3. List of Exhibits: The following attachments are incorporated herein:

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1 CONTRACT BETWEEN UNIVERSITY OF CALIFORNIA COOPERATIVE EXTENSION AND THE SOUTHERN SONOMA COUNTY RESOURCE CONSERVATION DISTRICT FOR GRAZING WAIVER ASSITANCE TO RANCHERS IN THE SONOMA CREEK WATERSHED Sonoma County, CA THE UNIVERSITY OF CALIFORNIA COOPERATIVE EXTENSION hereinafter referred to as UCCE, hereby enters into a contract with the Southern Sonoma County Resource Conservation District, hereinafter referred to as SSCRCD, to participate in providing ranch and farm visits, educational outreach and/or workshop participation for public and/or private land managers to share information related to sediment and pathogen TMDLs and the Conditional Grazing Waiver in the Sonoma Creek Watershed, including on-farm assistance to complete and initiate implementation of Ranch Water Quality Plans (the Project ). TERMS AND CONDITIONS 1. Effective date and duration: This contract shall become effective upon signing of both parties and shall be in effect until December 31, 2013, or such time as may be extended by permissible delays. 2. Termination: Either party shall have the right to terminate this contract for any reason upon 15-day written notice to the other party. In the event of such termination, UCCE shall be entitled to payment for all work performed on the Project prior to such termination. 3. List of Exhibits: The following attachments are incorporated herein: Exhibit A. Scope of Work Exhibit B. Budget Exhibit C. Grant Conditions 4. UCCE Responsibilities: A. UCCE shall perform services in accordance with the Scope of Work, attached as Exhibit A; Budget, attached as Exhibit B; and Grant Conditions, attached as Exhibit C. B. UCCE will supply all labor and materials needed to complete work as directed in this contract. 5. Total Costs: Not to exceed $10,000 without written authorization from SSCRCD. 6. Invoices: UCCE will invoice the SSCRCD bi-monthly by the 5 th of the applicable month (i.e. invoicing for 10/1/12-10/31/12 due by 11/5/12) for reimbursement from grant funds when qualifying expenditures are initially made by UCCE. UCCE will provide a progress report with a description of services rendered during the period of the invoice. In the event of a dispute or an audit UCCE will provide copies of supporting documentation which may include purchase orders, invoices and original receipts for purchases of any materials or supplies, and outside services. Any such request to review the referenced supporting documentation or audit shall be made in advance and shall occur at reasonable business hours at the UCCE offices. Invoices shall be submitted as often as monthly and not less than bi-monthly, and shall reference the Contract# EPA2100_GrazingWaiver_UCCE_ Invoice must include total amount of cost being billed for the statement period; costs for staff identified including hours worked by person under the appropriate task. The SSCRCD is unable to issue payment until a W-9 has been submitted to the SSCRCD. Page 1 of 11

2 7. SSCRCD Responsibilities: A. Payments. For all work completed under agreement, SSCRCD will send payment to UCCE within 30 days of reimbursement from Funder to the following address: Cashier's Office University of California PO Box West Sacramento, California Status of UCCE: All services shall be performed as an independent contractor. 9. Indemnification: SSCRCD shall defend, indemnify and hold UCCE, its officers, employees and agents harmless from and against any and all liability, loss, expense (including reasonable attorney's fees), or claims for injury or damages arising out of the performance of this agreement but only in proportion to and to the extent such liability, loss, expense, attorney's fees or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of SSCRCD, its officers, agents or employees. UCCE shall defend, indemnify and hold SSCRCD, its officers, employees and agents harmless from and against any and all liability, loss, expense (including reasonable attorney's fees), or claims for injury or damages arising out of the performance of this agreement but only in proportion to and to the extent such liability, loss, expense, attorney's fees or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of UCCE, its officers, agents or employees. 10. Commercial General Liability and Automobile Liability Insurance: UCCE shall provide proof of insurance maintaining coverage at least as broad as the following for both commercial general liability and automobile liability insurance: A. Insurance Services Offices Office Commercial Liability coverage (Occurrence Form CG 0001) B. Insurance Service Offices Form Number CA 0001 covering Automobile Liability, Symbol 1 (any auto) C. General Liability: One million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used either the general aggregate limit shall apply (with the ISO CG 2503, or ISO CG 2504, or insurer s equivalent endorsement provided to the SRCD) or the general aggregate limit shall be twice the required occurrence limit. D. Automobile Liability. One million dollars ($1,000,000) for bodily injury and property damage for each accident limit. E. Such liability insurance shall indemnify the SSCRCD against loss from liability imposed by law upon, or assumed under contract by, UCCE for damages on account of such bodily injuries (including death), property damage, personal injury, and completed operations and product liability F. The general liability policy shall cover bodily injury and property damage liability, owned and non-owned equipment, blanket contractual liability, and completed operations liability G. The automobile liability policy shall cover all owned, non-owned, and hired vehicles. H. UCCE shall provide proof of insurance to the SSCRCD upon the signing of this contract and/or prior to beginning any work. 11. Workers Compensation and Employer s Liability Insurance: UCCE shall provide proof of insurance verifying that it is insured (or be qualified self-insured) under the applicable laws relating to workers compensation insurance, all of their employees working on or about the construction site, in accordance with the Workers Page 2 of 11

3 Compensation and Insurance Act, Division IV of the Labor Code of the State of California and any Acts amendatory thereof. 12. Attorney Fees, Applicable Law and Forum: In the event either party brings an action or proceeding for damages arising out of the other s performance under this contract or to establish the right or remedy of either party, the prevailing party shall be entitled to recover reasonable attorney fees and costs as part of such action or proceeding. This contract shall be construed and interpreted according to the substantive law of California, regardless of the law of conflicts to the contrary in any jurisdiction. Any action to enforce the terms of this Contract or the breach thereof shall be brought and tried in the forum nearest to the City of Petaluma, in the County of Sonoma. 13. Nondiscrimination: UCCE shall comply will all applicable federal, state, and local laws, rules and regulations in regard to non-discrimination. UCCE agrees not to unlawfully discriminate, harass or to allow harassment against any employee or applicant for employment because of sex, race, religious creed, color, ancestry, age, marital status, physical disability, mental disability, medical condition, national origin and denial of family care leave. 14. Consent: Wherever in this Contract the consent or approval of one party is required to an act of the other party, such consent or approval shall not be unreasonably withheld or delayed. 15. Merger: This writing is intended both as a final expression of the Contract between the parties hereto with respect to included terms and as a complete and exclusive statement of the terms of the Contract, pursuant to Code of Civil Procedure No modification of this Contract shall be effective unless and until modification is evidenced in writing and signed by both parties. 16. Assignment and Delegation: Neither party hereto shall assign, sublet, or transfer interest in or duty under this Contract without the written consent of the other, and no assignment shall be in force or effect whatsoever unless and until the other party shall so have consented. The above contract as outlined is hereby agreed upon: UCCE Printed Name, Title Signature Date SSCRCD Printed Name, Title Signature Date Page 3 of 11

4 Appendix A: Scope of Work Services to be provided by UCCE: UCCE staff will provide ranch and farm visits, educational outreach and/or workshop participation for public and/or private land managers to share information related to sediment and pathogen TMDLs and the Grazing Waiver. Specifically, we work directly with participating grazing land owners and managers in the use and completion of the Ranch Water Quality Plan, Compliance Monitoring & Annual Certification templates (Attachment A). We are currently providing this support and role for ranchers in the Napa Valley Watershed and have an ongoing similar support program for livestock grazing operations in the Tomales Bay Watershed. Like those programs, we will coordinate with RCD and Natural Resources Conservation Service staff that is in place to develop the maps required to complete the Ranch Water Quality Plans. Outputs will include providing outreach and technical assistance to a minimum of two (2) with a goal of four (4) grazing operations including completion of Ranch Water Quality Plans. Schedule: 10/15/12-12/31/13 Deliverables: Bi-monthly progress reports submitted with invoices which document: documenting applicable workshops and/or outreach; site visit activities (i.e. date, topics and/or presenters, number of attendees, element of Ranch Water Quality Plan completed, etc.); applicable copies of any educational or outreach materials disseminated; document number of Ranch Water Quality Plans completed. Page 4 of 11

5 Exhibit B: Budget Item Unit Unit Cost Subtotal Staff Research Assistant III Salary and Benefits (48.3% of salary) 1.1 months $6,880 $7572 Mileage 650 miles $0.50 $325 Materials $200 Subtotal 8,097 Indirect Costs (23.5%) $1,903 Total $10,000 Budget Justification - Staff Research Assistant III is to work a total of 1.1 months from October 15, 2012 to December 31, 2013 on the project in support of completing all tasks. Mileage represents 6.5 days of travel to project and ranch sites for Ranch Water Quality Plan completion and participation in educational workshops. Each day was estimated to have 100 miles of travel. Materials include general office and field supplies needed to assist with completion of Ranch Water Quality Plans. Materials include general office and field supplies needed to assist with completion of Ranch Water Quality Plans. Page 5 of 11

6 Exhibit C. Grant Conditions The Environmental Protection Agency (EPA), Association of Bay Area Governments (AGAG) and Marin Municipal Water District (MMWD) are herein after referred to as Funding Agencies. Provided below are Grant Conditions required by the Funding Agencies. UCCE, and any subcontractors, are required to comply with the following Grant Conditions. Hold Harmless Subcontractor shall hold harmless, defend at its own expense and indemnify the Funding Agencies against any and all liability, claims, losses, damages, or expenses, including attorneys' fees, arising from all acts or omissions to act of the Subcontractor or its officers, agents or employees in rendering services under this Agreement. Equal Employment Opportunity In connection with the execution of this Agreement, the Subcontractor shall not discriminate against any employee or applicant for employment because of race, religion color, sex, age, or national origin. The Subcontractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, age, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Subcontractor further agrees to insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. Changes Funding Agencies may at any time, by written order, make changes within the general scope of the grant agreement in the services or work to be performed. If such changes cause an increase or decrease in the Subcontractor cost or time required to perform services under tasks included in the Agreement, whether or not changed by any order, Funding Agencies shall agree to make an equitable adjustment and modify Agreement in writing. Access to Records The Subcontractor shall maintain books, records, documents and other evidence directly pertinent to performance on EPA funded work under this Agreement in accordance with generally accepted accounting principles and practices consistently applied, and 40 CFR Parts 30 or 31 in effect on the date of execution of the Agreement. Subcontractor Conflict of Interest The Subcontractor covenants that presently there is no interest, and none shall be acquired, direct or indirect, which conflicts in any manner or degree with the Subcontractor s performance of services as required under this Agreement. The Subcontractor further covenants that in the performance of this Agreement, no person having any interest shall be employed by it. Funding Agency Conflict of Interest No "employee, officer, or agent of Funding Agencies shall participate in selection or in the award or administration of a contract if a conflict of interest, real or apparent, would be involved. Such a conflict would arise when: (a) the employee, officer or agent; (b) any member of his or her immediate family; (c) his or her partner; or Page 6 of 11

7 (d) an organization which employs, or is about to employ, has a financial or other interest in the firm selected for award. Funding Agencies officers, employees or agents shall neither solicit nor accept gratuities, favors or anything of monetary value from contractors, potential contractors, or parties to subagreements. Rights in Data Funding Agencies reserve a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for public purposes: (a) any work developed under a grant, subgrant, or contract under a grant or subgrant; and (b) any copyrights which a grantee, subgrantee or a contractor acquires with grant support. Conservation The Subcontractor shall recognize mandatory standards and policies relating to energy efficiency which are contained in the State Energy Conservation Plan issued in compliance with the Energy Policy and Conservation Act (42 USC Section 6321, et seq.) Subcontracts The Subcontractor may not subcontract any part of the Project without the express written approval of SSCRCD, which approval shall not be unreasonably withheld. Upon termination of any subcontract, SSCRCD shall be notified immediately. Subcontractor and its subcontractor(s) shall comply with the applicable regulation 40 CFRPart 30 (nonprofits) or 40 CFR Part (public agencies) for the procurement of goods and services which state that all procurement transactions shall be conducted in a manner providing full and open competition. 40 CFR Part (i)(3) through (6) refer specifically to construction projects. Time of the Essence Time is of the essence in this Agreement. Controlling Law This Agreement and all matters relating to it shall be governed by the laws of the State of California. Independent Contractor The Subcontractor renders its services under this Agreement as an independent contractor. None of the Subcontractor's agents or employees shall be agents or employees of the Funding Agencies. Severability Should any part of this Agreement be declared unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the parties. Attorney's Fees In the event either of the parties brings an action or legal proceeding due to an alleged breach of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs as determined by an arbitrator or by a court of competent jurisdiction. Single Audit Act In accordance with OMB Circular A-B3, the Subcontractor hereby agrees to obtain a single audit from an independent auditor if it expends $500,000 or more in total Federal funds in any fiscal year. Within nine (9) months after the end of Page 7 of 11

8 ABAG's fiscal year or thirty (30) days after receiving the report from the auditor, the Subcontractor shall submit a copy of the SF-SAC and a Single Audit Report Package. For fiscal periods 2008 and beyond the Subcontractor MUST submit a copy to the SF-SAC and a Single Audit Report Package, using the Federal Audit Clearinghouse's Internet Data Entry System. To complete the information on how to accomplish the 2008 and beyond Single Audit Submissions you will need to visit the Federal Audit Clearinghouse Web site: Compliance with Program for Utilization of Small, Minority and Women's Business Enterprise (DBE) The Subcontractor agrees to comply with the requirements of EPA's Program 'for Utilization of Small, Minority and Women's Business Enterprise (DBE) in procurement under this contract as set forth in 40 CFR Part 33. The EPA DBE rule can be accessed at In addition, the Subcontractor agrees to make good faith efforts whenever procuring construction, equipment, services and supplies under this contract, and to ensure that subcontractors also comply with 40 CFR Section (six good faith efforts). Records documenting compliance with the six good faith efforts shall be retained. The following are the six good faith efforts whenever procuring construction, equipment, services and supplies under this contract: a) Ensure DBEs are made aware of contracting opportunities to the fullest extent practicable through outreach and recruitment activities. For Indian Tribal, State and Local and Government contractors, this will include placing DBEs on solicitation lists and soliciting them whenever they are potential sources. b) Make information on forthcoming opportunities available to DBEs and arrange time frames for contracts and establish delivery schedules, where the requirements permit, in a way that encourages and facilitates participation by DBEs in the competitive process. This includes, whenever possible, posting solicitations for bids or proposals for a minimum of thirty (30) calendar days before the bid or proposal closing date. c) Consider in the contracting process whether firms competing for large contracts could subcontract with DBEs. For Indian Tribal, State and local Government contractors, this will include dividing total requirements when economically feasible into smaller tasks or quantities to permit maximum participation by DBEs in the competitive process. d) Encourage contracting with a consortium of DBEs when a contract is too large for one of these firms to handle individually. e) Use the services and assistance of the Small Business Administration (SBA) and the Minority Business Development Agency of the Department of Commerce. f) If the Subcontractor awards subcontracts, the Subcontractor shall be required to take the steps in paragraphs (a) through (e) of this section. MBE/WBE Utilization Report The Subcontractor agrees to complete and submit, a MBE/WBE Utilization Report (EPA Form A) within 20 days after the end of the Federal fiscal year; i.e. by October 20 of each calendar year. Negative reports are required. Only procurements with certified MBE/WBEs are counted towards satisfying the MBE/WBE accomplishments. EPA Form A may be obtained from the EPA Office of Small Business Programs Home page at Procurement The Subcontractor agrees when procuring services, equipment, and/or supplies under this agreement, the Subcontractor will follow the same policies and procedures used for procurements from its non-federal funds. The Subcontractor will follow their own procurement policies and procedures provided that the policies and procedures Page 8 of 11

9 conform with EPA regulations 40 CFR Part or (as applicable) which state that all procurement transactions will be conducted in a manner providing full and open competition. Subrecipients Vendors Determinations Subcontractor agrees to ensure that any subawards or subcontracts comply with the standards in Section 210(a-r) of OMB Circular A-133 and are not used to acquire commercial goods or services for subcontractors. Indirect Costs Indirect costs are authorized under this agreement in accordance with the cost principles of 2 CFR 230,220, or 225 (formerly OMB Circular A-122, A-21, or A-87) and the indirect cost rate cost allocation plan completed by the Subcontractor. The Subcontractor agrees to retain and make available a copy of the indirect cost allocation plan upon request, if necessary. Lobbying and Litigation The Subcontractor shall ensure that no grant funds awarded under this Agreement are used to engage in lobbying of the Federal Government or in litigation against the United States unless authorized under existing law. The Subcontractor shall abide by its respective 2 CFR 220, 225, or 230 (formerly OMB Circular A-2I, A-87, or A-I22), which prohibits the use of federal grant funds for litigation against the United States or lobbying or other political activities. Grant funds received by 501(c)(4) organizations (not-for-profit) shall not go to lobbying activities. New Restrictions on Lobbying The Subcontractor agrees to comply with Title 40 CFR Part 34, New Restrictions on Lobbying by submitting the certification and disclosure forms. In accordance with the Byrd Anti-Lobbying Amendment, any Subcontractor who makes a prohibited expenditure under Title 40 CFR Part 34 or fails to file the required certification or lobbying forms shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure. Resource Conservation and Recovery Act In accordance with the policies set forth in EPA Order and Executive Order (Strengthening Federal Environmental, Energy and Transportation Management dated January 24, 2007), the Subcontractor shall use recycled paper and double-sided printing for all reports which are prepared as a part of this Agreement and delivered to Funding Agencies. This requirement does not apply to reports prepared on forms supplied by Funding Agencies, or to Standard Forms, which are printed on recycled paper and are available through the General Services Administration. Drug Free Workplace The Subcontractor must make an ongoing, good faith effort to maintain a drug-free workplace pursuant to the specific requirements set forth in Title 40 CFR Additionally, in accordance with these regulations, the Subcontractor must identify all known workplaces under its federal awards, and keep this information on file during the performance of the award. The consequences for violating this condition are detailed under 40CFR The Code of Federal Regulations (CFR) Title 40 Part 36 can be accessed at gpo.gov/nara/cfr/waisidx 06/40cfr36 06.html Debarment and Suspension The Subcontractor shall fully comply with Subpart C of 2 CFR 180 and 2 CFR Part 1532, entitled "Responsibilities of Participants Regarding Transactions (Doing Business with Other Persons)." The Subcontractor shall ensure that any lower tier covered transaction as described in Subpart B of 2 CFR Part 180 and 2 CFR part 1532, entitled "Covered Transactions" includes a term or condition requiring compliance with Subpart C. The Subcontractor is responsible for further requiring the inclusion of a similar term or condition in any subsequent lower tier covered transactions. The Page 9 of 11

10 Subcontractor acknowledges that failing to disclose the information as required at 2 CRF may result in delay or negation of this agreement, or pursuance of legal remedies, including suspension and debarment. The Excluded Parties List System may be accessed at term and condition supersedes EPA Form , "Certification Regarding Debarment, Suspension, and Other Responsibility Matters." Management Fees Management fees or similar charges in excess of the direct costs and approved indirect cost rates are not allowable. The term "management fees or similar charges" refers to expenses added to the direct costs in order to accumulate and reserve funds for ongoing business expenses, unforeseen liabilities, or for other similar costs which are not allowable under this agreement. Management fees or similar charges may not be used to improve or expand the project funded under this agreement, except to the extent authorized as a direct cost of carrying out the scope of work. Trafficking Victims Protection Act To implement requirements of the Trafficking Victims Protection Act of 2000, as amended, the following provisions apply to this Agreement: a. The Federal awarding agency may unilaterally terminate this Agreement, without penalty, if a Subcontractor that is a private entity: (1) is determined to have violated an applicable prohibition in the Prohibition Statement below; or (2) has an employee who is determined by the agency official authorized to terminate the award to have violated an applicable prohibition in the Prohibition Statement below through conduct that is either: (a) associated with performance under this agreement; or (b) imputed to the Subcontractor using the standards and due process for imputing the conduct of an individual to an organization provided in 2 CFR Part 180, "OME Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement) as implemented by EPA at 2 CFR Part Any information received from any source alleging a violation of a prohibition in the Prohibition Statement below must immediately notify ABAG and EPA. b. The EPA right to terminate unilaterally that is described in paragraph a: (1) implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA.), as amended (22 U.S.C. 7104(g», and (2) is in addition to all other remedies for noncompliance that are available. The requirements of the Prohibition Statement below must be included in any subaward made to a private entity. Prohibition Statement- You as the Subcontractor, your employees, subrecipients under this award, and subrecipients' employees will not engage in severe forms of trafficking in persons during the period of time that the award is in effect; procure a commercial sex act during the time that the award is in effect; or use forced labor in the performance of the award or subawards under the award. Acknowledgments The Subcontractor should publicly acknowledge the U. S. EPA, San Francisco Bay Program and the San Francisco Estuary Partnership as the funding entity for projects under this award in both printed and web material or when asked by public entities, federal agencies or state and local agencies about the projects and ongoing results. The Subcontractor warrants that all its work will be performed in accordance with generally accepted practices and standards within its particular supply industry, as well as the requirements of applicable federal, state and local laws. The parties agree that the acceptance of the Subcontractor s products shall not operate as a waiver or release. Page 10 of 11

11 Records Maintenance Subcontractor shall maintain at all times full and complete documentation and accounting records concerning all products and services that are compensable under this agreement and shall make such documents, records and facilities available to Funding Agencies for inspection at any reasonable time. Subcontractor shall maintain such records for a period stipulated by rules governing Federal grant monies awarded under CFR 40 parts 30 or 31, as referenced in Access to Records. No Third Party Beneficiaries Nothing contained in this agreement shall be construed to create and the parties do not intend to create any rights in third parties. Page 11 of 11