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13-112 Deborah Ellis, Consulting Service for Stevens Creek Corridor Park & Restoration Phase 2, Arborists Services / OFFICE OF THE CITY CLERK ri) CITY HALL 10300 TORRE AVENUE •CUPERTINO, CA 95014-3255 94. TELEPHONE: (408) 777-3223• FAX: (408) 777-3366 WEBSITE: www.cupe-tino.org CUPERTINO July 24, 2013 Deborah Ellis P.O. Box 3714 Saratoga, CA 95070-1714 RE: Agreement Enclosed for your records is a fully executed original copy of your agreement with the City of Cupertino. If you have any questions, please contact the Public Works Department at (408) 777-3354. Sincerely, Dorothy Steenfott Senior Office Assistant City Clerk's Office Enclosure cc: Public Works AGREEMENT BETWEEN THE CITY OF CUPERTINO AND DEBORAH ELLIS FOR CONSULTANT SERVICES FOR STEVENS CREEK CORRIDOR PARK AND RESTORATION PHASE 2 V,cr30 THIS AGREEMENT, for reference dated July 1, 2013, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and Deborah Ellis, Consulting Arborist and Horticulturist, a sole proprietor, whose address is P.O. Box 3714, Saratoga, CA 950704714 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability,background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on the date this agreement is executed and shall terminate on December 31, 2014, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit"A". titled "Scope of Services and Schedule" which is attached hereto and incorporated herein by this reference. Cupertino—Deborah Ellis Agmt. Page 1 of 12 3. SCHEDULE OF PERFORMANCE: The Services of Consultant are to be completed according to the schedule set out in Exhibit A, titled "Scope of Services and Schedule", which is attached hereto and incorporated herein by this reference. 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed Twelve Thousand Dollars ($12,000.00). The rate of payment is set out in Exhibit B, titled "Fee Schedule", which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase, clearly stating as a minimum the total Contract amount, amount paid to date, percent complete and amount due. 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 7. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The mariner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. Cupertino—Deborah Ellis Agmt. Page 2 of 12 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 9. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 10. PROJECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under this Agreement. Gail Seeds is hereby designated as the Director of Public Works' designee and Project Manager, and shall supervise the progress and execution of this Agreement. CONSULTANT: Consultant shall assign a single Consultant Project Manager to have overall responsibility for the progress and execution of this Agreement for Consultant. Should circumstances or conditions subsequent to the execution of the Agreement require a substitute Consultant Project Manager for any reason, the Consultant Project Manager designee shall be subject to the prior written acceptance and approval of the City Project Manager. The designated Consultant Project Manager shall be Deborah Ellis. 11. HOLD HARMLESS: Indemnification: A. Claims for Professional Liability. Where the law establishes a standard of care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, with respect to all Cupertino-Deborah Ellis Agmt. Page 3 of 12 services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole negligence or willful misconduct of City, its agents or employees. B. Claims for Other Liability. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. 12. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 12A, B, C, D and E. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as Cupertino-Deborah Ellis Agmt. Page 4 of 12 additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate - all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of$1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least$1,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. Cupertino—Deborah Ellis Agmt. Page 5 of 12 C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 13. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 14. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and Cupertino-Deborah Ellis Agmt. Page 6 of 12 outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed a an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 15. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names are included in this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 16. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 17. REPORTS: A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other City projects as appropriate. C. Consultant shall, at such time and in such form as City may Cupertino—Deborah Ellis Agmt. Page 7 of 12 require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. F. Electronic and hard copies of Consultant's work product shall constitute the Project deliverables. Plans to be in CAD and PDF formats, and other documents to be in Microsoft Word and PDF formats. City holds Consultant harmless for any modifications to the documents. 18. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3)years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 19. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter Cupertino—Deborah Ellis Agmt. Page 8 of 12 provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Director of Public Works All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Deborah Ellis P.O. Box 3714 Saratoga, CA 95070-1714 20. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. In the event of termination, Consultant shall deliver to City, copies of all reports, documents, and other work performed by Consultant under this Agreement. 21. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 22. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those Cupertino—Deborah Ellis Agmt. Page 9 of 12 authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 23. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 24. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 22. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 25. 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 19 of this Agreement. 26. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Cupertino-Deborah Ellis Agmt. Page 10 of 12 Agreement shall be amended to make such insertion on application by either party. 27. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 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 an ad Mitigation (EEM) Program. A copy of the agreement marked Exhibit C is attached hereto and incorporated herein by reference. Cupertino-Deborah Ellis Agmt. Page 11 cf 12 P.O. No.: t700 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. 3 io CONSULTANT CITY OF CUPERTINO Deborah Ellis, Consulting A Municipal Corporation Arborist & Horticulturist / • By I� r _ Timm Borden, Director of Public Works Name P - ((i E/)j 5 f Date 7 I (S!I Title prt nLipu Date 7 —/8 -ZO0 Tax I.D. No.: APPROVED AS TO FORM: Address: P.O. Box 3714 Saratoga, CA 95070-1714 i/ h ,,. Carol Korade, City At :rney ATTEST: Grace Schmidt, City Clerk 7 �kt (i 3 Contract Amount: $12,000.00 Account No. : 427-9134-9300 ,, / Cupertino—Deborah Ellis Agmt. Page 12 of 12 EXHIBIT A SCOPE OF SERVICES and SCHEDULE The City of Cupertino is implementing construction of the Stevens Creek Corridor Park and Restoration Phase 2 project. On site construction is estimated to become active by early July 2013 and continue for 7 months. The majority of work that may affect trees is expected to occur during the first four months of construction activity. TASKS and TIMING Provide at least one tree inspection per month during July through October 2013 reviewing compliance with project tree protection measures, followed by a written report with action items. Conduct tree protection meeting on site with general contractor and involved subcontractors. Conduct tree protection fencing meeting prior to fencing installation with general contractor and fencing contractor during week prior to commencement of on-site work (may be combined with the above meeting). Check and report on the adequacy of tree protection fencing prior to proceeding with earthwork. Provide on-call site visits to review tree protection issues that arise during construction Review plan revisions, change orders, or field authorizations; provide comments via email or by written report on letterhead as requested. Provide guidance on tree trimming to provide clearance for construction equipment. Provide guidance on site when work is being conducted in or near tree protection zones. Assist in root evaluation and dealing with rooi:s during construction activities. Provide arborist services on an on-call basis. Total Fee Estimate: $12,000.00 Cupertino—Deborah Ellis Agmt. Page A 1 Exhibit A Deborah Ellis, MS Consulting Arborist& EXHIBIT B Horticulturist ,Seri ice sinLe 19ba FEE SCHEDULE Rates effective 1/15/2013, revised annually each January. (Rev. 1/14/13) • Labor: (billed either hourly as described as follows, or on a flat fee per job basis per quote). Hourly (billed in minimum increments of 15 minutes) $180.00 per hour for all in and out-of-office work including travel portal to portal from my office in Saratoga. Associate work is billed at half of this rate($90.00/hour). There is no charge for car mileage. All time spent traveling, on site and for office work is billable. Two hour minimum billing per lob. Examples of work include but are not limited to: site visits & evaluations, research, report writing, phone, email or in-person correspondence with the client or others working on the client's behalf(such as City planning department personnel, architects, contactors, etc.), revisions to plans or documents and any other work done on the client's behalf for their job or case. Per Diem rate for work requiring overnight stays is$1500.00 per day ($750 for Associate) plus travel (e.g. airfare, rental car),lodging any other necessary expenses. ➢ Rush Work or After-Hours Work (Before 6am or after 6pm), weekends or national holiday: add 20%to the regular labor rate. ➢ Goods or Services purchased on behalf of the client are charged at cost plus a 10% markup. ➢ Legal Case Work is billed at the same rates as above except deposition and court testimony time is billed at $280.00 per hour. All legal case work must be prepaid. A retainer fee is required; the amount dependent upon the circumstances of the case as determined by Deborah Ellis, who will also supply the retainer agreement letter. ➢ Retainer fees may also be required for work in controversial non-legal cases. • Advanced Tree Decay/Structural condition evaluations: Customized Quotes are provided for individual trees or groups of trees based upon tree size, location/access, the number of tests, the detail level of the written report supplied and other specific circumstances. ➢ Tomography (sonic and/or electric scans of tree trunks or large branches) produce color-coded tomographic image of wood density similar to an MRI). See Advanced Tree Structural Diagnostics on my web site at: http://www.decah.com/picus.html ➢ Resistance drilling (resistance drill (Resistograph rm)that produces a graph of wood density). Please note that interpretation of the graphs and images produced by the above instruments is an inexact science that is often difficult and somewhat subjective—results and recommendations based upon information obtained from the use of these instruments cannot be guaranteed. The client must assume all risk associated with the results and recommendations based upon the use of these instruments and diagnostic techniques. ➢ DNA Analysis/Identification of specific wood decay fungi via wood shaving samples sent to U.C. Berkeley Wood Decay Diagnostic Laboratory • Invoices are sent upon completion of lob or bi-monthly depending upon the nature and extent of the lob. A 1.5% re-invoicing charge is applied to late payments. • A completed and signed work authorization/contract is required prior to or upon commencement of work. D. Ellis will supply this contract unless otherwise agreed. PO Box 3714, Saratoga, CA 95070. 408-725-1357. decah@pacbell.net. http://www.decah.com. EXHIBIT C "_ FOR CALTRANS USE: I hereby certify upon my own personal knowledge that budgeted funds are available for this encumbrance. i Accounting Officer Date: 4i4/ Chapter Statutes Item Fiscal Program BC Category Fund $ Year Source ' ILA 6i2 1)7,14,, ,)t.:i( rx x` � ,§1 t` 1 �I tC` `,4 APPLICANT-STATE AGREEMENT NO. 04-20-035 ENVIRONMENTAL ENHANCEMENT AND MITIGATION (EEM) PROGRAM STATE PROJECT NUMBER: EEM-2010(035) 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 1. 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 1 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 Iocal 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 1. 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 APPLICANT's 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 11, 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 4of17 EEM-2020(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 STALE. 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. Page5ofl7 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 (1) 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 biking. 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: I) 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 7 of 17 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. B) 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-21, 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 I 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 IX. 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 8of17 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 :erm 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 IOofl7 EEM-2010(035) EXHIBIT C 8. 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 STA'T'E, 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' l) t By April Nitsos, Senior Transportation Engineer Office of Special and Discretionary Programs Division of Local Assistance '?;mm orc -en) bi'r-ecfor- of f lrn ti o cc 1120"N" Street, Sacramento, California 95814 APPLICANT Representative Name and Title C1 i- o ( uper-1i Agenc JO 300 I0rre 4env� Ad ress vraethno ( - cis-31 d-- City, State,ZIP 4-v e)- 777 33'5-1-- Telephone No. n1rYt�� J��r 1,r1J . (fr' E-mail address r J Page I2 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 14 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 Dale 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(XXX),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 Phone 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 F.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$ A. Payment tc 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 EEM-2010(035) CONSU-1 OP ID: MR A - CERTIFICATE OF LIAE3ILITY INSURANCE DATE(MM/DD/YYYY) 06/26/13 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 408-354-3030_NAME: Joan Fabricius-Lyons Integra Insurance Services,lnc 408-354-3454 PHONE 408-335-1203 FAX No):408-354-3454 14107 Winchester Blvd Suite V _(A/C,No,Ext): E-MAIL Ions inte ra-insurance.com Los Gatos,CA 95032 ADDRESS:.1 Y @ 9 Marshall W.Godfrey INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:CNA Insurance 20427 INSURED Consulting Arborist INSURER B: Horticulturist LLC PO Box 3714 INSURER C: Saratoga,CA 95070 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADOLISUBR W POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSR i VD POLICY NUMBER _ I(MM/DD/YYYY) (MMIDD/YYYY) GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 B4034633086 07/30/12 07/30/13 DAGE TO N A X COMMERCIAL GENERAL LIABILITY X PREAMMISES(Ea RE occurrenceTED ) $ 300,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000$ X POLICY JE LOC — MINE AUTOMOBILE LIABILITY {EOa aBcideDt)INGLE LIMIT $ 1,000,000 A ANY AUTO B4034633086 07/30/12 07/30/13 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $AUTOS PROPERTY DAMAGE X HIRED SAUTOS X AAUTOSSWNED (Per accident) $ $ — UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ — $ WORKERS COMPENSATION ` WCY LC ATU- 0TH- AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y I N E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS below _ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) City of Cupertino is added as additional insured for work done by the named insured. CERTIFICATE HOLDER _CANCELLATION CUPERTI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. Public Works Projects Manager 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino,CA 95014 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD ,�f mutual.r Policy Declarations INSURANCE A summary of your auto insurance coverage Thank you for renewing with us. Your declarations are effective as of 05/15/2013. �— INSURANCE INFORMATION 1E1 ACTION Named Insured: Timothy Ellis REQUIRED: Deborah Ellis Please review and Policy Number: A02-268-040875-60 3 1 d a keep for your records. 'a _. Policy Period: 05/15/2013-05115/2014 12:01 AM °" standard time at the address of the Named Insured as stated below. igle QUESTIONS ABOUT Mailing Address: 12824 Saratoga Glen Court YOUR POLICY? Saratoga CA 95070-3547 By Phone Affinity Affiliation: UC Davis Cal Aggie Alumni For Service: Association 1-800-869-4009 Vehicles Covered by Your Policy Local Office 50 Francisco Street VEH YEAR MAKE MODEL VEHICLE ID NUMBER Suite 257 San Francisco CA 94133 1 2000 TOYOTA TACOMA 4TAVL52N9Y2617953 2 2002 TOYOTA 4RUNNER JT3HN86R720370779 Local Agent Krystofiak And Associates Coverage Details 1-415.291-0202 Your Total annual policy premium for all covered vehicles is shown below. A premium is shown for each type of coverage you have purchased for each vehicle.Where no Visit us online premium is shown, you have not purchased the indicated coverage for that vehicle. LibertyMutual.com/insurance Coverage Information (:), MANAGE YOUR ACCOUNT ONLINE Total Annual Policy Premium: $1,206.60 Sign up for eService Your discounts and benefits have been applied. Includes state sales tax and local surcharge LibertyMutual.com/lm-service where applicable. To report a claim By Phone COVERAGE LIMITS PREMIUM PER VEHICLE 1-500-2CLAIMS 11-800-225-2467) VEH1 VEH2 Online A. Liability $306 *314 LibertyMutual.com/insurance Bodily Injury $ 250,000 Each Person Yes Yes $ 500,000 Each Accident Property Damage $ 100,000 Each Accident THIS IS NOT YOUR AUTO INSURANCE BILL. B. Medical Payments YOU WILL BE BILLED $ 25,000X Each Person $21 $22 SEPARATELY. C. Uninsured Motorists Uninsured Motorists $ 100,000 Each Person $45 $50 Bodily Injury $ 300,000 Each Accident AUTO 3079 10 09 Page 1 of 4 �.`_ Liberty f► ` Mutual, +NSURANEe Coverage Information(continued) COVERAGE LIMITS PREMIUM PER VEHICLE VEH 1 VEH 2 Policy Number: D. Coverage for Damage to Your Auto A02-268-040875-60 3 1 Collision 5178 $185 Declarations effective: Actual Cash Value Less Deductible Shown 05/15/2013 Veh 1 5500/Waiver Veh 2 5500/Waiver Other Than.Collision $41 $41 Actual Cash Value Less Deductible Shown Veh 1 $500 Veh 2 $500 Special Purpose Assessment Surcharge,. $1.80 51.80 Per California Insurance Code, special purpose assessment charges are broken down as follows on an annual basis: 1872.8 ($1/vehicle). 1872.81 ($0.30/vehicle), and 1874.8 (50.50/vehicle). Total of $1.50/vehicle. Annual Premium Per Vehicle: $592,80 $813.80 Total Annual Policy Premium : $1,206.60 Your discounts and benefits have been applied. Includes stall. saes tax and local surcharge where applicable. Discounts and Benefits Your discounts and benefits have been applied to your Total Annual Policy Premium. VEHICLE DISCOUNTS VEH 1 VEH 2 Anti-Lock Braking System Yes Passive Restraint-Requires Med Pay (Motorized Seat Yes Yes Belts and/or Air Bags) Anti-Theft Device(s) Yes POLICY DISCOUNTS • Alumni Association ► Account Discount • Good Driver • Multi-Car Additional Information for Vehicles Covered by Your Policy ANNUAL COMMUTING PREVIOUS ANNUAL MILEAGE MILEAGE MILEAGE VEH 1: 10900 2 10100 VEH 2: 15000 Pleasure 15000 CLASS DEFINITION VEH 1: Licensed at least 24 years but less than 54, married female, pleasure use or commuting less than 3 miles one way. VEH 2: Licensed at least 24 years but less than 54, married male, pleasure use or commuting less than 3 miles one way. AUTO 3079 10 09 Page 2 of 4 .4.1" sR.✓'`, °'i"> Y a3 k w g' % - Liberty ' Mutual. INSURANCE Additional Information for Vehicles Covered by Your Policy(continued) GARAGING LOCATION VEH 1: SARATOGA, 95070-3547 VEH 2: SARATOGA, 95070.3547 Policy Number: Driver Information AO2.268-040875-60 3 1 Declarations effective: DRIVER NAME: Timothy Ellis 05/15/2013 DATE OF BIRTH STATE LICENSE NUMBER GENDER MARITAL STATUS 11/21/1955 CA N2480726 DRIVER NAME: Deborah Ellis DATE OF BIRTH STATE LICENSE NUMBER GENDER MARITAL STATUS 03/28/1958 CA N6547535 F M To ensure proper coverage, please contact us if any information In your policy declaration is Inaccurate. DRIVING RECORD POINTS: VIOLATION POINTS ACCIDENT POINTS VEH 1:: 0 0 VEH 2: 0 0 Endorsements - Changes to Your Policy Amendment of Policy Provisions-California AS1133 01 08 Automobile Amendatory Endorsement AS2259 09 06 Uninsured Motorists - CA AS2127 03 00 Excess Medical Payments Coverage AS2193 12 06 Amendment of Policy Definitions AS2344 04 08 Mexico Extension Endorsement AS1006 12 89 New Vehicle Replacement Cost Coverage AS2112 10 99 Nuclear, Bio-Chemical&Mold Exclusion Endorsement AS2228 07 OS Split Liability Limits PP 03 09 04 86 Split Uninsured Motorists Limits- California PP 04 92 04 86 Coverage For Damage To Your Auto Exclusion Endorsement PP 13 01 12 99 Automatic Termination Endorsement AS1046 12 89 Notice to Others if Cancellation Occurs AS1019 12 89 Mutual Holding Company 2340e AUTO 3079 10 09 Page 3 of 4 • • • • THIS ENDORSEMENT.CHANGES THE POLICY. PLEASE READ.IT CAREFULLY. ADDITlO AL: INSURED Reslderice!Premises Name and Address of Person or Organization* •_ CITY OF CUPERTINO PUBLIC WORKS PROJECT MANAGER - 10300TORRE AVENUE • CUPERTINO;CA. 95014 _ . The definition of"insured" in this policy includes the person or organization narnfetf above with.respect to: SECTION • • Coverage A—Dwelling and Coverage B-Other Structures; and 0 SECTION 11 Coverage E—Personal Liability and Coverage F— Medical-Payments:.to Others but only with respect to the "resi- dence premises." This coverage does not apply to "bodily injury" to any fiptoye arising out of or in the course of the employee's employment by the person or organization. If we decide to cancel or not to r4new this policy, the,p-§OY named above will be natifiegt`In writing. *Entries may be left blank if shown elsewhere in this• 'for this erage. All other provisions of this policy apply. POLICY*. AO2-268-040875-60 • TfMOTf Y•:ELLLIS DEBORA I°ELLi6 12$24S tRATt3GA;,G=ttEN COURT SARATOGA, CA 95070-3547 "THE TOWN:OF CUPERTINO, ITSELECTIVE AND APPOINTED OFFICERS, EMPL`OtYEES~AND VOLUNTEERS" AS ADDITIONAL INSURED'S. • • • • • • • w" SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY POLICY RENEWAL CERTIFICATE Please attach this Renewal Certificate to our ex thin: Polic MOUNT VERNON FIRE INSURANCE COMPANY ORIGINAL WAYNE,PENNSYLVANIA In consideration of the renewal premium stated below, expiring Policy Number SP 20085818 is renewed for the Policy Period stated below. The Company will issue a complete copy of this Policy upon receipt of a written request from the Insured. The New Policy Number is SP 2008681C. The Application (if any)for this renewal, and all previous Applications made to the Company for this insurance, including any material submitted therewith, shall be made a part of this Renewal Policy as if physically attached hereto. PLEASE REFER TO YOUR POLICY FOR THE DEFINITION OF "APPLICATION." POLICY DECLARATIONS ITEM I. NAMED INSURED AND PRINCIPAL ADDRESS Deborah Ellis, MS P.O. Box 3714 Saratoga, CA 95070 ITEM IL POLICY PERIOD: (MM/DD/YYYY) 12:01 AM STANDARD TIME AT FROM 8/13/2011 TO 8/13/2012 YOUR MAILING ADDRESS SHOWN ITEM III. LIMITS OF LIABILITY: $1,000,000 EACH CLAIM Policy Premium 51 250007 $1,000,000 ANNUAL AGGREGATE= Surplus safer Broker t=ee s�3e 50 St�pttss ones Tax Sr Stamping Fee 53 13 ITEM IV. DEDUCTIBLE: $1,000 EACH CLAIM 51.39063 ITEM V. PREMIUM: $1,250 ITEM VI. RETROACTIVE DATEFuli Prior Acts ITEM VII. Coverage Form s Parts an• En•orsement s ma.e a part o is po icy at time o issue: *2110(09-10) Service of Suit Endorsement •3P-273(07-09) Defense Costs Within The Limit Of Liability E PROF-001 (06-01) Absolute Poll. Exclusion *SP(07-09) Specified Professions Professional Liability SP-212(07-09) Amendment Of Definition Of Insured * SP Jacket(09-10) Specified Professions Professional Liability Endorsemen Endorsements marked with an asterisk(*)have been added to the policy or have a new edition date and are attached with this certificate. ITEM VIII. Solely in the performance of Professional Services as a(n)arboristlhorticulturalistlexpert witness for others for a fee. Date Issued: 7/8/2011 f Agent: TAPCO UNDERWRITERS(VA) [494 By Authorized Representa USU - SPILPRC(11/00)