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20-121 Grassroots Ecology, McClellan Ranch Preserve Meadow RestorationMcClellan Ranch Preserve Meadow Restoration Page 1 of 9 Professional/Consulting Contracts /Version: April 2020 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Grassroots Ecology (“Contractor”), a Non-Profit for McClellan Ranch Preserve Meadow Restoration, and is effective on the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with the City’s Shelter In Place and Social Distancing Requirements, attached here and incorporated as Exhibit A-A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on September 30, 2021 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on and shall be completed by September 30, 2021. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $75,000.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. McClellan Ranch Preserve Meadow Restoration Page 2 of 9 Professional/Consulting Contracts /Version: April 2020 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. McClellan Ranch Preserve Meadow Restoration Page 3 of 9 Professional/Consulting Contracts /Version: April 2020 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separa te from other records and must be maintained for four (4) years from the date of City’s final payment. McClellan Ranch Preserve Meadow Restoration Page 4 of 9 Professional/Consulting Contracts /Version: April 2020 9. ASSIGNMENT Contractor 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 will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. McClellan Ranch Preserve Meadow Restoration Page 5 of 9 Professional/Consulting Contracts /Version: April 2020 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be McClellan Ranch Preserve Meadow Restoration Page 6 of 9 Professional/Consulting Contracts /Version: April 2020 required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Jenny Koverman as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Alex Von Feldt as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, S tate of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. McClellan Ranch Preserve Meadow Restoration Page 7 of 9 Professional/Consulting Contracts /Version: April 2020 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included a nd will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings 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. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. McClellan Ranch Preserve Meadow Restoration Page 8 of 9 Professional/Consulting Contracts /Version: April 2020 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave., Cupertino CA 95014 Attention: Jenny Koverman Email: jennyk@cupertino.org To Contractor: Grassroots Ecology Attn: Fran Callan 3921 E Bayshore Road Palo Alto CA 94303 Attention: Alex Von Feldt Email: alex@grassrootsecology.org 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney’s Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. McClellan Ranch Preserve Meadow Restoration Page 9 of 9 Professional/Consulting Contracts /Version: April 2020 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date Tax I.D. No.:813707643 APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Executive Director Sep 17, 2020 Alexandra Von Feldt Heather M. Minner Joanne Magrini Sep 18, 2020 Director of Parks and Recreation Joanne Magrini Sep 18, 2020 Updated 4/15/20 EXHIBIT A, B and C Scope of Work, Schedule of Performance, and Compensation for McClellan Ranch Preserve, Blackberry Farm, and Stocklmeir Orchard October 2020 – September 2021 This document is an overview of Grassroots Ecology’s role in stewardship, restoration, and public outreach activities in partnership with the City of Cupertino Parks and Recreation. It outlines the main projects and activities that Grassroots Ecology will manage, and provides an overview of restoration techniques and community engagement strategies. I. Goals ● Effectively manage invasive plants throughout McClellan Ranch and Blackberry Farm ○ Remove weeds to reduce seed banks each year ○ Contain the spread of high-priority populations ● Revegetate target areas to restore and increase native biodiversity ○ Install and maintain locally native plants ○ Monitor and maintain existing native plant communities ● Protect and enhance the Stevens Creek watershed ○ Manage weeds along the riparian corridor ○ Stabilize eroded stream banks through willow staking ○ Monitor water quality and benthic macroinvertebrates ● Engage the community to restore and enjoy the parks ○ Provide outdoor education and stewardship opportunities for local youth ○ Leverage volunteers to accomplish goals ○ Enhance public appreciation of McClellan Ranch Preserve and Blackberry Farm Updated 4/15/20 II. Key Staff ● Rachel Clemons, Project & Operations Lead ● Shelley Pneh, Ecologist ● Miles Brooks, Watershed Stewards AmeriCorps Member ● Siena Watson, Watershed Stewards AmeriCorps Member ● Kristen Williams, Habitat Restoration Director ● Alex Von Feldt, Executive Director III. Project Areas 1) McClellan Ranch Meadow Since 2014, Grassroots Ecology has been restoring native plants to the meadow adjacent to the Stevens Creek Trail at McClellan Ranch Preserve. This has historically been our main focus of the overall project. Using the “island” technique, Grassroots Ecology has focused its efforts on establishing success on smaller patches of land before taking on new areas, and eventually connecting the native plant islands together. This year’s work will continue to infill and slightly expand existing native plant zones (orange). The borders of the islands will be prioritized for weed management to limit invasive seed dispersal inside the islands. 2) Stocklmeir Orchard Since 2017, Grassroots Ecology has worked to install and maintain native plants next to the creek at Stocklmeir Orchard. In addition to the well- established native bunchgrasses and shrubs installed by the City, Grassroots Ecology has infilled with smaller forbs and additional grasses. Survival here has been low to moderate, due to drier and rockier soils, gopher activity, and abundant leaf litter from surrounding riparian tree cover. Grassroots Ecology will continue to water, weed, and maintain plantings here, and is prepared to install a small amount of additional plants here. Updated 4/15/20 3) Stevens Creek Corridor In order to enhance the health of Stevens Creek and to prevent the spread of invasive plants into other areas of the preserve, Grassroots Ecology has worked to remove invasive weeds along the Stevens Creek Trail spanning throughout McClellan Ranch Preserve, Blackberry Farm, and Stocklmeir Orchard. Target areas for FY 20-21 are highlighted in dark purple. These areas are based on staff/volunteer accessibility, concentration of target weed populations, and continuation of past invasive removal projects. However, Grassroots Ecology staff will conduct regular walk-through assessments of the riparian corridor and adapt work locations and management strategies as needed and as desired by the City of Cupertino. IV. Invasive Plant Management Grassroots Ecology will dedicate portions of each staff and volunteer workday to remove certain invasive species within the aforementioned project areas. Weeding takes place year-round, but is most concentrated in the spring with the rapid growth and blooming of many invasive annuals. Each species has its own timeline and ideal time period for removal, which will be monitored closely by project staff. Weeds will be removed primarily by hand, but additional techniques such as solarizing, sheet mulching, scything, or weed whipping may be employed as needed. Grassroots Ecology will also coordinate with the City to schedule springtime tractor mowing sessions that help control annual thistles and grasses. Updated 4/15/20 Invasive species targeted for removal: *High priority Meadow Creek Corridor Widespread - Milk thistle (Silybum marianum)* - Italian thistle (Carduus pycnocephalus)* - Black mustard (Brassica nigra)* - Wild radish (Raphanus raphanistrum) - Annual grasses (Oats, foxtail, brome, etc.) - Cape ivy (Delairea odorata)* - Periwinkle (Vinca major) - Smilo grass (Stipa miliacea)* Less abundant - Gopher spurge (Euphorbia lathyris) - Bittercress (Cardamine hirsuta) - Stinkwort (Dittrichia graveolens)* - Yellow starthistle (Centaurea solstitialis)* - Lords and ladies (Arum italicum) - Algerian and English ivy (Hedera sp.) - Tree of heaven (Ailanthus altissima) - Himalayan blackberry (Rubus armeniacus) Left to right: black mustard, smilo grass, and cape ivy Invasive species removal timeline: October – December January – March April – June July – September - Milk thistle - Black mustard - Algerian ivy - English ivy - Milk thistle - Black mustard - Italian thistle - Annual grasses - Bittercress - Cape ivy - Gopher spurge - Milk thistle - Black mustard - Italian thistle - Annual grasses - Wild radish - Periwinkle - Smilo grass - Lords and ladies - Black mustard - Yellow starthistle - Stinkwort - Smilo grass Updated 4/15/20 V. Native Revegetation Approximately 300 native plants will be installed by Grassroots Ecology staff and volunteers this year. Around 80% of these will be placed in the McClellan meadow project area, and the rest at Stocklmeir Orchard. Planting begins in November/December with the arrival of rain. Staff will properly place each plant to ensure proper sun exposure, drainage needs, and habitat type. Survival counts will be conducted to assess success rates and improve planning for future years. Newly installed plants (<1 season) will be hand watered regularly during the dry season by Grassroots Ecology, while older planting areas will be watered periodically by Purple Pipe, an outside contractor. All other plant maintenance will be done by Grassroots Ecology. Plants will be supplied by the Grassroots Ecology Nursery, and are grown from locally collected seed. Plants are also grown according to best phytosanitary management practices to prevent the spread of Phytophthora, a water mold that can infect and kill many native plants. To minimize risk of introducing Phytophthora when installing plants, staff will clean and disinfect gloves and tools. Planting completed by volunteers will be carefully supervised by staff to ensure proper handling and technique. The tentative plant list below is based on past success of various species and consultation with nursery staff. Rodents continue to be the main challenge to plants’ survival, so the majority of the listed species t is resistant to rodent herbivory. Plants vulnerable to herbivory, such as bunch grasses, yampah, and other bulb plants, will be placed inside metal cages for protection. Species list for 20-21 planting season: McClellan Meadow (~240 plants) Stocklmeir Orchard (~60 plants) - California sagebrush (Artemisia californica) - California milkweed (Asclepias fascicularis) - Buckbrush (Ceanothus oliganthus) - Golden yarrow (Eriophyllum confertiflorum) - California fescue (Festuca californica) - Coffeeberry (Frangula californica) - Toyon (Heteromeles arbutifolia) - Meadow barley (Hordeum brachyantherum) - Blue wild rye (Leymus glaucus) - Coyote mint (Monardella villosa) - Common yarrow (Achillea millefolium) - Wood strawberry (Fragaria vesca) - Holodiscus discolor (Ocean spray) - Common rush (Juncus patens) - Purple needlegrass (Stipa pulchra) - Snowberry (Symphoricarpos mollis) Updated 4/15/20 - Yampah (Perideridia sp.) - Holly-leaf cherry (Prunus ilicifolia) - Gooseberry (Ribes californicum) - Goldenrod (Solidago velutina) Left to right: buckbrush, gooseberry, common yarrow Additional revegetation efforts Grassroots Ecology has procured an additional $25k over three years through Valley Water for the installation, monitoring, and maintenance of native trees, which will be placed in the Stevens Creek riparian corridor. Grassroots Ecology will also identify 2-3 locations appropriate for willow staking along Stevens Creek, and will carry out this project between December and February. VI. Community Engagement In the past, Grassroots Ecology has hosted numerous drop-in public volunteer workdays at McClellan Ranch Preserve, Blackberry Farm, and Stocklmeir Orchard. This year, a new model of volunteer engagement will be necessary in light of the COVID-19 pandemic and social distancing recommendations. In order to minimize community, spread of the virus, Grassroots Ecology will focus primarily on its youth stewardship and community science programs, which will be composed of small, closed cohorts. All program participants will be required to follow social distancing protocols and COVID-19 safety procedures. As the pandemic evolves, Grassroots Ecology will reassess its ability to host additional volunteers, schools, and community groups and will adjust plans accordingly. Updated 4/15/20 Youth Volunteer Programs The High School Earth Stewards program, funded by $15k over three years from Valley Water, will engage approximately 12 local high school students each week. Three sessions (fall, spring, and summer) will each take place for 8 weeks, for a total of about 500 youth volunteer hours. New this year will be a college intern program that will be more intensive, focusing on mentorship and professional development of up to 6 local college students each year. Each student will commit to a minimum of 80 hours, for a total of around 480 volunteer hours. Grassroots Ecology has also secured $20K over three years from Santa Clara County to support contracted workdays with the San Jose Conservation Corps + Charter School. Grassroots Ecology will manage the outreach and registration of all volunteers, determine workday activities, and oversee volunteer safety and quality of work. The workdays will be divided among all project areas as needed to accomplish deliverables. Community Science Programs Grassroots Ecology will continue its long-standing efforts to engage the community through data collection and watershed education. The Bug Club and Stevens Creek Water Quality Monitoring programs are partially supported by a Valley Water grant that will end this year. Grassroots Ecology is using its own funding to cover the remaining funds needed for this year in order to continue these programs. We anticipate using college interns and/or a small pool of long- term volunteers this year instead of our usual community events. Remote Community Engagement Grassroots Ecology will look into supporting remote volunteering opportunities throughout the year. One example is Coastal Cleanup Month, which will involve people cleaning up trash in their local neighborhoods. VII. Summary of Activities and Deliverables Quarter Primary Activities Deliverables Oct – Dec - Planting preparation - Native plant installation (with rain) - Begin willow staking (with rain) - Volunteer program management - 150 native plants installed - 1st round of willow staking complete - 8 Earth Stewards workdays - 160 college intern volunteer hours - Monthly water quality monitoring - Quarterly Bug Club session Updated 4/15/20 - Quarterly report of activities Jan – March - Weeding of invasives - Native plant installation - Finish willow staking - Install native trees - Volunteer program management - 150 native plants installed - Trees installed along riparian corridor - 2nd/3rd rounds of willow staking complete - 4 Earth Stewards workdays - 160 college intern volunteer hours - 2 San Jose Conservation Corps workdays - Monthly water quality monitoring - Quarterly Bug Club session - Quarterly report of activities April – June - Weeding of invasives - Targeted watering of new plants - Watering/maintenance of restoration zones - Volunteer program management - 4 Earth Stewards workdays - 160 college intern volunteer hours - 1 San Jose Conservation Corps workday - Annual vegetation survey completed - Monthly water quality monitoring - Quarterly Bug Club session - Quarterly report of activities Quarter Primary Activities Deliverables July – Sept - Targeted watering of new plants - Watering/maintenance of restoration zones - Planting preparation - Planning and assessment for 21-22 - Volunteer program outreach/organizing - 8 Earth Stewards workdays - Monthly water quality monitoring - Quarterly Bug Club session - Quarterly report of activities VIII. Funding and Budget In addition to funds from the City of Cupertino, Grassroots Ecology has been awarded three grants from Valley Water to support watershed restoration, monitoring, and education within the Stevens Creek Watershed and McClellan Ranch Preserve. Additionally, Grassroots Ecology has secured funds from local foundations and donors to help support community science and youth education programs. Updated 4/15/20 2020-2021 Funding Sources: Funder Contribution Allocation City of Cupertino $75,000 Stewardship and community engagement Valley Water: Youth Stewards $5,000 High School Earth Stewards Program Valley Water: Re-Oaking $8,000 Native riparian tree revegetation Valley Water: Water Quality $10,000 Water quality monitoring and Bug Club Santa Clara County $7,500 San Jose Conservation Corps workdays Grassroots Ecology $10,000 Youth education and community science support Total Project Cost $115,500 Proposed 2020-2021 Budget: Units Cost per Total Cupertino GrE Restoration Project Support project planning and coordination 200 55 $11,000 $7,000 $4,000 outreach and volunteer coordination 200 55 $11,000 $10,000 $1,000 Earth Steward workdays 24 720 $17,280 $12,000 $5,280 college intern events 30 720 $21,600 $16,000 $5,600 staff maintenance 680 40 $27,200 $19,000 $8,200 Purple Pipe watering at McClellan 14 500 $7,000 $7,000 $0 supplies $500 $500 $0 plants 300 10 $3,000 $3,000 $0 Units Cost per Total Cupertino GrE Community Science Support college intern events 16 $720 $11,520 $0 $11,520 bug club and wqm supplies $500 $0 $500 Updated 4/15/20 CEDEN reporting 40 $55 $2,200 $0 $2,200 Shared Expenses volunteer appreciation 40 50 $2,000 $0 $2,000 mileage 1200 0.58 $696 $500 $196 Totals $115,496 $75,000 $40,496 IX. Performance of Services COVID-19 Health Order Compliance Grassroots Ecology (“Grassroots”) acknowledges that its duty to comply with Laws, as stated in Section 13 of the Agreement, includes compliance by Grassroots with the restrictions on travel and the Social Distancing Requirements set forth in Section 13.k of the health order issued by the County of Santa Clara Public Health Department on March 31, 2020, in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws or policies that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). Grassroots shall comply with these restrictions on travel and Social Distancing Requirements when preforming work under this Agreement. If this Agreement specifies work that cannot be performed in compliance with the Health Order or Health Laws, Grassroots shall refrain from conducting the work and immediately inform the City. Grassroots shall likewise comply with any City protocols designed to help prevent the spread of COVID-19. Grassroots acknowledges that the need to comply with the Health Order and Health Laws may result in the City canceling performance of any class or meetings of a class referenced in this Agreement. Injury of a Program Participant In the event of an injury occurring to a participant, the Grassroots will notify the City within 1 hour and complete an Incident Report in the form approved by the City. The Incident Report must be submitted to the City within 24 hours of the injury occurring. Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Sept. 2019 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.  Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Sept. 2019 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. 08/13/2020 SteelBridge Insurance Services, Inc. PO Box 629 Santa Cruz CA 95061 SteelBridge Customer Service (831) 425-6640 (888) 338-7277 csr@steelbridgeins.com Grassroots Ecology 3921 East Bayshore Road Palo Alto CA 94303 Great American Insurance Service American Indemnity Company 39152 2020-2021 Certificate A Y PAC2619893 02 07/01/2020 07/01/2021 1,000,000 100,000 5,000 1,000,000 3,000,000 3,000,000 Improper Sexual Conduct 1,000,000 A CAP2619894 02 07/01/2020 07/01/2021 1,000,000 Uninsured motorist combined single limit 1,000,000 A UMB2619895 02 07/01/2020 07/01/2021 2,000,000 B Y SATIS0028200 07/01/2020 07/01/2021 1,000,000 1,000,000 1,000,000 A Professional Liability PAC2619893 02 07/01/2020 07/01/2021 Each Occurrence $ 1,000,000 City of Cupertino, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and contractors are named as Additional Insured with respect to liability arising out of the operations of the named insured. Additional Insured and associated endorsements are only valid if required by written contract. 30 day notice of cancellation applies if required by contract. City of Cupertino 10300 Torre Ave. Cupertino CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Grassroots Ecology 00006077 SteelBridge Insurance Services, Inc. 25 Certificate of Liability Insurance Waiver of Subrogation Applies. ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Professional Liability PROF 1,000,000 Medical Expense MEDEX 5,000 ADDITIONAL COVERAGES Ref #Description Edition DateForm No.Coverage Code Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Copyright 2001, AMS Services, Inc.OFADTLCV Exhibit E Labor Code Requirements 1. The following prevailing wage provisions apply to this Agreement. 1.1 In General. For purposes of California labor law, this is a public works contract subject to the provisions of Part 7 of Division 2 of the California Labor Code (Sections 1720 et seq.). In accordance with Labor Code Section 1771, Contractor and all subcontractors shall pay not less than current prevailing wage rates as determined by the California Department of Industrial Relations (“DIR”) to all workers employed on this project as applicable. In accordance with Labor Code Section 1815, Contractor and all subcontractors shall pay all workers employed on this project 1 ½ the basic rate of pay for work performed in excess specified hour limitations. The work performed pursuant to this Agreement is subject to compliance monitoring and enforcement by the Department of Industrial Relations. 1.2 Registration. Contractor and all subcontractors are not qualified to bid on or be listed in a bid proposal, subject to the requirements of section 4104 of the California Public Contract Code, and shall not engage in the performance of any work under this Agreement, unless currently registered and qualified to perform public work pursuant to section 1725.5 of the California Labor Code. Contractor represents and warrants that it is registered and qualified to perform public work pursuant to section 1725.5 of the Labor Code and will provide its DIR registration number, along with the registration numbers of any subcontractors as required, to the City. 1.3 Posting. Contractor shall post at the job site the determination of the DIR director of the prevailing rate of per diem wages together with all job notices that are required by regulations of the DIR. 1.4 Reporting. Contractor and any subcontractors shall keep accurate payroll records in accordance with Section 1776 of the Labor Code and shall furnish the payroll records directly to the Labor Commissioner in accordance with the law. 1.5 Report on Prevailing Rate of Wages. The City has obtained the general prevailing rate of per diem wages in the vicinity of the project for each type of worker needed, a copy of which is on file at the City of Cupertino City Hall, and shall be made available to any interested party upon request. 1.6 Employment of Apprentices. Contractor’s attention is directed to the provisions in Sections 1777.5 and 1777.6 of the Labor Code concerning the employment of apprentices by the Contractor or any subcontractor. It shall be the responsibility of the Contractor to effectuate compliance on the part of itself and any subcontractors with the requirements of said sections in the employment of apprentices. Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Director of Industrial Relations, ex-officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices. 1.7 Penalties. Contractor’s attention is directed to provisions in Labor Code Sections 1775 and 1813. In accordance with Labor Code Section 1775, Contractor and subcontractors may be subject to penalties for Contractor’s and subcontractors’ failure to pay prevailing wage rates. In accordance with Labor Code Section 1813, Contractor or subcontractors may be subject to penalties for Contractor’s or subcontractors’ failure to pay overtime pay rates for hours worked by workers employed on this project in excess specified hour limitations. 1090602.1