata progress payments in arrears may be made on a reimbursement basis upon submittal of invoices by APPLICANT and approval by STATE of the PROJECT costs incurred. Pro rata payments will be based on the amount of the STATE fund transfer authorized herein in proportion to the total cost of PROJECT, including APPLICANT contributions. An invoice format document is included as Exhibit C. 11. If PROJECT involves work anywhere on the State highway system, a separate standard form of encroachment permit between STATE and APPLICANT must be prepared and executed before PROJECT work may commence. 12. APPLICANT shall comply with the requirements of the FAIR EMPLOYMENT PRACTICES ADDENDUM (Exhibit B) and further agrees that any agreement or service contract entered into by APPLICANT with a third party for performance of work connected with the PROJECT shall incorporate Exhibit B as a part of such agreement. 13. Upon completion of all work under this Agreement and prior to the expiration of this Agreement, APPLICANT shall prepare and file with STATE one (1) original Final Project Expenditure Report. The Final Project Expenditure Report must be submitted with the final invoice on the PROJECT. ARTICLE II-Rights-of-Way 1. The acquisition, clearance, and improvement of rights of way necessary for the development of PROJECT shall be the responsibility of APPLICANT. Right-of-way acquisition and clearance costs may be included as a participating item of total PROJECT costs if included as part of the PROJECT scope of work. 2. APPLICANT shall perform all PROJECT right-of-way activities in accordance with applicable State laws and regulations unless the STATE determines, in writing, that the State Uniform Relocation Assistance and Real Property Acquisition Policies Act (Government Code Secs. 7260-7277) do not apply to PROJECT. 3. APPLICANT, as part of its PROJECT design responsibility, shall identify and locate all utility facilities within the PROJECT area. All utility facilities, including those not relocated or removed in advance of construction, shall be identified on PROJECT plans and specifications. 4. If any existing public and/or private utilities conflict with the construction of PROJECT, APPLICANT will make all necessary arrangements with the owners of such utilities for their protection, relocation, or removal. If utility relocation is required within STATE right-of-way, APPLICANT shall conform to STATE standards, policies and procedures. If utility relocation is outside of STATE right- of-way, APPLICANT shall conform with local government policies. 5. APPLICANT shall certify as to legal and physical control of that PROJECT right-of-way once it is ready for construction and that the PROJECT right-of-way was acquired in accordance with applicable State laws and regulations, subject to review and concurrence by STATE, prior to the advertisement for bids for construction/development of PROJECT. Page 3 of 17 EEM-2010(035) EXHIBIT C 6. If right-of-way acquisition and clearance costs are included as a participating item of PROJECT costs, STATE shall provide funds only for purchase of the actual right-of-way required for PROJECT. If APPLICANT acquires right-of-way which includes excess land, STATE will not participate in the cost of the excess portion. In the event land initially acquired as part of PROJECT is declared excess at a later date, APPLICANT shall reimburse STATE, no later than one hundred twenty (120) days after PROJECT completion or upon the subsequent sale of that excess land, for either the pro rata fair market value of that excess at the time of disposal or, if that property is retained by APPLICANT, the pro rata fair market value of the excess land at that time. The pro rata fair market value shall be based on the total of the STATE fund transfer amount applied toward purchase of the property in proportion to the total purchase price of the property. ARTICLE III-Safety I. APPLICANT shall comply with OSHA regulations regarding necessary safety equipment and procedures. If PROJECT work is to be performed within STATE right of way, APPLICANT shall also comply with safety instructions issued by the District Safety Officer and other STATE representatives. APPLICANT's and APPLICANTS personnel shall see that all individuals wear white hard hats and orange safety vests at all times while working within STATE right of way. 2. Pursuant to the authority contained in Section 591 of the Vehicle Code, STATE has determined that within such areas as are within the limits of the PROJECT and are open to public traffic, APPLICANT shall comply with all the requirements set forth in Divisions II, 12, 13, 14, and 15 of the Vehicle Code. APPLICANT shall take all reasonably necessary precautions for safe operation of its and its agent's or APPLICANT's vehicles and the protection of the traveling public from injury and damage from such vehicles when performing work within STATE right of way. ARTICLE IV-Inspection of Work 1. APPLICANT and any of its PROJECT subcontractors shall permit STATE to review and inspect PROJECT activities at all reasonable times during the performance period of this Agreement, including review and inspection on a daily basis. Page 4 of 17 EEM-2010(035) EXHIBIT C ARTICLE V-Equipment Purchase 1. Prior authorization in writing by STATE shall be required before APPLICANT enters into any non-budgeted purchase order or subcontract exceeding $500 for supplies, equipment, or consultant services. APPLICANT shall provide an evaluation of the necessity or desirability of incurring such costs. 2. For purchase of any item, service or consulting work not identified in APPLICANT's Cost Proposal and exceeding $500, with written prior authorization by STATE, three (3) competitive quotations must be submitted with that request or the absence of bidding must be adequately justified. 3. Any equipment purchased as a result of this Agreement is subject to paragraph 3 of this Article V.APPLICANT shall maintain an inventory of all nonexpendable property, defined as property having a useful life of at least two years and an acquisition cost of $500 or more. If purchased equipment needs replacement and is sold or traded in, STATE shall receive a proper refund or credit. Upon the expiration date of this Agreement, or if this Agreement is terminated,APPLICANT may either keep the equipment and credit STATE in an amount equal to its fair market value or sell such equipment at the best price obtainable, at a public or private sale, in accordance with established STATE procedures, and credit STATE in an amount equal to the sales price. If APPLICANT elects to keep that equipment, fair market value shall be determined, at APPLICANT's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to STATE and APPLICANT. If it is determined to sell the equipment,the terms and conditions of such sale must be approved in advance by STATE. ARTICLE VI-Management and Maintenance of Property 1. APPLICANT will operate, manage and maintain into the future all property acquired, developed,rehabilitated,or restored with funds transferred through this Agreement. With STATE'S prior approval, APPLICANT or its successors in interest may transfer management and maintenance responsibilities over the property. If the property is not managed and maintained consistent with the PROJECT APPLICATION, APPLICANT or its successors in interest, at the discretion of STATE and within 45 days after receiving notice to APPLICANT by STATE, shall reimburse STATE an amount at least equal to the amount of STATE'S funding participation in PROJECT together with all accrued interest at State Treasurer's pooled money investment account. 2. All real property, or rights thereto, acquired with these funds shall be subject to an appropriate form of restrictive title, or rights, covenants approved by STATE. If the PROJECT real property, or rights thereto, is sold, traded, condemned, or otherwise put to any use other than that use as approved in the Allocation for STATE funds, the State Highway Account, at the discretion of STATE and within 45 days notice to APPLICANT by STATE, shall be reimbursed an amount at least equal to the amount of the STATE's funding participation in PROJECT or the pro rata fair market value of the real property, or rights thereto, including improvements, at the time of sale, whichever is higher. The pro rata fair market value shall be based on the proportions of the fund transfer amount applied toward the purchase of the property, or rights thereto, and the design and construction of improvements in proportion to the total purchase price of the real property, or rights thereto, and the cost of all improvements made prior to the time of sale. Page 5 of 17 EEM-2010(035) EXHIBIT C ARTICLE VII-Retention of Records/Audit Review Procedures 1. For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable, and other matters connected with the performance of the Agreement pursuant to Government Code 10532, APPLICANT, its contractors and their subcontractors and STATE shall each maintain all books, documents, papers, accounting records, and other evidence pertaining to the performance of this Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for four (4) years from the date of final payment under this Agreement. STATE, the State auditor, the Federal Highway Administration (FHWA), or any duly authorized representative of the Federal government shall have access to any books, records, and documents of APPLICANT that are pertinent to this Agreement for audits, examinations, excerpts, and transactions,and copies thereof shall be furnished by APPLICANT or its contractors, if requested. 2. Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not satisfactorily disposed of by agreement shall be reviewed by the Chairperson of the STATE Audit Review Committee (ARC). The ARC will consist of the Assistant Director,Audits & Security (Chairperson); Deputy Director of Transportation Engineering; the Chief Counsel, Legal Division, or their designated alternates; and two representatives appointment by the Director of Transportation from private industry whose role will be advisory in nature only and without voting rights. 3. Not later than 30 days after issuance of the final audit report,APPLICANT may request a review by the ARC of unresolved audit issues. The request for review will be submitted in writing to the Chairperson of the ARC. The request must contain detailed information of the factors involved in the dispute as well as justifications for reversal. A meeting by the ARC will be scheduled if the Chairperson concurs that further review is warranted. After the meeting, the ARC will make recommendations to the Chief Deputy Director. The Chief Deputy Director will make the final decision for STATE within one (I) month following the receipt of the notification of dispute or following the ARC meeting recommendation date,whichever is later in time. 4. Neither the pendency of a dispute nor its consideration by STATE will excuse APPLICANT from full and timely performance of its obligations in accordance with the terms of this Agreement. 5. Any subcontract entered into as a result of this Agreement shall contain all the provisions of this Article VII. 6. Expenditures of EEM program funds are subject to financial and compliance audits by the State Controllers Office and Caltrans Office of Audits and Investigations. These guidelines may be found in Caltrans Local Assistance Procedures Manual, Chapter 10, "Consultant Selection", Exhibit 10-N"Accounting and Auditing Guidelines for Contracts with Caltrans". Page 6 of 17 EEM-2010(035) EXHIBIT C ARTICLE VIII—Allowable Costs and Payments 1. The method of reimbursement authorized by STATE for PROJECT expenditures made by APPLICANT under this Agreement will be based on actual costs incurred. STATE will reimburse the STATE's PROPORTIONATE SHARE of actual costs (based on Section III of Exhibit A and including labor costs, employee benefits, travel, equipment rental costs, and other direct costs) incurred by APPLICANT in performance of the work. APPLICANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, fringe benefit rates, and other estimated costs set forth in APPLICANT's cost proposal (Exhibit Al) unless additional reimbursement is provided for by Agreement amendment. In the event that STATE determines additional work beyond that specified in APPLICANT's cost proposal and this Agreement is required to produce a satisfactory PROJECT, the actual costs reimbursable by STATE may be increased by Agreement amendment to accommodate that additional work. The maximum total costs as specified in Section III of Exhibit A of this Agreement, shall not be exceeded unless authorized by Agreement amendment. 2. Reimbursement for transportation and subsistence costs shall not exceed the rates to be paid nonrepresented/excluded State employees under then current State Department of Personnel Administration rules detailed in the Caltrans Travel And Expense Guide. 3. General and administrative PROJECT overhead is unallowable under the Resources Agency of California's Environmental Enhancement and Mitigation Program Procedures and Criteria guidelines. 4. Progress payments will be allowed and may be made no less than monthly in arrears based on PROJECT work performed and allowable incurred costs authorized as part of the PROJECT. 5. APPLICANT may not commence any reimbursable PROJECT development work or services or PROJECT capital outlay work before both program adoption and funding allocation by the California Transportation Commission and execution of this PROJECT agreement by both APPLICANT and STATE. Reimbursement is subject to annual appropriation by the Legislature in the State Budget for the Environmental Enhancement and Mitigation Program Fund. 6. APPLICANT will be reimbursed as promptly as fiscal procedures will permit upon receipt by STATE's Local Program Accounting office in the Division of Accounting of signed invoices. One original and two copies of the invoice(in the format shown in Exhibit C)shall be submitted after the performance of work for which APPLICANT is billing. Invoices shall include detailed backup information supporting the work performed. The final invoice must contain the final cost and all credits due STATE, including credits or reimbursements due STATE for any equipment purchased under the provisions of Article V of this Agreement. Progress and final invoices as well as the Final Project Expenditure Report shall be mailed to the Caltrans District Director,ATTN: District Local Assistance Engineer(DLAE), for invoice approval.The DLAE will forward invoices to the Accounting Office for payment. ARTICLE IX—Cost Principles 1. APPLICANT agrees to comply with: 1) The Resources Agency of California's Environmental Enhancement and Mitigation Program Procedures and Criteria, and 2) California Transportation Commission Guidelines for Allocating, Monitoring, and Auditing of Local Assistance Projects. Page 7of17 EEM-2010(035) EXHIBIT C 2. APPLICANT agrees to comply with the following,as applicable: A) The Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31 et seq., which shall be followed to determine the allowability of individual items of cost for which reimbursement is sought. BY 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments and Office of Management and Budget Circular A-87, Cost Principles for State and Local Governments.. C) Office of Management and Budget Circular A-122, Cost Principles for Nonprofit Organizations, which shall be used to determine costs of grants, contracts and other agreements with nonprofit organizations(excluding colleges,universities and hospitals). D) Office of Management and Budget Circular A-2I, Cost Principles for Educational Institution establishing principles for determining costs applicable to grants, contracts, and other agreements with educational institutions. E) Office of Management and Budget Circular A-110, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and other Nonprofit Organizations. 3. Any costs for which payment has been made to APPLICANT that are determined by subsequent audit to be unallowable under Paragraphs 1 and 2 of this Article IX are subject to repayment by APPLICANT to STATE. 4. Should any conflict exist between the STATE guidelines as described in Paragraph 1 and 2 of this Article IX, the following order will prevail and be applied as follows: 1)Resources Agency of California's Environmental Enhancement and Mitigation Program Procedures and Criteria; 2) California Transportation Commission Guidelines for Allocating, Monitoring, and Auditing of Local Assistance Projects, 3) 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31 et seq.; 49 CFR, Federal Acquisition Regulations System, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Government; OMB A-21, Cost Principles for Educational Institutions; OMB A-110, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and Other Nonprofit Organizations; OMB A-122, Cost Principles for Nonprofit Organizations; and OMB A-87, Cost Principles for State and Local Government. 5. Any subcontract entered into as a result of this Agreement shall contain all the provisions of this Article D:. 6. Should APPLICANT fail to reimburse moneys due STATE within thirty (30) days of demand, or within such other period as may be agreed between the parties hereto, STATE is authorized to withhold future payments due APPLICANT from any source, including but not limited to, the State Treasurer,the State Controller and the California Transportation Commission. Page 8 of 17 EEM-2010(035) EXHIBIT C ARTICLE X-Subcontracting 1. APPLICANT shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this Agreement shall be subcontracted without written authorization by STATE, except that which is expressly identified in APPLICANT's Cost Proposal (Exhibit Al). 2. Any subcontract in excess of $25,000, entered into as a result of this Agreement, shall contain all the provisions stipulated in this Agreement and shall be applicable to all subcontractors. 3. Any substitution of subcontractors must be approved in writing by STATE. • 4. Any subcontract entered into as a result of this Agreement shall contain all the provisions of this Article X. ARTICLE XI-Insurance 1. If the scope of APPLICANT services will not require APPLICANT or a subcontractor to enter upon STATE highway right of way, then the APPLICANT is not required to show evidence of general comprehensive liability insurance. 2. In the event that APPLICANT or an agent, contractor or subcontractor of APPLICANT will be present or working on STATE right of way, prior to commencement of the work described herein, the APPLICANT shall furnish to STATE a Certificate of Insurance stating that there is general comprehensive liability insurance presently in effect for APPLICANT and/or its agents, contractors, and subcontractors who will be working (in any manner) on STATE property with a combined single limit (CSL) of not less than one million dollars ($1,000,000)per occurrence. 3. The Certificate of Insurance must provide: A. That the insurer will not cancel the insured's coverage without 30 days prior written notice to the STATE. B. That the STATE, its officers, agents, employees, and servants are also included as additional named insureds, but only insofar as PROJECT operations under this Agreement are concerned. C.That STATE will not be responsible for any premiums or assessments on the policy. 4. APPLICANT agrees that all bodily injury liability insurance or self-insurance required herein shall be in effect at all times during the term of this Agreement. In the event said insurance coverage expires at any time or times during the term of this Agreement, APPLICANT agrees to provide, at least thirty (30) days prior to said expiration date, a new Certificate of Insurance or Certificate of Self-Insurance evidencing coverage as provided for herein for not less than the remainder of the term of the Agreement, or for a period of not less than one (1) year. New Certificates are subject to the approval of STATE and Department of General Services. In the event APPLICANT fails to keep coverage as herein provided in effect at all times, STATE may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event. Page 9 of 17 EEM-2010(035) EXHIBIT C 5. If APPLICANT is self-insured, the EEM PROJECT APPLICANT shall submit a Certificate of Self-Insurance asserting that APPLICANT is covered for all purposes of liability for all work performed hereunder. STATE and APPLICANT acknowledge that only one Certificate of Self- Insurance will be required and that APPLICANT must maintain that level of Self-Insurance [not less than one million dollars ($1,000,000)]. It is also understood that STATE, its officer,agents,employees, and servants, are included as covered for all purposes insofar as the operations of APPLICANT under this Agreement are concerned. ARTICLE XII-Miscellaneous Provisions 1. Neither STATE nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by APPLICANT under or in connection with any work, authority or jurisdiction conferred upon APPLICANT under this Agreement. It is understood and agreed that APPLICANT shall fully defend, indemnify and save harmless STATE and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation and other theories or assertions of liability occurring by reason of anything done or omitted to be done by APPLICANT under this Agreement. STATE reserves the right to represent itself in any litigation in which STATE'S interests are at stake. 2. APPLICANT, and the agents and employees of APPLICANT, in performance of this Agreement, shall act in an independent capacity and not as officers, employees or agents of STATE. 3. Following written notice and at least thirty (30) days to cure, STATE may terminate this Agreement with APPLICANT should APPLICANT fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, STATE may proceed with the PROJECT work in any manner deemed proper by STATE. If STATE terminates this Agreement with APPLICANT, STATE shall pay APPLICANT the sum of allowable costs due APPLICANT under this Agreement prior to termination, provided, however, that the cost of PROJECT completion to STATE shall first be deducted from any sum due APPLICANT under this Agreement, and the balance, if any, shall then be paid APPLICANT upon demand. 4. Without the written consent of STATE, this Agreement is not assignable by APPLICANT, either in whole or in part. 5. Time is of the essence in this Agreement. 6. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. 7. The consideration to be paid APPLICANT, as provided herein, shall constitute full compensation for all of APPLICANT's allowable approved costs and expenses incurred in the performance hereof,unless otherwise expressly so provided. Page 10 of 17 EEM-2010(035) EXHIBIT C S. APPLICANT warrants, by execution of this Agreement, that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by APPLICANT for the purpose of securing business. For breach or violation of this warranty, STATE has the right to annul this Agreement without liability, pay only for the value of the work actually performed, or in its discretion, to deduct from the price of consideration, or otherwise recover from APPLICANT, the full amount of such commission, percentage, brokerage, or contingent fee. 9. In accordance with Public Contract Code Section 10296, APPLICANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a Federal court has been issued against APPLICANT within the immediate preceding two-year period because of APPLICANT's failure to comply with an order of a Federal court that orders APPLICANT to comply with an order of the National Labor Relations Board. 10. APPLICANT shall disclose any financial, business, or other relationship with STATE, the Resources Agency, or the California Transportation Commission (CTC) that may have an impact upon the outcome of this Agreement. APPLICANT shall also list current associates or clients who may have a financial interest in the outcome of this Agreement. 11. APPLICANT hereby certifies that it does not now have nor shall it acquire any financial or business interest that would conflict with the performance of this Agreement. 12. APPLICANT warrants that this Agreement was not obtained or secured through rebates, kickbacks or other unlawful consideration either promised or paid to any STATE or Resources Agency employee. For breach or violation of this warranty, STATE shall have the right, in its sole discretion, to terminate the Agreement without liability, to pay only for the work actually performed, or to deduct from the Agreement price or otherwise recover the full amount of such rebate, kickback, or other unlawful consideration. 13. This Agreement is subject to any additional restrictions, limitations, conditions, or any statute enacted by the State Legislature or the Federal Government that may affect the provisions, terms, or funding of this Agreement in any manner. 14. This Agreement shall terminate on June 30, 2014 —with project completion and final invoicing done by April 30, 2014 —or upon the earlier completion of PROJECT, whichever is first earlier in time, except that APPLICANT duties regarding the continuing operations and maintenance of PROJECT property,credits due STATE, and indemnification of STATE shall survive. Page 11 of 17 EEM-2010(035) EXHIBIT C IN WITNESS WHEREOF,the parties have executed this Agreement by their duly authorized officers. STATE OF CALIFORNIA DEPARTMENT OF APPLICANT TRANSPORTATION 'BY 4,44-01A erg. i/e_lits By April Nitsos, Senior Transportation Engineer L' Office of Special and Discretionary Programs Division of Local Assistance \ 1. J 171111T1 &rcten) bir-eChr o+ I,L kAilOAcS 1120 "N" Street, Sacramento, California 95814 APPLICANT,Representative Name and Title C�+�� of-Representative Agenc 10300 lore Address tiperfln0 G4 'i of �-- City, $tate,ZIP 4J1l. 777 33'51— Telephone 3 TtTelephone No. -}7mrniv e cu ref E-mail address ./ Page 12 of 17 EEM-2010(035) EXHIBIT C EXHIBIT A-PROJECT DESCRIPTION AND FINANCING APPLICANT: City of Cupertino PROJECT NAME : Stevens Creek Corridor Park&Restoration Project, Phase 2 COUNTY: Santa Clara I. Project Location: Final segment of the trail between Stevens Creek Blvd.and McClellan Rd within the City of Cupertino. II. Project Description of Work Proposed (as set forth in Application No.): 035 Project will extend the regional multi-use Stevens Creek Trail, restore riverine and riparian habitat along 1,400 feet of Stevens Creek,and open 5 acres of parkland to the public. Approximately 1-1/4 acres will be planted with native riparian,wetland and oak woodland plantings,a local orchard opened to public access with a new trail, and wildlife habitat improved. The creek channel will be widened to create 550 feet of pool and riffle stream habitat.A new backwater wetland area will be constructed. Existing concrete and riprap channel armoring will be removed from the creek and the banks vegetated with native plantings. III Proposed Project Funding: A. ESTIMATED TOTAL PROJECT COST:$2,695,000.00 Is this amount different from that set forth in the APPLICATION? Yes X No B. PROJECT FINANCING: State Funding $ 245,000.00 = 9.10%of total project cost* Applicant Funding $2,450,000.00 =90.90% of total project cost Federal Funding(if any) $ 0.00 Total Project Funding $2,695,000.00 =100.00% of total project cost *NOTE: This percentage is referred to in this Agreement as the STATE's PROPORTIONATE SHARE of costs and will be used as the reimbursement ratio on the project. C.The maximum amount of STATE funding approved by the CTC that may be contributed to the PROJECT shall not exceed S 245,000.00. Page 13 of 17 EEM-2010(035) EXHIBIT C EXHIBIT Al -COST PROPOSAL (This must be completed by APPLICANT for all projects, except for acquisition-only projects, and returned with Applicant-State Agreement to the STATE) APPLICANT: City of Cupertino PROJECT NAME: Stevens Creek Corridor Park&Restoration Project, Phase 2 COUNTY: Santa Clara Direct Labor: $0 (labor rates must be calculated as actual dollar earned per hour and cannot include overhead costs) Classification Name Hours Rate Total Project Manager Total Direct Labor Costs Fringe Benefits: (Benefits,such as vacation,medical, and retirement, etc.,must be calculated as rates earned per hour) Other Costs:(itemize with description,quantity, unit price,and total cost;estimates acceptable) Travel Costs Equipment and Supplies Other Direct Costs Subcontractor Costs: See attached sheets (attach scope of work and detailed cost estimate for each subcontractor) Volunteer Services: $0 Classification Name Hours Rate Total Volunteer Total Volunteer Labor Costs Donations: $0 (itemize with description, quantity, unit price,and total cost;estimates acceptable) Materials $0 Other See attached sheet Total Project Cost: $2,695,000 See attached sheet Page l4 of 17 EEM-2010(035) EXHIBIT C EXHIBIT B FAIR EMPLOYMENT PRACTICES ADDENDUM 1. In the performance of this Agreement, APPLICANT will not discriminate against any employee for employment because of race, sex, color, religion, ancestry, or national origin. APPLICANT will take affirmative action to ensure that employees are treated during employment, without regard to their race, sex, color, religion, ancestry, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. APPLICANT shall post in conspicuous places, available to employees for employment, notices to be provided by STATE setting forth the provisions of this Fair Employment section. 2. APPLICANT will permit access to the records of employment, employment • advertisements, application forms, and other pertinent data and records by the State Fair Employment and Housing Commission, or any other agency of the State of California designated by the awarding authority, for the purposes of investigation to ascertain compliance with the Fair Employment section of this Agreement. 3. Remedies for Willful Violation: a) The State may determine a willful violation of the Fair Employment provision to have occurred upon receipt of a final judgment to that effect from a court in an action to which APPLICANT was a party, or upon receipt of a written notice from the Fair Employment and Housing Commission that it has investigated and determined that the APPLICANT has violated the Fair Employment Practices Act and had issued an order, under Labor Code Section 1426, which has become final, or obtained an injunction under Labor Code Section 1429. b) For willful violation of this Fair Employment Provision, STATE shall have the right to terminate this Agreement either in whole or in part, and any loss or damage sustained by STATE in securing the goods or services hereunder shall be borne and paid for by APPLICANT and by the surety under the performance bond, if any, and STATE may deduct from any moneys due or the thereafter may become due to APPLICANT, the difference between the price named in the Agreement and the actual cost thereof to STATE. Page 15 of 17 EEM-2010(035) EXHIBIT C AGREEMENT EXHIBIT C - SAMPLE OF EEM INVOICES (Prepare On Applicant's Letterhead) Date of Invoice (For all Invoices) Department of Transportation Billing No.:1,2,or Final Division of Local Assistance Invoice No:Local Agency's Invoice No. Name,District Director Project Completion Date: Final Date or District Local Assistance Engineer "Ongoing"(if not final) Tax Identification# Street Number County:County Name City,CA Zip Code Project Location Attn:District EEM Coordinator Advantage ID Reimbursement for Environmental Enhancement and Mitigation(EEM)funds is claimed pursuant to State Project No. EEM-20XX(X7O{),Applicant State Agreement No. ,Agreement date Description of work covered by this invoice: Preliminary Construction Acquisition and Construction Engineering Engineering Incidentals Total Costs to Date** Less:Nonparticipating Costs to Date Total State Participating Costs to Date • Reimbursement Ratio % % Total Reimbursement Less:Amount Claimed on Previous invoice Amount this Invoice Total Amount this Invoice ••Note:The State will make the payment(s)on a reimbursement basis of its proportionate share of actual costs incurred on the project to date after expenses and debts have been paid by the applicant;timesheets,mileage logs,invoices,receipts,cancelled warrants,and other documents as applicable are required by the State as supporting documentation prior to each reimbursement. • I certify that the work covered by this Invoice has been completed in accordance with approved plans and specifications;the costs shown in this Invoice are true and correct;including retention as reflected above,is due and payable accordance with the terms of the agreement. Signature,Title and Unit of Local Agency Representative Phorie No. Contact Name(for questions about this invoice) Phone No. Page 16 of 17 EEM-2010(035) EXHIBIT C AGREEMENT EXHIBIT D - FINAL PROJECT EXPENDITURE REPORT (Prepare On Applicant's Letterhead) Name, District Director Department of Transportation Street or P.O.Box City,CA,Zip Code Attention:Name, District Local Assistance Engineer Final Project Expenditure Report Description/Location of Work: Project Completion Date: Expenditure Authorization: Project Number: State-Local Entity Agreement Number: State Funds Allocated: Expenditure Incurred: Total S A. Payment to Contractor (Attach final pay estimate) B. Other Project Costs: Preliminary Engineering Construction Engineering Any Additional Construction Right of Way(Capital and Support) C. Liquidated Damages D.Outstanding Contractors Claims E.Others (specify) Sources and Amounts of Additional Funds Used: State Funds Allocated But Not Used: CERTIFICATION I hereby certify that: To the best of my knowledge and belief,the information in this report is a true and accurate record of project costs. The work was performed in accordance with the CTC approved scope and state funding for the project. Title and Unit of Local Agency Representative PROJECT VERIFICATION: This verification of completion also constitutes approval to pay costs shown in the Final Invoice included in the Report of Expenditures. I have reviewed the job site and found the project completed in accordance with the scope and description of the project authorization document. District Local Assistance Engineer Date: Page 17 of 17 EE.M•2010(035) CITY OF ` / P.O.#la mac dr AGREEMENT BETWEEN CITY OF CUPERTINO AND CUPERTINO JANA SOKALE FOR ENVIRONMENTAL SERVICES FOR S NS CREEK CORRIDOR PARK AND RESTORATION PHASE 2 I93 I S AGREEMENT is made and entered into this(fre day of peon.,ge& , 2011 by and between the City of Cupertino, a municipal corporation,hereinafter referred to as CITY and Jana Sokale,hereinafter referred to as CONSULTANT. RECITALS WHEREAS, CITY desires to obtain Environmental consultant services including environmental planning and ecological, permitting, grant and related project support for Stevens Creek Corridor Park and Restoration Phase 2, (hereinafter referred to as Project); and, WHEREAS, CITY requires certain consultant Services in connection with Project (hereinafter referred to as Services); and, WHEREAS, CONSULTANT has the necessary expertise, qualifications and skill to perform the Services required and is prepared to provide such Services; and, NOW, THEREFORE, the purpose of this Agreement is to retain Jana Sokale as CONSULTANT to CITY to perform those Services specified in Exhibit A of this Agreement, and the parties hereby agree as follows: Section 1. Scope of Services CONSULTANT shall perform those Services specified in Exhibit A, titled "Scope of Services and Fee Proposal", which is attached hereto and incorporated herein. Section 2. Term of Agreement The term of this Agreement shall have commenced on December 1, 2011 and continue through May 31, 2013. In the event that the Services called for under this Agreement are not completed within the time specified, the CITY may extend the time for completion. Section 3. Schedule of Performance The Services of CONSULTANT are to be completed in a timely manner acceptable toithe City. CONSULTANT is not responsible for delays beyond CONSULTANT's reasonable control. Section 4. Compensation The compensation to be paid to CONSULTANT for professional Services and reimbursable expenses shall be based on Time and Material not to exceed Thirty Seven Thousand Dollars and No Cents ($ 37,000.00) for Basic Services and Reimbursable Expenses. The rate of payment is set out in Exhibit A, titled "Scope of Services and Fee Proposal", which is attached hereto and incorporated herein. Section 5. Method of Payment 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. Section 6. Independent Contractor It is understood and agreed that CONSULTANT, in the performance of the Services, shall act as and be an independent contractor and not an agent or employee of CITY; and as an independent contractor, CONSULTANT shall obtain no rights to retirement benefits or other benefits which accrue to CITY's employees, and CONSULTANT hereby expressly waives any claim it may have to any such rights. Section 7. No Third Party Rights CONSULTANT's Services under this Agreement are intended for the sole benefit of City and shall not create any third party rights or benefits. Section 8. Project Coordination A. CITY: Director of Public Works shall be representative of CITY for all purposes under this Agreement. The Park Restoration and Improvement Manager, is hereby designated as the Director of Public Works' designee and Project Manager, and shall supervise the progress and execution of this Agreement. B. 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 Manger for any reason, the CONSULTANT Project Manager designee shall be subject to the prior written acceptance and approval of the City Project Manager. The designated CONSULTANT Project Manager shall be Jana Sokale. Environmental Services Agreement Jana Sokalc 2 Section 9. Assignability/Subconsultants/ Employees The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement or the performance of any obligations hereunder, without the prior written consent of CITY, and any attempt by CONSULTANT to so assign this Agreement or any rights, duties,or obligations arising hereunder shall be void and of no effect. CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the Services of CONSULTANT hereunder. No subconsultant of CONSULTANT will be recognized by CITY as such; rather, all subconsultants are deemed to be contractors of CONSULTANT, and it agrees to be responsible for their performance. CONSULTANT shall give its collective professional attention to the fulfillment of the provisions of this Agreement by all of its employees and subconsultants, if any, and shall keep the work under its control. If any employee or subconsultant of CONSULTANT fails or refuses to carry out the provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, such employee or subconsultant shall be discharged immediately from the work under this Agreement on demand of CITY. Section 10. 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. • Environmental Services Agreement Jona Sokale 3 Section 11. Insurance Requirements CONSULTANT shall furnish to CITY,within 15 days following the execution of this Agreement, the required certificates and endorsements to provide CITY satisfactory proof that CONSULTANT has taken out for the entire period required by this Agreement, as further described below, the following insurance and endorsements, in a form satisfactory to CITY and with an insurance carrier satisfactory to CITY, authorized to do business in California and rated by A. M. Best& Company "A"or better, financial category size FSC Class VII or better or that is otherwise acceptable to CITY,which will protect those described below from claims described below which arise or are alleged to have arisen out of or result from the acts or omissions of CONSULTANT for which CONSULTANT may be legally liable,whether performed by CONSULTANT, or by those employed directly or indirectly by it, or by anyone for whose acts CONSULTANT may be liable: A. Workers' Compensation and Employer's Liability Insurance: Workers' compensation insurance indicating compliance with State's workers' compensation laws and employer's liability insurance with a minimum of one million dollars ($1,000,000.00) per accident for injury, death or disease to any employee. The policy shall contain an endorsement waiving all rights of subrogation against CITY, its officers, officials, employees or volunteers. In the event CONSULTANT is self- insured, it shall furnish Certificate of Permission to Self-Insure signed by Department of Industrial Relations Administration of Self-Insurance, State of California. B. Professional Liability, General Liability and Automobile Liability Coverage: 1. Automobile Liability Insurance shall include coverage for bodily injury and property damage for owned (if any), hired and non-owned vehicles and shall not be less than one million dollars ($1,000,000.00), combined single limit for any one occurrence. 2. Comprehensive or Commercial General Liability Insurance shall include coverage for bodily injury, property damage and personal injury for premises operations, product/completed operations and contractual liability. The amount of the insurance shall not be less than one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) aggregate, combined single limit. (Claims made policies are not acceptable.) CONSULTANT shall also provide aggregate limits per project endorsement and primary insurance endorsement. 3. Professional liability Insurance (including Contractual Liability) shall include coverage for claims for professional acts, errors or omissions and shall not be less than one million dollars ($1,000,000.00) per claim, and two million dollars ($2,000,000.00) in the aggregate. This coverage shall be maintained for a period of 5 years after completion of the Agreement. C. Additional Insurance Provisions 1. CITY shall have the right to inspect or obtain a copy of the original policies of insurance. Environmental Sex-vices Agreement Jana Sokale 4 2. On CONSULTANT's Commercial General Liability policy and Automobile Liability Policy, CITY of Cupertino and their affiliates, directors, officers, officials, partners, representatives, employees, consultants, subconsultants and agents, shall be named as additional insured, but only with respect to liability arising out of work or operations performed by or on behalf of CONSULTANT including materials; parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to CONSULTANT's insurance (at least as broad as ISO Form CG 20 37 07 04 or CG 20 10 11 85),as a separate Owner's and CONSULTANT's Protective Liability Policy, or on the Entity's own form. 3. The general, auto, and professional liability policies shall be endorsed to provide primary insurance coverage for all claims related to the Services provided under this contract. 4. The certificate of insurance shall state the policy will not be cancelled without thirty (30) days prior written notice to CITY. 5. All policies, endorsements, certificates, and/or binders shall be subject to approval by CITY as to form and content. These requirements are subject to amendment or waiver if so approved in writing by CITY. 6. If CONSULTANT fails to maintain any required insurance, CITY may take out such insurance, and deduct and retain amount of premium from any sums due CONSULTANT under this Agreement. 7. Professional liability insurance coverage is required if CONSULTANT is providing a service regulated by the State of California. Section 12. Nondiscrimination CONSULTANT shall not discriminate, in any way, against any person on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin in connection with or related to the performance of this Agreement. Section 13. Termination A. CITY or CONSULTANT shall have the right to terminate this Agreement without cause, by giving not less than thirty (30) days prior written notice of termination. B. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, CITY may terminate this Agreement upon thirty (30) days prior written notice if CONSULTANT fails to take steps to correct such failure within the notice period. C. The Director of Public Works is authorized to terminate this Agreement on behalf of CITY. Environmental Services Agreement Jana Sokoto 5 D. In the event of termination, CONSULTANT shall deliver to CITY, copies of all reports, documents, and other work performed by CONSULTANT under this Agreement, and upon receipt thereof, CITY shall pay CONSULTANT for Services performed and reimbursable expenses incurred to the date of termination. Section 14. Governing Law CITY and CONSULTANT agree that the law governing this Agreement shall be that of the State of California. Section 15. Compliance With Laws Consistent with its professional standard of care, CONSULTANT shall comply with all applicable federal, state, and local laws, rules, regulations, orders, codes, criteria and standards. CONSULTANT shall procure the permits, certificates, and licenses necessary to allow CONSULTANT to perform the Services described in Exhibit A. CONSULTANT is required to pay prevailing wage where applicable. Section 16. Confidential Information All data, documents, discussions, or other information developed or received by or for CONSULTANT in performance of this Agreement are confidential and not to be disclosed to any person except as authorized by CITY, or as required by law. Section 17. Ownership of Materials. Any interest (including copyright interests) of CONSULTANT or its subconsultants, in studies, reports, memoranda, computational sheets, plans,plans or any other documents (including electronic media)prepared by CONSULTANT or its subconsultants at any time in connection with the Services, shall be immediately upon its creation, the property of CITY. To the extent permitted by Title 17 of the United States Code, work product produced under this Agreement shall be deemed works for hire and all copyrights in such works shall be the property of CITY. In the event that it is ever determined that any work and any former works created by CONSULTANT or its subconsultants under this Agreement are not works for hire under U.S. law, CONSULTANT hereby assigns to CITY all copyrights to such works when and as created. With CITY's prior written approval, CONSULTANT may retain and use copies of such works for reference and as documentation of experience and capabilities. 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 reuse of or modification to the documents. Environmental Services Agreement Jana Sokale 6 Section 18.No Waiver. The granting of any payments, and any inspections, reviews, approvals or oral statements by any CITY representative, or certification by any governmental entity, shall in no way limit CONSULTANT's obligations under this Agreement. Either party's waiver of any breach, or the omission or failure of either party, at any time, to enforce any right reserved to it, or to require strict performance of any provision of this Agreement, shall not be a waiver of any other right to which any party is entitled, and shall not in any way affect, limit,modify or waive the party's right thereafter to enforce or compel strict compliance with every provision hereof. This Agreement may not be modified, nor may compliance with any of its terms be waived, except by written instrument executed and approved by fully authorized representatives of CITY and CONSULTANT. Section 19. CONSULTANT's Books and Records A. CONSULTANT shall maintain any and all ledgers, books of accounts, invoices, canceled checks, and other records or documents evidencing or relating to charges for Services, or expenditures and disbursements charged to CITY for a minimum period of three (3)years, or for any longer period required by law, from the date of final payment to CONSULTANT pursuant to this Agreement. B. CONSULTANT shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Attorney, City Manager, or a designated representative of any of these officers. Copies of such documents shall be provided to CITY for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at CONSULTANT's address indicted for receipt of notice in this Agreement. D. Where CITY has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment, or termination of CONSULTANT's business, CITY may, by written request by any of the above-named officers, require that custody of the records be given to CITY and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by CONSULTANT, CONSULTANT's representatives, or CONSULTANT's successor-in-interest. Environmental Services Agreement Jana Sokale 7 Section 20. Interest of CONSULTANT CONSULTANT covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise,which would conflict in any manner or degree with the performance of the Services hereunder. CONSULTANT further covenants that, in the performance of this Agreement, no subconsultant or person having such an interest shall be employed. CONSULTANT certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of CITY. It is expressly agreed that, in the performance of the Services hereunder, CONSULTANT shall at all times be deemed an independent CONSULTANT and not an agent or employee of CITY. Section 21. 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. 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 13 of this Agreement. Section 22. Notices All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be personally served or mailed,postage prepaid and return receipt requested, addressed to the respective parties as follows: To CITY: Gail Seeds Park Restoration and Improvement Manager City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 408-777-1334 e-mail: Gails@cupertino.org To CONSULTANT: Jana Sokale 7788 Hazelnut Drive Newark, CA 94560 510-739-3490 e-mail: JanaSLC@aol.com Notice shall be deemed effective on the date personally delivered or, if mailed,three (3) days after deposit in the mail. Environmental Services Agreement Jana Sokale 8 • Section 23. Venue In the event that suit shall be brought by either party hereunder, the parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara, or where otherwise appropriate, exclusively in the United States District Court for the Northern District of California, San Jose, California. Section 24. Agreement Binding/Prior Agreements and Amendments The terms, covenants, and conditions of this Agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and subconsultants of both parties. This Agreement, including all Exhibits attached hereto, represents the entire understanding of the parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may only be modified by a written amendment duly executed by the parties to this Agreement. Section 25. Costs and Attorneys Fees The prevailing party in any action brought to enforce the terms of this Agreement or arising out of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with such an action from the other party. Section 26. Electronic Transmission of Information From time to time, CONSULTANT may be directed to transmit information to CITY, or ' CITY's other Consultants, or CITY's Contractor via electronic transmission. CITY, or CITY's other Consultants, or CITY's Contractor shall not be entitled to and CITY hereby agrees not to alter or modify any such information without the express consent of CONSULTANT. Similarly, CITY, or CITY's other Consultants, or CITY's Contractor shall not use any information for any purpose not expressly covered by this Agreement. CONSULTANT shall not be responsible for any destruction or corruption of such information during or after transmission to CITY, or CITY's other Consultants, or CITY's Contractor and shall be entitled to appropriate additional compensation in the event re-transmission or re-creation is required. Notwithstanding the foregoing, CITY's Contractor may use electronically transmitted information to prepare submittals, as-built drawings and record drawings. CONSULTANT shall not be responsible for any changes made by the Contractor or for the Contractor's work product. Section 27. Dispute Resolution Any dispute related to the Services hereunder shall be resolved by the parties pursuant to applicable law. Environmental Services Agreement Jana Sokale 9 P.O. # 52L.C2_Z WITNESS THE EXECUTION HEREOF on the day and year first herein above written. AP' 'OVE I AS TO FORM: CITY OF CUPERTINO J1 a municipal corporation Ci • •ttomey, Carol Korade ,� datel7/3A/ hector of Public Works,Timm Borden •ttest: .. ilii _/. date /0,7/W" NOTARY PUBLIC CERTIFICATION City Cler•j'vn I erly Smith. State of California 10300 Torre Avenue County of 46�e di Cupertino, CA 95014 408-777-3223 On_de/ m )2, /y WI) ,before me n- D � � CONSULTANT V/'/23 Notary Public,personally appeared JANA SOKALE who proved to me on the basis of satisfactory evidence to be the person(s) By: whose name (s) Ls art;subscribed to the within instrument and acknowledged to me that ie/ e/they executed the same T� I in Kis/ ,1 capacity (ies), and that ate: yiolc,,wvl 10 , 2011 by hi5/OP their signature(s) on the Name: 07i-u AK 4-1 instrument the person (s) or the entity upon behalf of which the person(s) Title: r-Pr 0. c tad f acted, executed the instrument. I certify under PENALTY OF PERJURY Tax I.D.No.: 033-38—39 Y 8 under the laws of the State of California 7788 Hazelnut Dr.,Newark, CA 94560 that the foregoing paragraph is true and correct. Phone: 510-793-3490 WITNESS my hand an' • ' cial seal. I Vs Contract Amount: $ 37,000.00 Signa-. - '6"--Notary Public Account No.: 427-9134-9300 9702/9/0 PAt r, comm.#1946083a. 4603L L. ( �r!'an j.: _7 NOTARY PUBLIC•CALIFORNIAN Environmental Services it,• ALAMEDACOUNTY Jana Sokale '�_. � My Comm Expires JULY 30, 5 EXHIBIT A SCOPE OF SERVICES AND FEE PROPOSAL Stevens Creek Corridor Park and Restoration Project,Phase 2, This proposal is for environmental services including environmental planning and ecological, permitting, grant and related project support for Stevens Creek Corridor Park and Restoration Project, Phase 2. Basic Services shall include all professional services required to perform the scope of work outlined herein. TASK I: GRANT DEVELOPMENT and ADMINISTRATION 1. Prepare grant application materials as requested for a funding program such as Transportation Fund for Clean Air(TFCA), Stewardship Council or other opportunities. Develop grant application strategies and funding request levels. As requested, prepare table of contents, cover letter, project summary, exhibits and narrative responses to the evaluation criteria questions. 2. Assist City with reporting and grant administration requirements for Environmental Enhancement and Mitigation (EEM) grant program, Santa Clara Valley Water District Trails and Open Space Program and Environmental Enhancement Implementation Program, California River Parkways Program, Transportation Development Act Article 3 Program,Valley Transportation Authority Project Readiness Initiative Program, and others as needed. 3. Prepare support materials for other pending and potential future grantors and grant programs as requested including Habitat Conservation Fund Program, TFCA or others. 4. Provide support and additional follow-up for current,pending and upcoming grants; provide exhibits and data,provide responses to grantor questions, attend site visits with grantors, and provide other services as needed. Estimated hours: 72 Estimated fee: $6,360 TASK II: ENVIRONMENTAL AND ECOLOGICAL SERVICES 1. Prepare Supplemental Biological Assessment(BA) suitable for submittal to NOAA Fisheries. Supplemental BA is to be based on the Phase 1 BA and supported by recently updated information that has been developed subsequent to Phase 1. It is anticipated that the updated information will be provided as appendices. 2. Assist City with meeting requirements of NOAA Fisheries for this project. Requirements may include fish relocation plan, stream diversion and dewatering plan, field reviews, and other required tasks and submittals. 3. Assist City with meeting the goals, requirements and mitigations included in the Mitigated Negative Declaration for this project. Review project plans, specifications for conformance with the criteria. 4. Assist with implementation of native restoration planting goals for project. Assist City with: • Developing a suitable native plant palette • Developing restoration planting layouts and reviewing plans and specifications for restoration plantings • Oversight of contract growing effort including potential substitutions or modifications. 5. Assist City in evaluating opportunities and methods to interplant and manage orchard areas for improved wildlife values, including strategies such as 'wild farming', `hedgerow', and organic agriculture strategies. Exhibit A,Environmental Service Agreement Jana Sokale Page 1 of 2 6. Assist City in developing and implementing methods for removal of invasive plants such as ivy, vinca, arundo, Himalayan blackberry, and Johnson grass, and other species. City may use San Jose Conservation Corps,Elmwood crews, staff, rangers, volunteers, contractors or a combination of resources. Assist in developing and implementing simple method to quantify removals. 7. Evaluate project concepts, design,plans and specifications for wildlife suitability and habitat values. Provide input to design team as requested. 8. Assist City and project team in addressing potential wildlife and habitat impacts and opportunities involved in project. Estimated hours: 142 Estimated fee: $17,750 TASK III: PERMITTING SERVICES 1. Assist City with Army Corps of Engineers permitting process. An Individual Permit and Section 7 consultation with NOAA Fisheries is expected to be needed for this project. Prepare application materials, meet with Corps and NOAA Fisheries staff, and coordinate with involved parties. 2. Assist City with California Department of Fish and Game permitting process. A Streambed Alteration Agreement is expected to be needed for this project. Prepare application materials, meet with Fish& Game staff, and coordinate with involved parties. 3. Assist City with the California Regional Water Quality Control Board permitting process. A Clean Water Act Section 401 Water Quality Certification is expected to be needed for this project. Prepare application materials, meet with RWQCB staff, and coordinate with involved parties. 4. Assist City with other permitting agency application processes as requested. Additional permits anticipated for this project include Santa Clara Valley Water District permit, Cupertino Sanitary District permit, Streamside Development permit, City Tree Removal permit and others as needed. Estimated hours: 84 Estimated fee: $9,060 TASK IV: PROJECT SUPPORT 1. Provide on-call services to assist with the Phase 2 project activities. Services may include working with the design team, grantors, regulators and stakeholders regarding project design and features, mitigation measures,permitting and regulatory aspects, grantor requirements, and other elements that influence the project design and implementation. Estimated hours: 28 Estimated fee: $3,500 FEE PROPOSAL The cost for basic services will not to exceed $36,670 without prior written authorization.A reimbursable expenses allowance of$330 is suggested. The total contract cost for the services described above will not exceed $37,000. The City of Cupertino will be billed on a time and materials basis. Exhibit A,Environmental Service Agreement Jana Sokale Page 2 of 2 Jana Sokale Environmental Planning • 7788 Hazelnut Drive Newark, California 94560 Phone (510) 793-3490 FAX (510) 795-1533 JanaSLC@aol.com SCHEDULE OF CHARGES FOR CONSULTING SERVICES 2011 Consulting Fees Hourly Rate Principal Planner $125.00 Principal Biologist $125.00 Grant Writer $ 95.00 Senior Biologist $ 95.00 Senior CAD Operator $ 90.00 Technical Assistant $ 85.00 Graphic Designer/Illustrator $ 75.00 Copy Editor $ 65.00 Word Processor $ 55.00 Reimbursable Expenses Travel Expenses Fazes for commercial carriers, charges for rental cars and travel expense accounts 1.10 x actual cost Other Direct Expenses Cost of copies of drawings, reports and other Documents, photographic reproduction of drawings and film processing. 1.10 x actual cost Charges for Office Equipment Use Fax 1.50 per page Copying 0.15 per page Mileage 0.50 per mile Statements for consulting services shall be issued every four weeks for payment within 30 days of receipt.Late fees will be assessed at 5% per month on unpaid balances after 30 days. Environmental Planning and Fund Development