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16-083 Acterra for Habitat Restoration Programs Contract Services\ CUPERTINO s.ECQfil) AMENDMENT TO AGREEMENT BETWEEN CITY OF CUPERTINO AND ACTERRA FOR HABITAT RESTORATION PROGRAMS CONTRACT SERVICES This Second Amendment to the Agreement between the City of Cupertino and Acterra, for reference dated June 30, 2017 is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Acterra, a California non-profit organization whose address is 3921 East Bayshore Road, Palo Alto, CA 94303 (hereinafter "Consultant"), and is made with reference to the following: RECITALS A. On June 23, 2016, an agreement was entered into by and between City and Acterra for habitat restoration programs contract services focusing on city- owned lands in the Stevens Creek corridor (hereinafter "Agreement"). B. On July 5, 2017 a First Amendment was executed which extended the term of the Agreement to August 30, 2017. ~ C. The Agreement services have been performed by a division of Acterra known asbi,G,;~ Acterra Stewardship, which l1a:, now becorn~ iil fo,cally independeu~ ~1tti ~ll\l!) htowrr at, Grassroots Ecology, located at the same address and performing the same environmental stewardship functions as Acterra Stewardship, and with whom City wishes to continue the contractual relationship. D. City and Consultant desire to modify the Agreement on the terms and conditions se t forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. "TERM" section of the Agreement and Amendment No. 1 is modified to change the termination date with wording as follows: The term of thi s Agreement shall commence on July 1, 2016 and shall terminate on September 30, 2018, unless terminated earlier as set forth herein. 2. "SERVICES TO BE PERFORMED" section of the Agreement is modified to add the following language: Services of Consultant which are described in Exhibit A-2 are to be completed according to the schedule noted in Exhibit B-2, which is attached hereto and incorporated herein by reference. 3. "SCHEDULE OF PERFORMANCE" section of the Agreement is modified to add the following language: Services of Consultant which are described in Exhibit A-2 are to be completed according to the schedule noted in Exhibit B-2, which is attached hereto and incorporated herein by reference. 4. "COMPENSATION TO CONSULTANT" section of the Agreement is modified to read as follows: Consultant shall be compensated in the amount of $28,000.00 for services set forth in Exhibit C, and in the amount of $68,000.00 for services set forth in Exhibit C-2, which is attached hereto and incorporated herein by reference, for a total amount not to exceed Ninety Six Thousand Dollars ($96,000.00). 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. C ity of Cup ertino-Grass ro ots Ec olo gy Ag mt. Amendm ent o. 2 Pa g e 2 IN WITNESS HEREOF, the parties hereto have caused this modification of the Agreement to be executed. Grassroots Ecology ~~ Name: -M·(.)f.!J,.k.~ \J(j\A kl~ Title: t'f<,W."vc.... D~c-h5-v- C ity of C upertino-Grass roots Ecology Agmt. Amendment No . 2 CITY OF CUPERTINO A municipal corporation Jeff Milkes Director of Recreation & Community Services RECOMMENDED FOR APPROVAL: K~M ~ Kim Calame, Recreation Supervisor APPROVED AS TO FORM: r/ ci~tL ey Date: __ q+--'-/_?-_i _l l_} __ _ ATTEST: ~·~.Z«J ff-- City Clerk Date: __ 7_-_2 _2-_-_(-+-] ___ _ EXPENDITURE DISTRIBUTION: Original Agreement: $28,000 .00 Account No. 100-62-612 900-909 This Amendment No. 2: $68,000.00 Account No. 100-¢-612 900-909 _ ,oo-t,B-bl2·75D--~ C,lt Page 3 EXHIBIT A-2 SCOPE OF SERVICES Services that have been added via this Amendment No . 2 are to consist of tasks noted below. Services Summary Task 1 -Restoration Support A. Project planning and coordination with City B. Volunteer coordination and community outreach C. Conduct Workdays with volunteers and community members D. Maintain restoration areas using Consultant staff E . Project management Task 2 -Environmental Education F. Provide Youth Steward sessions delivering hands-on environmental education for local high school students G. Conduct water quality monitoring at Stevens Creek with vo lunteers H. Conduct educational field trips for students , service groups , and community members I. Conduct aquatic bug study ("Bug Club ") sessions to process benthic macroinvertebrate samples collected from Stevens Creek Services Narrative Consultant will provide services to maintain and improve native habitat at McClellan Ranch , Stocklmeir Ranch , and Blackberry Farm. At these sites in the Stevens Creek Corridor, the focus will be on maintaining current native plantings , controlling invasi ve plants , and infilling with new natives in areas which have already been targeted for restoration. The goal is to help ensure the long term success of areas in which restoration efforts have already begun, rather than expand to new areas. It is understood that habitat restoration by its nature is an ongoing effort. This Scope of Services sets out areas of focus and key activities. This stage of the restoration requires specialized knowledge of native/nonnati ve plant identification to be able to target the weeds growing among the natives , knowledge of practices for planting and successfull y establishing native plant species , and knowledge of wildlife- friendly methods of estab lishing natives and removing nonnatives. Consultant will provide staff for all work days, maintenance , establishment and restoration acti vities that has expertise in native and nonnative plants and can provide knowledgeable ove rsight of work being performed. McClellan Ranch Meadow, Restoration Activities -this area includes the three-year meadow re storation project that was managed by Grassroots Ecology (formerly Acterra) and funded by C ity of Cup ertin o-Grassroo ts Eco lo gy Ag mt. A mendme nt No. 2 Page 4 the City of Cupertino and the Santa Clara Valley Water District that concluded June 30 , 2017. Services include: • • • • • • • • • • • • Provide overall project management, coordinate activities with the City , conduct volunteer workdays , and provide general project maintenance time by staff. Develop a brief site plan in coordination with the City and meet periodically during the year with City staff to discuss project progress. Conduct community outreach and coordinate volunteers . Manage approximately 21 vo lunteer workdays (number of workdays may be adjusted with the number of workdays Stocklmeir/Blackberry to provide a combined total of at least 42 workdays). Remove invasive plants which have re-established inside the native plant "islands." The City may determine that some invasive plants outside the islands need attention if they threaten the survival of native plants inside the islands , but in general, control of nonnative plants outside the islands will come from periodic mowing conducted by the City. Maintain and repair sheet mulching within the native plant islands . Maintain and repair deer fencing . Control gopher activity . Install new native plants as infill. Plants are to be installed at the correct soil depth , with the planting holes filled with sufficient soil to protect the roots. Plant 250 or more native plants at creek corridor sites (McClellan Ranch, Blackberry Farm, Stocklmeir Ranch). Water plants as appropriate. Twice-monthly watering with reclaimed water by a subcontractor will support the plants through approximately 4 months of the dry season (as a Reimbursable Expense), but hand watering of the more newly installed native plants will be needed at other times for proper establishment, including between rain storms in the wet season. The soil will be monitored after watering to assure that the water has penetrated deeply. Consultant will inform the City and reclaimed water subcontractor if some areas are not receiving adequate water. Conduct annual spring vegetation monitoring using protocols developed during the three- year meadow project: point-intercept vegetation sampling, photo-monitoring from established points , and a meadow inventory by Paul Heiple or other native plant expert acceptable to City. Provide locally-native plants which have been grown in accordance with Santa Clara Valley Water District recommendations for preventing the spread of plant diseases. Stocklmeir Ranch/Blackberry Farm Restoration Activities -primarily focuses on the area restored during Stevens Creek Corridor Park & Restoration Phase 2 completed summer 2014 , but may include some area from Phase I. Services include : • Provide input to a site plan in coordination with the City and meet periodically during the year with City staff to discuss project progress . • Provide overall project management, coordinate activities with the City, conduct volunteer workdays , and provide general project maintenance time by staff. • Conduct community outreach and coordinate volunteers. Emphasis will be on establishing a dedicated vo lunteer corps. C ity of C upertino-G rassroots Ec ology Ag mt. Amend m e nt No. 2 Page 5 • Manage approximately 21 volunteer workday s (number of workdays may be adjusted to provide a combined total at this location and McClellan Ranch of at least 42 workdays). • Remove invasive plants. • Install new native plants as infill. Plants are to be installed at the correct soil depth , with the planting holes filled with sufficient soil to protect the roots. • Report watering needs of plants -both new and recently installed -to the City. Hand- watering may be needed for new plants. • Perform other tasks , as mutually agreed upon , to support the restoration project. • Provide locally-native plants which have been grown in accordance with Santa Clara Valley Water District recommendations for preventing the spread of plant diseases. Education Programs -Services include: • Monthly volunteer water quality monitoring of Stevens Creek at the McClellan Road Bridge and the Stevens Creek Boulevard Bridge. • Monthly volunteer "Bug Club " sessions to process benthic macroinvertebrate samples collected from Stevens Creek at McClellan Ranch and/or Blackberry Farm. Protocols used will be the same as those used throughout the study to date. • 20 or more field trips for students, service groups, and community members. • 20 Youth Steward sessions that provide hands-on environmental education for local high school students. · • Consultant will commit some of its own funding resources to deliver these education programs. Consultant will provide project and volunteer management for all program areas. Project management includes coordinating the work of subcontractors, overall project management and project administration. Combined Outcomes : • 42 or more volunteer workdays • 250 locally native plants installed • 8 days of subcontractor watering at McClellan Ranch with reclaimed water • Hand watering at other times as needed • 12 water quality monitoring sessions • 12 Bug Club sessions • 20 Youth Steward Sessions • 20 field trips • 500+ community members/volunteers engaged C ity of C upertino-Grass ro o ts Ecology Agmt Am e ndm ent No. 2 Page 6 EXHIBIT B-2 SCHEDULE Consultant shall perform the Services within a timeframe mutually agreed upon by the project managers for Consultant and City , so long as all work is completed within the term of the agreement. City of Cupertino-Grassroots Eco logy Agmt. A me ndm e nt No. 2 Page 7 EXHIBIT C-2 COMPENSATION Invoices , accompanied by project updates , will be submitted quarterly and may be submitted as often as monthly. Reimbursement will be based on work performed, goods or services provided and reimbursable expenses incurred. Invoices shall include a brief weekly description of work performed and hours expended and documentation of any reimbursable expenses incurred . Consultant is contributing its own non-City funding sources toward Environmental Education tasks as noted below. Task 1 -Restoration Support A. Project planning and coordination with City Task A fee estimate, assumes 54 hrs at $50/hr.: B. Volunteer coordination and community outreach Task B fee estimate , assumes 168 hrs at $50/hr: C. Conduct Workdays with volunteers and community members Task C fee estimate , assumes 42 workdays at $500/ea: D. Maintain restoration areas using Consultant staff Task D fee estimate , assumes 310 hrs at $40/hr: E . Project management Task E fee estimate , assumes 200 hrs at $50/hr Task 2 -Environmental Education F . Provide Youth Steward sessions Task F fee estimate , based on 20 sessions at $150/ea; assumes additional Consultant contribution of $100/ea G. Conduct water quality monitoring at Stevens Creek Task G fee estimate, based on 12 monitorings at $137.50 ea; assumes additional Consultant contribution of $612.50 ea H. Conduct educational field trips Task H fee estimate , based on 20 field trips at $0 /ea; assumes Consultant contribution of all cost at $250 ea I. Conduct aquatic bug study ("Bug Club") sessions Task I fee estimate , based on 12 sessions at $133 .33 ea; assumes additional Consultant contribution of $116.67 ea SUBTOTAL, Services, Tasks 1 and 2: Ci ty of Cupertino-G ra ss root s Ec olog y Ag mt. Amendmen t No. 2 Pa ge 8 $ 2 ,700 8,400 21 ,000 12 ,400 10 ,000 3,000 1,650 0 $ 60 ,750 Reimbursable Ex enses Fee Estimate , Reimbursable Expenses: Reclaimed watering subcontractor service Other reimbursable expenses (materials , supplies , native plants, supplies/consumables for volunteers) SUB TOT AL , Reimbursable Expense Allowance : TOT AL FEE, Services & Expenses for Scope Added in Exhibit A-2 for this Amendment No. 2 COMPENSATION SUMMARY Services Added by this Amendment No. 2: Task 1 Services Task 2 Services Reimbursable Expenses Allowance Total Added, Amendment No. 2, Not to Exceed: Original Contract, Not to Exceed: TOT AL Agreement, As Amended , Not to Exceed: C ity of C upertino-Grassroots Eco logy Ag mt. A me ndm e nt No . 2 Page 9 $ 5 ,2 00 $ 7 ,250 $ 68,000 $13 ,300 $21 ,250 $ 7,250 $68,000 $28,000 $ 96.000 ACTER-1 OP 10· MF ...4C:C>RCJP-CERTIFICATE OF LIABILITY INSURANCE I DATE (M M/DD/YYYY} ~ 05/08(2017 THfS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTiFiCATE DO!::S NOT AFFIRMATIVELY OR N~GATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE: POLICIES BELOW. THIS CERTIFICATE OF iNSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEl'J THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER; IMPORTANT: Jf the certlflca/e holder Is i!ii ADDITIONAL INSURED, the pcillcy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION is WAiVED, subjec;;t to the tenns and conditions or the policy, certain policies may require an endorsement. A statement on this certificate does ·not confer rights fo (he certificate hofder In lieu of such endo'rsementlsl , · PRODUCER 925-210-1717 E9tlI~CT Mel Issa Rivera, CISR Dlabl9 Valley Insurance Agency wgN~o Extl: 925-210-1717 I Fffc rfo1 ·92s-21 o-1 a1 a 801 Ygnaclo Valley Rd, Ste 100 Walnut Creek, CA 94596 tW·J~""· melrssa@diablovalleyinsurance.con, Ted Gingrich INSURER/SI A'"'"ORD'N" COV"0 •GE NAIC# INSURER A: Philadefphia Indemnity Ins. 18058 IIISUREO Acterra: Action for a INSURER B: Healthy Plan~t INSURERC: 3921 East Bayshore Road INSURERO: Palo Alto, CA 94303-4326 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER : REVISION NUMBER: Tf---l!S IS TO CERTIFY THAl"Tl-lE PoqdES OF INSURA,NCE LISTED BELOW HAVE BEEN ISSU _EO TO TJiE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTW{Tl-JSTANDING ANY R~QUJREMEt.T, TEfUv1 OR CONDITION OF ANY CONTRA.CT OR OTHER DOCUMENT WITH RESP.ECT TO WHICH THIS CERTIFICATE W-AY BE ISSUED OR MAY PERTAIN, THE fNSURANCE AFFORDED BY THE POLICIES DESCR[13EQ HEREIN IS SUBJECT TO ALL TI-lE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . - 1fli: TYPE OF INSURANCE POLJ~Y EFF POLICY EXP LIMITS EACH OCCURRENCE s 1,000,0QO A X COMMERCIAL GENERAL U.ABllllY . 0--r=i CLA_iMs.tMQE [K] OCCUR X PHPK1646079 05/30/2017 05/30/2018 Qt.(!1f)~~r9ll;,l;f,!l:~---' s 1 OQ,000 ------------ .------------- GEN'L AGGREGATE LiMITAPPUES PER; ~ :~~1~:. D ~~f ~ L:c ___ _ A AUTOMOBILE .LfAelUTY A -.... X -ANY AUTO '--OWNED _ AUTOSONLY HJRED ---; AUTOS ONI.Y -SCHEDULED _ .o.uro;; -_ ~8Pai"bWl~ )( UMBRELLA LIAB I.XJ OCCUR ,--EXCESS LlAB n C~fMS-MADE OED IX I RETENTION$ 10;000 WORKERS COMPENSATION ANO EMPLOYERS' LIABIUTY - AAY PROPRIETORIPARTNERIEXECVTIV!: Dy/ N OfFlCER/Mi;MB/;R EXCLUDED? N I A (Mandalo1)' In NH) ·· IC v•s , dosC(ibe -undeir D ES CRIPTION OF OPERATIONS beicw MED EXP IAnv one ilar.;onl S 5,0QO PER SONAL & Aoi/ INJURY s 1_,000,000 PRODUCTS -COMP/OPAGG • 2,000,000 ,_,. ., .. ·---····-----··-----j-----t-----l----::;~====-;--;::-;....:~---+-'S2__ __ --,-=---=-c,,..,,.,c--l, Yi=~~~l~~~~.~INGLE LIMIT / $ 1,000,000 PHPK1646079 05/30/201] 05/30/2018 BOD ILY INJURY !Per nersonl S BODILY INJURY •Peracdderi!' s $ EACH OCCURRENCE 2,000,000 PHU8581923 05/30/2017 0 5/3 0/201 B r'A..,,G=Ge.,_RE"-''Ge,.A,.,.TE,,._ ___ -+.,.s ____ 2,_o;_o_;o,_o..;_o--lo S- EL EACH ACCIDENT S EL DISEASE . EA EMPLOYEE! s EL DISEASE -POLICY UMIT $ Rl=.SCRJ~UPN_ OF O('ERATIONS _l LOc;;._II_TIOl{S / VEHICJ._!c.1l {ACOflO 101,_11,d:il!JonaJ_RJJ_ m_ atks S chod'l)J\, m.:iy bo atl;ichod If rnora s paco Is roqulrodj "'IY 01 c.;upertmo and rts city t;ouncll noa,rds '.3nd cornm1ss1ons, ot11cers, m1ployees and volunteers are nam~d as additional Insured per attached rndorsement. CERTIF!CA HO DER City of Cupertino Publ ic Works Dept. 10300 Torre Avenue Cupe1iino, CA 95014 \CORD 25 (2016 /03) CUPER-·I CANCELLATIO - SHOULD ANY OF THE ABOVE DESCRIBED POLI CI ES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPREGEtlTA TIVE © 1988-2015 ACORD CORPORATION. All r i ghls res erv ed, T il e AC ORD n ame and l og o are r egi s tered marks of ACORD ACORD® CERTIFICATE OF LIABILITY INSURANC E I DATE (MM /DD/YYYYJ ~ 06/27/2017 THIS CERTIFICATE IS I SSUED AS A MATIER OF INFORMATION ONLY AND CONFERS NO R IGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMAT IVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICI ES BELOW. THIS CERT IFI CATE OF I NSURANC E DOES NOT CONSTITUTE A CONTRACT BETWEEN THE I SSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDE R. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INS URED provisions or be e ndorsed. If S UBROGATION IS WA IVED, subject to th e terms and conditions of the policy, certain policies may require an endo r sement. A statement o n this certificate does not co n fe r rig hts to the c ertificate holder in li eu of suc h e ndorsement(s). PRODUCER CONTACT SteelBridge Customer Service NAME : SteelBridge Insu rance Ser1ices, Inc. iA~gNJ0 Extl : (831 )425-6640 I FAX (A/C. Nol : (888 )338-7277 E-MAIL csr@steelbridgeins.com ADDRESS: PO Box 629 INSURER(S ) AFFORD ING COVERAGE NAIC # Santa Cruz CA 9506 1 INSURER A: New York Marine and General Insurance Company IN SURED INSURE R B : Acterra: Action fo r a Healthy Planet I ' INSUR ER C : i 3921 E. Bayshore Rd . I . I IN SURER D : l ! ; INSURER E : 1 Palo Alto CA ~4303 INSURER F: COVERAGES CERTIFICATE NUMBER: 2017-2018 Certificates 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 A NY REQUIREMENT, TERM OR COND ITI ON OF ANY CONTRACT OR OTHER DOCUMENT WI TH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, T HE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO AL L THE TERMS, EXC LU SIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUC ED BY PAID CLAIMS. INSR i ~~~ ,uo" POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYYl (MM/DD/YYYYl LIMITS COMMERC IAL GENERAL LIABILITY ; EACH OCCURRENCE s -:J CLAIMS-MADE D octuR ' UA,'vtAGC. I U K.cN I t.U PREMISES (E3 occu rrence\ s : MED EXP (Any one person) s -l PERSONA L & ADI/ IN JURY s - GEN'LAGGREGATE L°IMIT APPLIES PE R: G<'NERALAGGREGATE s Fl D PRO-OLbc PRODUCTS· COMP/OP AGG :~~I~;: JECT s ! s AUTOMOBILE LIABILITY ' ' COMBINED SINGLE LIMI T s l tEa accident) -ANY AUTO BODI LY INJURY (Per pers on) s -OWNED ~ SCHEDULED AUTOS ONLY AUTOS BODI LY INJURY (Pe r accident) $ -HIRED '---NON-OWNED PROPEi<TY DAMAGE AUTOS ON LY AUTOS ONLY (Per accident) s --s UMBRELLA LI AS H OCCUR EACH OCCURRENCE s -EXCESS LIAS CLAIMS-MADE AGGREGATE s DED I I RETENTION ; 5 WORKERS COMPENSATION I PEi< I I OTH- AND EMP LOYERS' LIABILITY STATUTE ER YIN A ANY PROPRIETOR/PARTNE R/EXE CUTIVE D N/A WC201700006175 07/0 1/2 0 17 07/0 1/2 0 18 E.L. EAC H ACC IDENT s 1,000,000 OFFI CER/MEMBER EXCLUDED? (Mandatory in NH) I= .L. DISEASE· l=A, EMPLO Y EE s 1,000,000 If yes, desc ri be under 1,000 ,000 DESCRIPTION OF OP ERATIONS telow E.L. DISEASE -POLICY LI MIT s DESCRIPTION OF OPERATIONS/ LOCATION S/ VEHIC LES (ACO RD 101 , Add iti ona l Remarks Schedule , may be attac hed if more space is required) PROOF OF COV ERAGE CERTIFICATE HOLDER CANCELLATION SHOULD A NY OF THE ABOVE DE SC R IBED POLICIES BE C ANCE LLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DE LI V ERED IN PROOF OF COV ERAGE A CCORD A N C E WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE I ~ © 1 988-20 1 5ACORD CORPORATION. Al l rights r eserved. ACORD 25 (20 1 6/03) T h e ACORD nam e an d l ogo are r eg i s t e r e d marks of ACORD POLICY NUMBER : PHPK1645 079 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement rrodifies insurance provided under the following; COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Addltional Insured Person(s} Or Organlzatlon(s): City of Cupertino and i t s City Co uncil, Boa rds a nd c ommi ssion s, o f f i c e rs, employees a nd volunteers Information requ ired to complete this Schedule, if not shown above, will be shown in the Declarations . A. Section II -Who Is An Insured is arnend~d to Include as an additi onal Insured the person(s) or organization(s) shown in the Schedule, but on!y wlth respect to liability for "todily injury '', "property damage" or "personal and advertising lrjury'' caused , in whole or in part, by yol!r acts or omissions or the acts or omissions of those acting on your behalf: 1. In ihe performance of your ongoi ng operations; or 2 . In connection with your premises owned by or rented to you . However: 1. The Insurance afforded to such additional insured only apples to the extent permitted by law; and · 2. r coverage provided to the add itiona l Insured Is required by a contra c t or agreement , the Insurance afforded to such additiona l insure d w111 not be b ro ader than that Which you are re quired by the contra c t or agreement to pro v ide fo r such a dd i tion al i nsu red . 8. With respect to the insurance afforded to these additional insureds , the following is added to Section Ill-Limits Of Insurance: · If coverage provided to U1e additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured Is the amount of insurance: 1. Requ ired by the contract or agreement: or 2. Available under the applicab le Limits of ins urance shown i n th e Declarations ; wh lcl,ever Is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations . CG 20 26 04 13 © In sura nce Services O ff ice , Inc., 2 012 Pag e 1 of 19 SPORTS, SAFETY & OUTDOOR RECREATION -PARK FACILITIES Budget Unit 100-63-612 Budget at a Glance Total Revenues Total Expenditures Fund Balance General Fund Costs % Funded by General Fund Total Staffing PROGRAM OVERVIEW 469,000 1,968,178 1,499,178 76.2 % 2.93 Blackberry Farm provides the community with recreational space to swim, picnic, and enjoy the Stevens Creek Trail. McClellan Ranch Preserve offers environmental education classes/creek tours to school groups, nature programs, and is the location for the Community Garden program and non-profit groups such as Grassroots Ecology, Santa Clara Valley Audubon Society, UCCE Master Gardeners, and Rolling Hills 4-H Club. The Creekside Park building provides community members with facility space which can be used for a variety of activities. The Manta Vista Recreation Center is home to a diverse array of recreational activities including gymnastics classes and preschool. SERVICE OBJECTIVES Blackberry Farm Picnic Grounds and Pools: • Provide the community with two recreational pools for drop-in use. • Offer a Junior Lifeguard course for teens, ages 12-15. Engage and provide the community with annual 4th of July events. • Partner with the Audubon Society to provide Wildlife & Harvest Day at Blackberry Farm. Increase residential usage of the facility. • Implement Park Ranger led activities such as interpretive walks, star-gazing events, and a Stevens Creek Corridor volunteer program. McClellan Ranch Preserve: • Continue to offer drop-in visitor hours at the Environmental Education Center and Blacksmith Shop on Saturdays, Sundays and some school holidays. During summer months offer extended drop-in hours on Friday evenings. • Develop park management internship opportunities in partnership with the West Valley Community College Park Management Program. • Partner with SCVAS, Grassroots Ecology, Watershed Stewardship Program Members, Nerds for Nature, Rolling Hills 4H and UCCE Master Gardeners in providing public education programs . • Expand programming opportunities for teens . 320 Creekside Park Building: • Rent facility for non-profit board meetings, birthday parties, school group picnics, and other similar activities. • Provide contractual and staff-run classes and camps. • Provide storage space for Farmer's market Monta Vista Recreation Center: • Provide gymnastics classes via Twisters Sports Center. • Offer department run pre-school program. • Provide contractual and staff-run classes and camps. • Make space available for co-sponsored clubs and rentals . ADOPTED BUDGET On June 20, 2017, City Council approved a budget $1,968,178 for the Park Facilities Budget. This represents an increase of $84,827 from the FY 2016-17 Final Adopted Budget. This increase is primarily due to changes in how the City applied cost allocation charges. Large shifts in cost allocation charges are found in most program budgets due to a change in methodology as explained on page 22.This budget includes $68,000 to continue a relationship with Grassroots Ecology at the McClellan Ranch. This partnership results in 36 volunteer habitat restoration workdays, monthly water quality monitoring of Stevens Creek, and support for approximately 50 educational programs for students and community groups while maintaining the restoration of the meadow area. This budget projects $469,000 in Park Facility Revenue of which $120,000 can be attributed to the reallocation of the Blue Pheasant Rental into this account. SPECIAL PROJECTS Special projects are budgeted each year and may result in changes to the program budget. The following table shows the Adopted new special projects for the fiscal year. Special Project Appropriations Funding Source Description Acterra Habitat $68,000 General Fu'nd Habitat restoration of Enhancement Steven's Creek at McClellan Ranch Total $68,000 The following table details revenue, total expenditures, changes in fund balance and General Fund costs by category for two prior fiscal years, the Final Budget for the prior fiscal year, and the Adopted Budget for the current fiscal year: 321 FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND ACTERRA This First Amendment to the Agreement between the City of Cupertino and Actena for reference dated June 23, 2016, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Actena, a California State, Non-profit organization whose address is 3921 East Bayshore Road, Palo Alto , CA 94303 (hereinafter "Consultant") and is made with reference to the following: RECITALS: A. On June 23, 2016 , the City and Actena entered into an Agreement (hereinafter "Agreement"). B. City and Consultant desire to modify the Agreement on the tenns and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned paiiies as follows: 1. Pursuant to Paragraph 1 of the Agreement, the City and the Consultant hereb y exercise the option to extend the tenn of the Agreement through August 30 , 2017. 2. Except as expressly modified herein, all other tenns and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN \VITNESS WHEREOF, the paiiies hereto have caused this modification of Agreement to be executed. Consultant Acterra -~ c~ - Director CITY OF CUPERTINO A Municipal Corporation ~ff City Clerk 7 -S--(J APPROVED AS TO FORM: -Ry: ~ (1/City Attorney ACTER-1 nP In· MF. .....4C'C:,RC,"' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 05/08/2017 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 pollcy(ies) must have ADmTIONAL INSURED provisions or 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 925-210-1717 99!f!~CT Melissa Rivera, CISR Dlablo Valley Insurance Agency 801 Ygnaclo Valley Rd, Ste 100 r.J18NJ0 Extl: 925-210-1717 j rffc.No):925-210-1818 Walnut Creek, CA 94596 !1*1.1Jb.,.,. mellssa@diablovalleyinsurance.com Ted Gingrich INSURER/SI AFFORDING COVERAGE NAIC# INSURER A, Philadelphia Indemnity Ins. 18058 INSURED Acterra: Action for a INSURERS: Healthy Planet INSURERC : 3921 East Bayshore Road INSURERD : Palo Alto, CA 94303-4326 INSURERE: 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. 1rff TYPE OF INSURANCE ~,,\'.,0~1~.~~~ POLICY NUMBER POLICY EFF POLICY EXP A X COMMERCIAL GENERAL LIABILITY -~ CLAIMS-MADE [R] OCCUR t------------- ------------ GEN'L AGGREGATE LIMIT APPLIES PER : Fl POLICY D ~~Wr D Loc OTHER : A ~TOMOBILE LIABILITY X ANYAUTO -OWNED ,__ AUTOS ONLY _ ~tlWPsoNLY -SCHEDULED _ AUTOS >--~8fai'1J~~~ A L UMBRELLA LIAB w OCCUR EXCESS LIAB n CLAIMS-MADE DED IX I RETENTION$ 10,000 X WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMl;lf;fl EXCLUDED? (Mandatory In NH) YIN D NIA If yes, describe under DESCRIPTION OF OPERATIONS below PHPK1646079 05/30/2017 05/30/2018 PHPK1646079 05/30/2017 05/30/2018 PHUB581923 05/30/2017 05/30/2018 LIMITS EACH OCCURRENCE $ g~~U?i:~~!.~~---' $ MED EXP IAnv one oersonl $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS -COMP/OP AGG $ $ n,~~~!\'!,~~,rlNGLE LIMIT $ BODILY INJURY /Per oersonl $ BODILY INJURY IPer accldentl S rtJ~~J.'f.NAMAGE $ $ EACH OCCURRENCE $ AGGREGATE s s I ~~~T\JTE I I ~JH- E.l. EACH ACCIDENT $ E.L DISEASE -EA EMPLOYEE S E.l. DISEASE -POLICY LIMIT S .D~CRl!mPN OF O!'ERATION!l / .LOCU\1!_01\!ll / VEHICJ,E~ (ACOF!D 101, l\ddlllonal R,emarks Sohedlj/11, may be attached If more spaoe Is required) c;1zy or c;upertmo ana its c;1iy c;ouncn ooaras ana comm1ss1ons, omcers, employees and volunteers are named as additional insured per attached endorsement. CERTIFICATE HOLD R CANCELLATION CUPER-1 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 1,000,000 2,000,000 2,000,000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WJTH THE POLICY PROVISIONS . City of Cupertino Public Works Dept. 10300 Torre Avenue Cupertino, CA 95014 ACORD 25 (2016/03) AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 1 I I I I I I I I l ! 1 r- 1 POLICY NUMBER: PHPK1646079 COMMERCIAL GENERAL LIABILITY CG 20 260413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement rrodifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Cupertino and its City Council, Boards and corrunissions, officers, employees and volunteers Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "oodily injury", "property damage" or "personal and advertising irjury" caused, in whole or in part , by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. f coverage provided to the additional Insured is required by a contract or agreement , the Insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured . B. With respect to the insurance afforded to these additional insureds , the following is added to Section 111-LimitsOflnsurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations ; whichever Is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations . CG 20 26 0413 © Insurance Services Office , lnc .,2012 Page 1 of 19 NO. "2-0 I 1-... t:p'" FY 16-17 AGREEMENT BETWEEN THE CITY OF CUPERTINO AND ACTERRA FOR HABITAT RESTORATION PROGRAMS CONTRACT SERVICES This Agreement, for reference dated June 23, 2016 , is by and between City of Cupertino, a municipal corporation (hereinafter referred to as "City"), and Acterra , a California State, Non-profit organization whose address is 3921 East Bayshore Road , Palo Alto, CA 94303; (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 habitat restoration services 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 July 1, 2016 , and shall terminate on June 30, 2017 , unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED : Consultant shall perform each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. 3 . COMPENSATION TO CONSULTANT: Consultant shall be compensated for services performed pursuant to this Agreement in the amount set forth in Exhibit "C" which is attached hereto and incorporated herein by this reference , not to exceed a total amount of twenty eight thousand dollars ($28,000.00). Payment shall be made by checks drawn on the treasury of the City , to be taken from the General fund. 4. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6 . INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of an independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services . None of the benefits provided by City to its employees , including but not limited 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. 7. 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. 8. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct , Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race , religious creed , color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex , age, or sexual orientation will not be tolerated . Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS: A. 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. 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 against any and all liability, claims, actions , causes of action or demands whatsoever from and 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 or active negligence or willful misconduct of City, its agents or employees. C. Claims involving intellectual property. In addition to the obligations set forth in (A) and (B) above, Consultant shall indemnify , defend , and hold the City, its elected and appointed officers , employees, and volunteers, harmless from and against any Claim in which a violation of intellectual property rights, including but not limited to copyright or patent rights, is alleged that arises out of, pertains to, or relates to Consultant's negligence, recklessness or willful misconduct under this Agreement. Such costs and expenses shall include reasonable attorneys ' fees of counsel of City's choice, expert fees and all other costs and fees of litigation . 10. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount , class of operations covered , effective dates and dates of expiration of insurance coverage in compliance with the paragraphs below. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation : Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage, including sexual abuse and molestation 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: Proof of automobile insurance required at the California statutory minimums. 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 acqu i re against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED : City , its City Council , boards and commissions , officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance , required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium , deductible portion of any loss , or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E . SUFFICI E NCY 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. 11 . CONFLICT O F INTE RE ST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services requi red by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2 , Division 6 , Section 18700 of the California Code of Regulations . 12. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement , or any interest therein , directly or indirectly , by operation of law or otherwise , without prior written consent of City. Any attempt to do so without said consent shall be null and void , and any assignee , sub-lessee , 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 C ity under this Agreement may be assigned to a bank , trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale , assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant , or of the interest of any general partner or joint venture or syndicate member or cotenant , if Consultant is a partnership or joint venture or syndicate or co-tenancy , which shall result in changing the control of Consultant , shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the vot ing power of the corporation . 13 . SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained , only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors , such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general , and professional liabil ity insurance in reasonable conformity to the insurance carried by Consultant. In addition , any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 14. PERMITS AND LICENSES: Consultant, at his/her sole expense , shall obtain and maintain during the term of this Agreement , all appropriate permits , certificates and that may be requ i red in connection with the performance of services hereunder. 15. REPORTS: A. Each and every report , draft , work product , map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement , shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report , information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City . Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. 8. All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired ; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or ( 4 ) Other City projects as appropriate . C . Consultant shall , at such time and in such form as City may require , furnish reports concerning the status of services required unde r this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. 16. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its de-signees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 17. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Acting Director of Recreation and Community Services All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Acterra 3921 East Bayshore Road Palo Alto, CA 94303 Attention: Alex Von Feldt 18. TERMINATION : In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within 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 thirty (30) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement , each party shall pay to t he other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. City has no obligation to offer any of Consultant's services to participants, and , unless minimum enrollment for a particular class identified in the Scope of Services is met, City may cancel that class without further notice to Consultant or payment under this Agreement. The City in its sole discretion may determine the type of classes, the number of classes , and any assigned instructor. Consultant understands that this is an non-exclusive agreement. 19 . UTILITIES: Consultant shall pay all charges for fuel, gas , water, electricity, telephone services and any other utilities necessary to carry on the operations of Consultant. 20 . NUISANCE: Consultant shall not maintain , commit , or permit the maintenance or commission of any nuisance in connection with the performance of services under this agreement. 21 . SAFETY REQUIRMENT: All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL-OSHA. City reserves the right to issue restraints or cease and desist orders to consultant when unsafe or harmful acts or conditions are observed or reported relative to the performance of the work under this Agreement. 22. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances , rules and regulations enacted or issued by City. 23 . CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws , orders , rules , and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 24. 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. 25. 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. 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 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. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By Dave Jahns Title: Recreation Supervisor RECOMMENDED FOR APPROVAL: \)) Q£//~/ Acting ~t~f Recreation and Community Services Date : ~~)4 -tr,.. A~FORM: -<fl /City Attorne91 1 ' -Date: . ( \ ~ ATTEST: ~ ~ (1Jf City Clerk Date: 7,_/ J:fb EXPENDITURE DISTRIBUTION: (;'3 i'.)'J 100~612-900-909 $28,000.00 Account Number Amount EXHIBIT A SCOPE OF SERVICES Acterra Stewardship Scope of Services for City of Cupertino In consultation with the City's Naturalist, Acterra will conduct the following land stewardship services at McClellan Ranch Preserve/Blackberry Farm for the City of Cupertino during the contract term: For FY2016-2017, Acterra proposes to carry out the third year of the three-year McClellan Ranch Riparian Meadow Enhancement Project and work in other areas of the Stevens Creek Corridor between McClellan Road and Stevens Creek Boulevard at the discretion of the City. Continue McClellan Ranch Riparian Meadow Enhancement Project Conduct yearly vegetation sampling survey, photo monitoring, and plant inventory. Coordinate mowing with the city. Outreach to community to recruit volunteers and provide environmental education through our programs. Run volunteer workdays to install or maintain needed restoration infrastructure, control invasive plants by hand, mulch, and install native plants and/or seeds/ cuttings. Monitor and maintain (water and weed) project area. Manage project and provide updates to city staff as well as other project partners. Work at other sites in the corridor at the discretion of the City. Work may include: Maintain previously installed native plants. Remove weeds. Outcomes Yearly vegetation sampling survey, photo monitoring, and plant inventory of four - acre McClellan meadow. Container plants and/or seeds/cuttings installed in meadow "islands" At least 18 volunteer workdays. Over 250 volunteers will participate in habitat enhancement activities. 4 acres of meadow currently infested with invasive plants will be managed. Quarterly project updates EXHIBIT B Consultant shall perform the Services within a timeframe mutually agreed by the project managers for Consultant and City, so long as all work is completed within the term of the agreement. EXHIBIT C COMPENSATION City shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below. Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below. The compensation to be paid to Consultant under this Agreement for all services described in Exhibit "A" and reimbursable expenses shall not exceed a total of twenty-eight thousand dollars ($28,000 .00). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the City. Invoices Payment shall be made in four equal quarterly installments. In order to request payment , Consultant shall submit quarterly invoices in September, December, March, and June of each year to the C ITY describing the services performed and the applicable charges (including a summary of work performed during that quarter, personnel who performed the services, hours worked, task(s) for which work was performed). Reimbursable Expenses Administrative , overhead, secretarial time or overtime, word processing , photocopying, in house printing, insurance , and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Additional Services Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from the City's Project Manager prior to commencement of any additional services . Consultant shall submit, at the Project Manager's request, a detailed written proposal including a description of the scope of additional services, schedule , and proposed maximum compensation.