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04-123 Santa Clara Valley (SCV) Urban Runoff Pollution Prevention Program FIRST AMENDMENT 'li0 AGREEMENT PROVIDING FOR IMPLEMENTATION OF THE SANTA CLAJ2A VALLEY URBAN RUNOFF POLLUTION PREVENTION PF ~~ F~~ ~s" ~rir'e t„sj'r~`~'~' ;OGFtAM This first amendment to Agreement providing for implementation of the Santa Clara Valley Urban Runoff Pollution Prevention Program (THE "Amendment") is entered into by and between the SANTA CLARA VALLEY WATER DID>TRICT, a local public agency of the State of California ("District"); CITY OF CAMPBELL, a municipal corporation of the State of Califomia; CITY OF CUPERTINO, a municipal corporation of the State of Califomia; CITY OF LOS ALTOS, a municipal corporation of the State of California; TOWN OF LOS ALTOS HILLS, a municipal corporation of the State of California; TC-WN OF LOS GATOS, a municipal corporation of the State of California; CITY OF MIL.PITAS, a municipal corporation of the State of California; CITY OF MONTE SERENO, a municipal corporation of the State of Califomia; CITY OF MOUNTAIN VIEW, a municipal corporation of the State of Califomia; CITY OF PALO ALTO, a municipal corporation of the State of Calii~omia; CITY OF SARATOGA, a municipal corporation of the State of California; CITY OF SAIN JOSE, a municipal corporation of the State of California; CITY OF SANTA CLARA, a municip~-I corporation of the State of Califomia; CITY OF SUNNWALE, a municipal corporation of the State of Califomia; and COUNTY OF SANTA CL.ARA, a municipal corporation of the State of California. All of the above mentioned entities are hen~inafter collectively referred to as "Parties" or individually as "Party." RECIT~ILS A. The Parties previously entered into that certain Agreement Providing For Implementation of the Santa Clara Valley Urban Runoff Pollution Prevention Program (the "Agreement" or "MOA") pursuant to which the Parties established certain terms and conditions relating to the implementation aind oversight of the Santa Clara Valley Urban Runoff Pollution Prevention Program (the "Program".). A copy of the agreement is attached hereto as Appendix A. Unless otherwise set forth herein, all terms shall have the meaning set forth in the Agreement; B. The Agreement provided for afive=year term, which, based on its execution, is currently set to conclude on or about March 10, 2005; C. The Parties expect to utilize the Program to submit a reapplication for the NPDES Permit in early 2005 and to otherwrise address a variety of matters related to assisting the Parties in effectuating compli;3nce with the Permit after March 10, 2005; D. The Parties therefore desire to extend the term of the MOA as set forth below; E. Section 7.02 of the MOA provides 1:hat it may be amended by the unanimous written agreement of the Parties and that ~-II Parties agree to bring any proposed amendments to their Council or Board, as applicable, within three (3) months following acceptance by the Management Committee; and NOW, THEREFORE, THE PARTIES HERETO FURTHER AGREE AS FOLLOWS: Section 6. Section 6.02 of the Agreement is hereby amended as follows: 6.02.01 This Agreement shall continue in full force and effect for an additional one year beyond its original termination date of March 10, 2005, unless otherwise terminated by the Parties in accordance with Section 6.03. Section 2. Section 2.04 of the Agreement is hereby amended as follows: 2.04.01 The Program shall conduct an independent review by December 31, 2005 to evaluate the MOA's cost allocation formula and evaluate the term, scope and cost of the Program MOA. 2 IN WITNESS WHEREOF, The Parties have executed this Amendment effective as of March 10, 2005. Santa Clara Valley Water District. By: Name: Title: Date: County of Santa Clara: By: Name: Title: Date: City of ~ By: Name: Title: Date: 3 i IN WITNESS WHEREOF, The i'arties have executed this Amendment effective as of March 10, 2005. Santa Clara Valley Water District: By: Name: ~ .~r!^ Title: G X11 Date: G3~S County of Santa Clara: By: Name: Title: Date: City of ay: Name: _. Title: Date: 3 IN YV{TNESS WHEREOF, The Parties have executed this Amendment e#fective as of March 10, 200x. Santa Clara Valley Water District. By: Name: Title Date: C p ~ C ~d 4~ County of Santa Clara: By: Name: Title: Date: City Of Campbell By. Name: Robert Kass Title: Interim City Manager Date: 3 e~~o~ 3 NOW, THEREFORE, THE PARTIES HERETO FURTHER AGREE AS FOLLOWS: Section 6. Section 6.02 of the Agreement is hereby amended as foifows: 6.02.01 This Agreement shall continue in full force and effect for an additional one year beyond its original termination date of March 10, 2005, unless otherwise terminated by the Parties in accordance with Section 6.03. Sect Section 2.04 of the Agreement is hereby amended as follows: 2.04.01 The Program shall conduct an independent review by December 31, 2005 to evaluate the MOA's cost allocation formula and evaluate the term, scope and cost of the Program MOA. IN WITNESS WHEREOF, The Parties have executed this Amendment effective as of March 10, 2005. Santa Clara Va!!ey Water Distrfck By: County of Santa Clara: City of Cupertino: Name: Title: Date: 8y: Name: Title: Date: Name: _`~~ J~ t ~ W ~~A/ %~• f ~ ~ Title: r Dale: 3. (~ ~ 2 IN WITNESS WHEREOF, the Parries ha~•e executed this :lmcndmcift cffecti~-c as cif March 1(-, 2{!0~. Santa Clara Valley il7aterDistrfct.• 1''~--: I`.amc: 'l~itlc: I)atc: County ofSanta Clara: I~~t-: _ 1`: ame: 1'itlc: Date: Ci ofLos Altus : F~~-: „~ ' ty I 1`vamc: Philip L. Rosc `/! '1'itlr: Cin~ ~[anagcr I}ate: iN WITNESS WHEREOF, The Parties have executed this Amendment effective as of March 10, 2005. Santa Clara Valley Water District By: Name: Title: Date: County of Santa Clara: By: Name: Title: Date: •~ '~ Town of Los Altos Hills: By: LLc. Name: Maureen Cassingham j~ Title: City Manager Q ~. Date: ' <;Lyr~ J r~1~iD;5 !~- 1N WITNESS WHERED~,.The Parties have ex+scuted this Amendrraent affective as of March 10, 2005. Santa Clara Va!!ey Water district: By: Name: Title: Date: County of Santa Clare: By: Name: Title: Date: ~_ Town of Los Gatos By: _ De36ra T rg Manager Date: c~ ~ C9~~ Approved as to Form By _ - ~- orb, Town Attarmey Date: _ - `~ • © J Attest By. _ Marl J. era, lerkAdmrnrstrafor ;3 NOW, TNEREF()RE, THE PARTIES HFRETU FURTIi1N:K AGREE AS FC)LLOWS: Section 6. Scction 6.02 of the Agreement is hereby amended as follows: 6.t)2 This Agreement shall continue in full force and effect for an additional one year beyond its original termination date of March 10, 2(}05, unless otherwise terminated by the Parties in accordance ~+~ith Section 6.03. Section 2. Scction 2.C>4 of the Agreement is hereby amended as follows: 2,04 The Program shall conduct an independent review by December 3 t, 2005 to evaluate the VIOA's cost allocation formula and evaluate the term, scope and cost of the Program MOA. IN V1'ITlil~:.SS WEIh:R1E:OF, The Parties have executed this Amendment as of March 10, 2005. Santa Clara Valley Water District: By: Name: Title: Date: Corcrtty of Santa Clara: By: Name: Ti tlc: DatC: r,_.`. City of MILPITAS By: home A~'P~R.~'~~~} DAtE C.}Tv ATTORNEY Tille: Acting City M~~.nager Date: 2 tN WITNESS WHEREQF, The Parties have executed this Amendment effective as of March 14, 2405. Santa Clara Ya1Jey Water District By: Name: Title: Date: County of Santa Clara: By: Name: Title: Date: City of / 11G~TC~ ~s.n By: Name: Title: Date: 4~+~-' ~J _~.~~s~c~cA-P r' __, ~ ~ S 3 IN ~b'I'J'VESS ~'HF;RF.nF. ~1'hc i'ilf~il'S tt~t~°c cxecutc~i this Amendnicnt ctfcrti~z as ~~t' Santa Clara I`alle~~ ~i~'ater District: I3~•: ?Name: Title: Date: Corcnt}~ vfSarrta Clara: Ay: ._ ..- Name: __. _..... Title: .__ . Date: . T`~ ~~ City of z~lountain G'iew: By: Name: Kevin Duggan 'Citle: C:it~Mana~er llatc: q ..'~Do.S 3 iN 1MTNESS WHEREOF, The Parties have executed this Amendment effective as of March 10, 2005. Santa Clara Va!!ey Wafer District By: Name: Title: Date: County of Santa Clara: By: Name: Title: Date: City of Palo Alto gy. Name: Jim Burch Title: Mayor Date: March 10 2 0 0 5 3 IN WITNESS WHEREOF, The Parties have executed this Amendment effective as of March 10, 2005. Santa Clara Valley Water District By: Name: Title: Date: of Santa Clara: BY: Count y Name: Title: Date: of Saratoga: BY~ Cit ..~ ""` - y Name: Dave Anderson Title: City Manager Date: ~~ tt--' ~ ~'~ AZ'I'FST: s City Clerk ~ " ~\ _ .. ~, 3 IN WITNESS WHEREE}F, the Parties have executed this Amendment effective as of March 10, 244. Santa Clara Talley Water District: By: Name: Title: Date: County of Santa Clara: E3y: :'.dame: 't'itle: 17ate: City of San Jose: }3y: ~~~/ / jj ~ iJan, e: .... _ .. _ ... _ .. i'itle: Date: PETER 1E __ ASSISTANT TC TIDE CITY N(ANAG£R ~-~aos' IN WITNESS WHEREOF, The Parties have executed this Amendment effective as of March 10, 2005. Santa Clara Va11ey Water District By: Name: Title: Date: Counfy of Santa Clara: By: Name: Title: Date: '1, City of ~«~+~ Cla~•-a By: Name: ~ ~ ~~ ~~--' S u.G ~ h Title: ~+s +Z"Y1 YtG+Q e r Date: i'Y1 o~t~- g ~D4~ /(~P VED AS TO R D D. PFEIF ~~ ~ ~~ ~~~~~ Cant City Attor cy ~ J City Clerk 3 IN WITNESS WHEREOF, The Parties have executed this Amendment effective as of March 10. 2005. Santa Clara Valley Water DistrPct: By: _ Name: Title: Date: County of Santa Clara: By: • Name: Title: Date: City of SunnWate: 8y: _ *.• ;~- Name: _ Amv Chan Title: City Manager Date: Lei!/~"~,'~ ~~~~-- -. Approved as to Form: i3y: _ .~ ~ /l~ ~~ Name: Joan Borger Title: Acting Citv Attornev Date: 3 I . S 1 i tN WITNESS WHEREOi`, The Parties have executed this Amendment efiec#ive as of March 10, 2Q05. Santa Dtara Yalfey Water Drstnics* By: Narne: Title: Date: (/ County of Santa Gars: By: t- ~ Name: IZ 3~IS8 Ttle: t~1AIR ~~31~~ C3P Si:JPEFi~V1S~~l Date: ~ 1~ 2005 .`_-" Ctty of ay: Name: Title: Date: Attest: Phyilis Pe erk of the Board of pefvisors Hate: 0 ~ 2005 Approved as to form and legality. r . Kathy Kret rater, Deputy County Counsel Date: a~~ i~ ~ GS SCVURPQP FIRST AMENQMIENT 3 Appendix A AGREEMENT PROVIDING FOR ,IMPLEMENTATION OF THE SANTA CLARA VALLEY URBAN RUNOFF POLLUTION PREVENTION PROGRAM THIS AGREEMENT, is made and entered into this day of 1999 by and between the SANTA CLARA VALLEY WATER DISTRICT (DISTRICT), a local public agency of the Slate of California; COUNTY OF SANTA CLARA, a political subdivision of the State of California; CITY OF CAMPBELL, a municipal corporation of the State of Califomia; CITY OF CUPERTINO, a municipal corporation of the State of California; CITY OF LOS ALTC)S, a municipal corporation of the State of Califomia; TOWN OF LOS ALTOS HILLS, a municipal corporation of the State of Califomia; TOWN OF LOS GATOS, a munilcipal corporation of the State of Califomia; CITY OF MILPITAS, a municipal corporation of the State of Califomia; CITY OF MONTE SERENO, a municipal corporation of the State of California; CITY OF MOUNTAIN VIEW, a municipal corporation of the State of California; CITY OF PALO ALTO, a municipal corporation of the State of Califomia; CITY OF SAN JOSE, a municipal corporation of the State of Califomia; CITY OF SANTA CLARA, a municipal corporation of the State of California; CITY OF SARATOGA, a municipal corporation of the State of Califomia;.and CITY OF SUNNYVALE, a municipal corporation of the State of Califomia. All of the above-mentioned entities are hereinafter collectively referred to as "PARTIES" or individually as "PARTY." RECITALS: A. The 1986 Water Quality Control Plan for the San Francisco Bay (Basin Plan), adopted by the Califomia Regional Water Quality Control Board, San Francisco Bay Region, in implementation of the FedE:ral Clean Water Act, required that PARTIES develop a program to control pollution from urban runoff, or nonpoint sources of water pollution in the Santa Clara Valley. B. In furtherance of their responsibilities pursuant to the Basin Plan, the PARTIES have previously entered into a series of agreements to jointly fund the cost of preparing an action plan to evaluate nonpoint source pollutants, monitor ident~ed pollutants, and develop control measures to mitigate or reduce nonpoint source pollution. Collectively, the measures undertaken pursuant to the previous agreements and anticipated to continue pursuant to this Agreement, were known as the Santa Clara Valley Nonpoint Source Pollution Control Program and upon execution of this agreement henceforth shall be known as the Santa Clara Valley Urban Runoff Pollution Prevention Program (hereinafter called "Program°). C. In 1987 Congress added Section 402. (p) to the Federal Clean Water Act (CWA) (33 U.S.C. Section 1342 (p)), which requires certain municipalities and industrial facilities to obtain a National Pollutant Discharge Elimination System (NPDES) permit far the 76075 4 MOA JRG:MGD 10!19/99 Appendix A SCVURPPP MEMORANDUM OF AGREEMENT Page 2 of 13 discharge of stormwater to navigable waters. NPDES permits are also required under Section 402 (p) for any stormwater discharge which the Federal Environmental Protection Agency (EPA) or a State has determined contributes to a violation of a water quality standard or is a significant contributor of pollutants to surface waters. D. Section 402 (p) further required EPA to promulgate regulations for initial NPDES permit applications for stormwater discharges. The EPA promulgated such regulations in November 1990. E. The EPA has delegated authority to the Califomia State Water Resources Control Board (SWRCB) to administer the NPDES permit process within Califomia and, in tum, the SWRCB has delegated authority to the Califomia Regional Water Quality Control Board -San Francisco Bay Region (RWQCB-SFBR} to administer the NPDES permit process within its region. F. Pursuant to Section 402 (p) of the CWA and EPA regulations, the RWQCB-SFBR adopted the following orders further defining the program that the PARTIES are to develop and implement: 1. Order No. 90-094 (NPDES Permit No and 2. Order No 95-180 (NPDES Permit No. CA0029718), adopted June 20,1990; CAS029718); adopted August 23, 1995. G. In and for the mutual interest of the. PARTIES, the PARTIES wish to continue the Program by entering into this Agreement for the purpose of ensuring continued participation, in terms of cost and administrative responsibilities. H. DISTRICT is a local public agency of the State of Califomia duly organized and existing within the County of Santa Clara. The County of Santa Clara is a political subdivision of the State of California. All other PARTIES are municipal corporations, duty organized and existing under the laws of the State of Califomia. ' I. The RWQCB-SFBR is conducting a Watershed Management Initiative (WMI) in Santa Clara County. The Program is required, as part of its NPDES permit, to develop and implement a Watershed Management Measures Strategy. The Urban Runoff Management Plan of the Program contains the Program's Watershed Management Measures Strategy. This strategy, consistent with the NPDES permit, coordinates Program activities with the WMI to develop and implement cost-effective approaches to address specific urban runoff pollution problems. The Program, through a continuous improvement process, annually reviews the strategy. 76075 4 MOA JRG:MGO 10/19/99 Appendix A SCVURPPP MEMORANDUM OF AGREEMEAlT Page 3 of 13 NOW, THEREFORE, THE PARTIES HERETO FURTHER AGREE, AS FOLLOWS: Section 1. Santa Clara Vallev Urban Runoff Pollution Prevention Program 1.01 The Santa Clara Valley Nonpoint Source Pollution Control Program ("Program°) is hereby continued as the Santa Clara Valley Urban Runoff Pollution Prevention Program to fulfill the requirements of NPDES Permit No. CAS029718 as it exists, may be modified, or may be reissued in the future (hereinafter referred to as "NPDES Permit"). 1.02 The Program is a collective effort and implementation of area-wide activities, designed to benefit all PARTIES. Section 2. Management Committee 2.01 A Management Cammittee is hereby reconstituted to provide for overall Program coordination, review, and twdget oversight, with respect to the NPDES Permit. 2.02 The Management Committee may as necessary adopt and revise Bylaws for its governance. 2.03 The Management Committee: is the official management and oversight body of the Program. The Management (:ommittee shall direct and guide the Program and review and approve the Prograi~n Budget. The Management Committee shall consider permit compliance, including benefit to a majority of the PARTIES, as a primary objective in approving Program tasks and corresponding budgets. 2.04 The Management Committee may periodically re-evaluate and make recommendations to the PARTIES c;onceming reallocation of the proportion of the annual Program contribution that each PARTY shall pay. 2.05 The voting membership of the Management Committee shall consist of one designated voting representati~ie from each PARTY. An alternative voting representative may be appointed by each PARTY. The RWQCB- SFBR may appoint anon -voting representative and alternate to the Management Committee. 2.06 A quorum of the Management Committee shall be achieved when at least nine (9) voting representatives, including at least one (1) representative from each of City of San Jose and Santa Clara Valley Water District, are present at any Management Committee meeting. 2.07 Meetings of the Management Committee, including any closed sessions with Program Legal Counsel, shall be conducted in accordance with the "Brown Act" 76075_4 MOA JRG:MGD 10/19/99 :~~. Appendix A SCVURPPP MEMORANDUM OF AGREEMENT Page 4 of 13 (Government Code Section 54950 et seq.) The individual parties have differing opinions on whether the Brown Act legally should be interpreted as applying to members of the Management Committee. In executing this Agreement, the parties do not waive their right to take the position that the Brown Act legally does not apply, but voluntarily agree to follow Brown Act procedures for Management Committee meetings. Except for official meetings of the Management Committee, nothing herein shall be interpreted to require meetings between staff members of the individual Parties (including designated representatives of the Parties) to be subject to the Brown Act, where the Brown Act would not otherwise apply. Each party is individually responsible for ensuring that it complies with the Brown Act. 2.08 The affirmative vote of at least eight (8) voting members of the Management Committee, which collectively contribute at least fifty percent (50%) of the area-wide Program costs (a "Majority Vote°), is necessary to approve any measure brought before the Management Committee. 2.09 The Management Committee shall be responsible for selecting any consultant(s) or contractor(s) who are to be paid from Program funds (°Outside Contractors°), using a process approved by the Contracting Agent, and for reviewing and approving any contracts with Outside Contractors, including the scope(s) of work, schedules of performance, use of subcontractors, and compensation for such Outside Contractors. 2.10 The Management Committee shall select a PARTY or Outside Contractor to act as Program Manager for the Program. The Program Manager shall be responsible for Program management and administration, Permit management, and technical program management all in accordance with the NPDES Permit, this Agreement, Program Bylaws, and as directed by the Management Committee in the best interest of the PARTIES as a whole and individually. The Program Manager shall be paid, from Program funds in accordance with the adopted Program budget, for providing the services described hereunder. The Program Manager shall not be responsible for providing program management services related to individual PARTIES permit programs, but may provide such services under separate contract with any PARTY or PARTIES. 2.11 The Management Committee may select an attorney (Program Attorney) or firm that is experienced with the Clean Water Act and Municipal Stormwater NPDES Permits to provide legal advice to the Management Committee on all matters involving administration of the Program's NPDES permit and such other matters upon which the Management Committee may seek legal advice or request legal representation. Program Legal Counsel shall not be responsible for providing legal advice related to permit compliance to individual PARTIES, but may provide such services under separate contract with any PARTY or PARTIES. The Program Manager may 76075 4 MOA JRG:MGD i 0/19/99 Appendix A SCVURPPP MEMORANDUM OF AGREEMENT Page 5 of 13 assist in coordination of activities with the Program Attorney but shall not give direction without prior authorization from the Management Committee. 2.12 The Management Committee shall establish timelines and budgets for completion of Program tasks. The Management Committee shall rate the performance of the Program, and in i.urn rate the performance of the Program Manager, based upon the Program's ability to meet such approved timelines and budgets. 2.13 The Management Committee, through its Bylaws, may establish procedures for tracking, accounting i~or, and auditing the Program Fund. Section 3. Prooram Budget 3.01 A collective budget for the Program (Program Budget) shall be based upon a projection of two consecutive fiscal year cycles, however, the Budget shall be adopted for only one fiscal year cycle. The Budget shall include a Contingency/Reserve Fund which shall not exceed ten percent (10%) of the operating costs of the adopted Budget. 3.02 The PARTIES shall each Fray a yearly assessment into a fund established for Program operations for their assigned portion of the Program Budget. The proportionate share of the Program Budget that each PARTY shall pay is shown in the schedule marked Exhibit A hereto and incorporated by reference herein. 3.03 Except as provided in See:tion 6.03, the ending fund balance at the close of each fiscal year shall be disbursed annually to the PARTIES, or credited to the PARTIES' share of the next fiscal year's costs, in accordance with the PARTIES defined participation rates, as requESSted by each PARTY. Se+rtion 4. Contracting/ Fiscal Accent 4.01 DISTRICT shall serve as the initial Contracting/Fiscal Agent for the Program. 4.02 DISTRICT may withdraw as the Contracting Fiscal Agent upon the provision of ninety days (90) days ~nrritten notice to the Management Committee. 4.03 In the event that the Contracting/Fiscal Agent withdraws from the Program or from providing Contrarting/Fiscal Agent services to the Program, another PARTY may serve as a successor ContractinglFiscal Agent. Any PARTY willing to serve as succes:~or Contracting/Fiscal Agent may be nominated by another PARTY. Selection of a Contracting/Fiscal Agent must be by majority vote of the Management Committee. 78075 4 MOA JRG:MGD 10/19/99 Appendix A SCVURPPP MEMORANDUM OF AGREEMENT Page 6 of 13 4.04 The Contracting/Fiscal Agent shall act in a reasonable amount of time to execute contracts with Outside Contractors, including the Program Manager, which have been requested and approved by the Management Committee. 4.05 The Contracting/Fiscal Agent shall be the treasurer of Program funds. The Contracting/Fiscal Agent, in accordance with generally accepted accounting procedures, shall keep the Program funds segregated from any other funds administered by the Contracting/Fiscal Agent; shall credit the Program with appropriate interest income earned on Program funds in each fiscal year, and shall not expend any funds except in accordance with the annual budget approved by the Management Committee or as otherwise directed by the Management Committee. 4.06 The Contracting/Fiscal Agent shall provide a copy of any contract executed on behalf of the Program to any PARTY or person designated by any PARTY or the Management Committee upon request. The governing body of the Contracting/Fiscal Agent, at its discretion, may delegate authority to execute agreements and contracts approved by the Management Committee, to a designated employee. Notice of any such delegation of authority shall be provided to the Management Committee. 4.07 The Contracting/Fiscal Agent may request, as part of the annual Program Budget, reimbursement for reasonable and customary costs incurred in providing the services described hereunder. Reimbursement to the Contracting/Fiscal Agent shall be subject to Management Committee review and approval as part of the Program Budget. Section 5. Ancillary Ricthts and Duties of the Parties 5.01 In addition to the participation in the Management Committee, the PARTIES accept and agree to perform the following duties: 1. Each will comply with the NPDES Permit conditions set forth in its Community-Specific plan; 2. Each will participate in Management Committee meetings and other required meetings of the PARTIES.; 3. Each will implement its Community-Specific program; 4. Each will provide certain agreed upon reports to the Program for purposes of reporting, on a joint basis, compliance with applicable provisions of the NPDES Permit and the status of .Program 76075 4 MOA JRG:MGD 10/19/99 Appendix A SCVURPPP MErYIORANDUM OF AGREEMENT Page 7 of 13 implementation; and 5. Each will individually address inter-agency issues, agreements or other cooperative efforts. 5.02 This Agreement does not restrict the PARTIES from the ability to individually (or collectively) request NPDES Permit modifications andlor initiate NPDES Permit appeals for permit provisions to the extent that a provision affects an individual party (or group of PARTIES); However, any such PARTY (or PARTIES) shall make reasonable efforts to provide advance notice of their action to the other PARTIES and allow them to comment uF~on or join in their action before proceeding. Section 6. Term of Agreement 6.01 The term of this Agreement shall commence on the date the last duly authorized representative of the PARTIES executes it. 6.02 This Agreement shall have a t~srm of five (5) years. 6.03 Any PARTY may terminate its participation in this Agreement by giving the Chair of the Management Committee' at least thirty (30) day written notice. The terminating PARTY will bear the full res~~onsibility for its compliance with the NPDES Permit commencing on the date it terminates its participation, including .its compliance with both Community-Specific and Program-wide responsibilities. Unless the termination is scheduled to be effective at the close of the fiscal year in which the notice is given, termination shall constitute forfeiture of all of the terminating PARTY's share of the Progrs~m Budget, for the fiscal year in which the termination occurred (both paid and obligated but unpaid amounts). In addition, unless notice of termination is provided at least ninety (90) days prior to the date established by the Management Commiittee for approval of the budget for the succeeding fiscal year, termination shall) constitute forfeiture of all of the terminating PARTY's share of any unexpended, unencumbered funds remaining from all previous fiscal years. The cost allocatic-ns for the remaining PARTIES' may be recalculated for the following fiscal year by the PARTIES without the withdrawing PARTY's participation. Section 7. General Le4al Provisions 7.01., This Agreement supersedes ~~ny prior agreement among all the PARTIES regarding the Program, but does not supersede any other agreements between any of the PARTIES. 7.02 This Agreement may be amended by unanimous written agreement of the PARTIES. All PARTIES agree to bring any proposed amendment to this Agreement to their Council or Board, as applicable within three (3) months following acceptance by the Management Committee. 76075 4 MOA JRG:MGD 10/19/99 Appendix A SCVURPPP MEMORANDUM OF AGREEMENT Page 8 of 13 7.03 This Agreement may be executed and delivered in any number of copies ("counterpart") by the PARTIES, including by means of facsimile. When each PARTY has signed and delivered at least one counterpart to the Program, each counterpart shall be deemed an original and, taken together, shall constitute one and the same Agreement, which shat{ be binding and effective as to the PARTIES hereto. 7.04 No PARTY shall, by entering into this Agreement, participating in the Management Committee, or agreeing to serve as Fiscal Agent, Contracting Agent, Program Manager, and/or Legal Counsel, assume or be deemed to assume responsibility for any other PARTY in complying with the requirements of the NPDES Permit. This Agreement is intended solely for the convenience and benefit of the PARTIES hereto and shall not be deemed to be for the benefit of any third party and may not be enforced by any third party, including, but not limited to, the EPA, the SWRCB, and the RWQCB-SFBR, or any person acting on their behalf or in their stead. 7.05 In lieu of and notwithstanding the pro rata risk allocation which might othenlvise be imposed between the PARTIES pursuant to Govemment Code Section 895.6, the PARTIES agree that all losses or liabilities incurred by a PARTY shall not be shared pro rata but instead the PARTIES agree that pursuant to the Govemment Code Section 895.4, each of the PARTIES hereto shall fully defend, indemnify and hold harmless each of the other PARTIES ftom any claim, expense or cost, damage or liability imposed for injury (as defined by Govemment Code Section 810.8) occurring by reason of the negligent acts of omissions or willful misconduct of the indemnifying PARTY, its officers agents or employees, under or in connection with or arising from any work, authority or jurisdictions delegated to such PARTY under this Agreement, including but not limited to any non-compliance by a PARTY with its obligations under the Program NPDES Permit. No PARTY, nor any officer, board member, employee or agent thereof shall be responsible for any damage'or liability incurred by reason of the negligent acts or omissions or willful misconduct of the other parties hereto, their officers, board members, employees or agents under or in connection with or arising from any work, authority or jurisdictions delegated to such PARTY under this Agreement, including but not limited to any non-compliance by a PARTY with its obligations under the Program NPDES Permit. 7.06 In the event that suit shall be brought by either party to this contract, the Parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara, or where otherwise appropriate, exclusively in the United States District Court, Northern District of California, San Jose, California. I11 76075 4 MOA JRG:MGD 10/19/99 Appendix A SCVURPPP MEMORANDUM OF AGREEMENT" EXHIIBIT A Page ?3 of ?3 SANTA CLARA VALLEY URBAN RUNOFF POLLUTION PREVENTION PROGRAM SCHEDULE OF COST-.SHARING PROPORTIONS Jurisdiction Proportional Share Campbell 1.88% Cupertino 2.46% Los Altos 1.59% Los Altos Hills 0.43% Los Gatos 1.74% Milpitas 2.75% Monte Sereno 0.14% Mountain View 3.91 Palo Alto 4.06% Santa Clara 6.23% Saratoga 1.59% Sunnyvale 7.25% Santa.Clara Cotmty 5.94% Subtotal 39.97% San Jose 30.01 District 30.02% TOTAL 100.00% 76075 4 MOA JRG:MGD 10/19/99 Appendix A SCVURPPP MEMORANDUM OF AGRFEMEJVT Page9of13 IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of th_e dates shown below. SANTA CLARA VALLEY WATER DISTRICT, a body corporate and politic of the State of California Date: APPROVED AS TO FORM: By: By: Chair, Board of Directors General Counsel ATTEST: By: Date: General Manager By: COUNTY OF SANTA CLARA, a public entity of the State of California Date: APPROVED AS TO FORM: B~: Chair, Eoard of Superviscrs By: Deputy County Counsel ATTEST: Date: By: CITY OF C'AMPAF.T,T. Date: .12/7/99 ,,~ By: ~~l~i~i Name ~ R„~er~ u~~ _,~- .. s Title: p„hl ; r- Wnrke n~ ,-c~-tOr APPROVED AS TO FORM: Name : William R. SeliQmann "~jtle: City Attorney 76075 4 MOA JRG:MGD 10/19/99 Appendix A SCVURPPP MEMORANDUM OF AGREEMENT Page 9 of 13 1N WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below. SAAiTA CLARA VALLEY WATER DISTRIC"C, a body corporate and politic of the State of California Date: By: Chair, Board of Directors By: APP:ItOVED AS TO FORM: By:_ General Counsel ATTEST: Date: General Manager By: COUNTY OF SAi~1TA CLARA, a public entity of the State of California Date: By: Chair, Boazd of Supervisors CITY OF CUPERTINO Date: ~~- ~~ -~ 7 i ame: John Statton Title: Vice Niayor, City of Cupertino APP:1t0 D ~S TO FO sy: ~ ame : Charles Kilian Title: City Attorney APP'[~OVED AS TO FORM: By:_ Deputy County Counsel ATTEST: Date: By:_ runoff agreement JRG:MGD 10/19/99 Appendix A SCVURPPP MEMORANDUM OF AGREEMENT Page 9 of 13 IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below. SANTA CLARA VALLEY WATER DISTRICT, a body corporate and politic of the State of California Date: B~: Chair, Board of Directors APPROVED AS TO FORM: By: General Counsel ATTEST: gy. Date: General Manager By. COUNTY OF SANTA CLARA, a public entity of the State of California Date: APPROVED AS TO FORM: By: Chair, Board of Supervisors By: Deputy County Counsel ATTEST: Date: By: CITY OF LOS ALTOS Date: member 22. 1 By: Name: Philip E. Rose Title: City Manager APPROVED AS TO FORM: Name: Robert K. Booth Title: City Attorney MOA.doc JRG:MGO 10/19/99 Appendix: A SCVURPPP MEMORANDUM OF AGREEMENT Page9of13 IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below. SANTA CLARA VALLEY WATER DISTRICT, a body corporate and politic of the State of Califomia Date: By: Chair, Board of Directors By: General Manager APPROVED AS TO FORM: By:_ General Counsel ATTEST: Date: By:_ COUNTY OF SANTA CLARA, a public entity oi~~the State of Califomia Date: APPROVED AS TO FORM: By: Chair, Board of Supervisors BY. Deputy County Counsel ATTEST: Date: By: CITY OF Ins Altos I3i11s Date: 1/6/00 By: ~ ~ Name : Mark Miller Title: ~tY ~9~ APP OVED AS TO F RM: By:_ ~ ~a,,-> Blame : a3sd Sloan 7~itle: City Attorney 76075 4 MOA JRG:MGD 10!19!99 Appendix A SCVURPPP MEMORANDUM OF AGREEMENT CITY OF CAMPBELL Date: By: Name: Title: TOWN OF LOS GATOS Date: is Z . 2-. 4 9 l By: I Name : M~4 n~° Title: o ~ ,tta.~..~ ~..- CITY OF _MONTE SERENO_ Date: By: Name: Title: CITY OF SARATOGA Date: By: Name Title: APPROVED AS TO FORM: Page 10 of 13 By: Name: Title: APPROVED AS TO FORM: pT?EST; ;11r ~~,~ .a'~f.- - .~• ~ ' -v ~.. Nam ~.N /? CC~Rd -~"IAKIAN V. CGSGRO~~ Title: Tyt,+~y ~rJa~t'~_-~W~: CLEr.it _ ; APPROVED AS TO FORM: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: MOAfinal JRG:MGD 10/19/99 Appendix A COUNTY OF SANTA CLARA, a public entity of the State of California Date: ,APPROVED AS TO FORl~L• By: Chair, Board of Supervisors ':3y: Deputy County Counsel .ATTEST: Date: By: CITY OF Milpitas Date: Bv: :: 71mP Cata 1 ann Acting City Manager APPROVED AS TO FOR'~t: Bv: Gt-~iL-L1 e : ~ L1a~ ~: ill Title: ~ ` t-~ CITY OF Date: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: CITY OF Date: Bv: Name: Title: APPROVED AS TO FOR~~i: Bv: Name: Title: Appendix A SCVURPPP MEMORANDUM OF AGREEMENT Page 10 of 13 CITY OF CAMPBELL Date: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: TOWN OF LOS GATOS Date: By: Name: Title: APPROVED AS TO FORM: By: CITY OF MONTE SERENO Date: December 7, 1999 By: Name . Jack Lu as Title: Mayor Name: Title: APPROVED AS TO FORM: By: N~ obert Loaan Title: City Attorney C 1TY O F SARATOGA Date: By: Name: Title: APPROVED AS TO FORA: By: Name: Title: MOAfinai JRG:MGD 10/'19/99 Appendix A JRG:MJD 10/19/99 IN WETNESS WHEREOF, the PARTIES hereto have execufed this Agreement as of the dates shown below. SANTA C1ARA VALLEY WATER DISTRICT, .a body corporate and politic of the State of California Date: APPROVED AS TO FORM: By: Chair, Board of Directors By: General Manager By:_ General Counsel ATTEST: Date: By:. COUNTY OF SANTA CLARA, a public entity ~~f the State of California Date: APPROVED AS TO FORM: Bv: Chair, Board of Supervisors CITY OF l~ov~~~4a-h V-zw Date: By: .~G Name Title: CITY OF 76075 4.doc Bv: DeT~uty County Counsel ATTEST: Dai:e: By: APPROVED AS TO FORM: By: Name Title: 10 Appendix A SCVURPPP MEMORANDUM OF AGREEMENT Page 9 of 13 IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below. SANTA CLARA VALLEY WATER DISTRICT, a body corporate and politic of the State of California Date: By: Chair, Board of Directors 8v: General Manager APPROVED AS TO FORM: By: General Counsel ATTEST: Date: By: COUNTY OF SANTA CLARA, a public entity of the State of California Date: Bv: Chair, Board of Supervisors CITY OF ~o to ~ /~° Date: /r'~ ~ / Name ; "~: ,:,,r~~c•:.,,~ ,.,, ~_ Title: :'• ~ ~ `~~ ~' i APPROVED AS TO FORM: By: Deputy County Counsel ATTEST: Date: By: APPROVED AS TO FORM: amc : ~ sa.v~ ~ C a sL Title: 53..E tom A-~5~t. C~-k,,~,-net MOA 10-28-99.doc JRG:MGD 10119/99 Appendix A SCVURPPP MEMORANDUM OF AGREErYlEN7' Page 72 of 73 CITY OF Date: APPROVED AS TO FORM: By: Name: Title: CITY OF SANT:a CLARA Date:_ November 30, 1999 me : Jennifer S aracino le:_ City Manager ATTEST: ~ o~,,,,,~ ITY ~~y e~rk Date: By: Name: Title: By: Name: Title: APPROVED AS TO FORM: By: ~^~ ~u Name : Ec.~,1JA 2A ~ R~ Title: ~1r A ~-t ~r CT7Y A7 i c,(l N~: ~{ APPROVED AS TO FORM: By: Name: Title: CJTY OF Date: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: NPS Mode! MOA 1999 JRG:MGD 10/19/99 Appendix A SCVURPPP MEMORANDUM OF AGREEMENT Page 72 of 73 CITY OF Date: By: _. Name: Title: CITY OF 5~lZ~TGE1~ Dater ~ 1cr .r /~ / ~ ~! i By: ~h : - Name : r I ~ ~~:.: ~/ Title: L r7Y M ~~cIAEr""~? APPROVED AS TO FORM: By: Name: Title: APPROVED AS TO FORM: ~C- ---~ By: - - Title: l._ : ~•~ r ~ }--}-t>~ n ~. CITY OF Date: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: CITY OF Date: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: 76075 4 MOA JRG:MGD 10/19/99 Appendix A SCVURPPP MEMORANDUM OF AGREEMENT Page 9 of 13 IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below. SANTA CLARA VALLEY WATER DISTRICT, a body corporate and politic of the State of Califomia Date: APPROVED AS~TO FORM: By: Chair, Board of Directors By: General Manager By: General Counsel ATTEST: Dale: By:: COUNTY OF SANTA CLARA, a public entity of the State of California Date: APPROVED AS TO FORM: By: Chair, Board of Supervisors By: Deputy County Counse! ATTEST: Date: sy: CITY OF Sunnyvale Date: AiPROVED AS TO FORM: Name : -2obert LaSala Title: City Manager Bel: U~~ .] ~ .J j iJ %1 ~_~L~~%~=G~ Name : Valerie J. Armento Title: City Attorney 76075 4 MOA.doc JRG:MGD 10/19!99 Appendix A SCVURPPP MEMORANDUM OF AGREEMENT Page 9 of 13 IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below. SANTA CLARA VALLEY WATER DISTRICT, a body corporate and politic of the State of California Date: APPROVED AS TO FORM: By: BY~ Chair, Board of Directors General Counsel ATTEST: gy; Date: General Manager By: COUNTY OF SANTA CLARA, a public entity ofi the State of Califiomia Date: DEC 14 1999 APPROVED AS TO FORM• ey; By: t ~' --~ Chair, Board of Superviso Deputy Coun Counsel ATTEST: CITY OF Date: By: Name Title: Date: DEC 14 1999 B ~ Q. ~ y: P Its A. Perez, Clerk, ~' Board afi SupeNisvc3 APPROVED AS TO FORM: By: Name Title: ~~ ~~. Appendi:K A SCVURPPP MEMORANDUM OF AGREEMENT Page 9 of 13 IN WITNESS WHEREOF, the PARTIES here~ro have executed this Agreement as of the dates shown below. SANTA CLARA VALLEY WATER DISTRICT, a body corporate and politic of the State of California DEC 2 1 1999 Date: By: Chai , o of Directors APPROVED AS TO FORM: SY. General unsel ATl'EST: 8 Dat~3: General n ger BrC COUNTY OF SANTA CLARA, a public entity of the State of California Date: APPROVED AS TO FORM: ev: Chair, board of Supervisors By:. Defruty County Counsel ATI~'EST: Date: 8y:, CITY OF Date: By: Name: Title: API~ROVED AS TO FORM: By: Name: Title: 76075 4 MOA JRG:MGO 10/19/99 Appendix A JRG:MJD 3/5/00 iN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below. SANTA CLARA VALLEY WATER DISTRICT, a body corporate and politic of the State of California Date: APPROVED AS TO FORM: B~: Chair, Board of Directors By: General Counsel ATTEST: gy; Date: General Manager By: COUNTY OF SANTA CLARA, a public entity of the State of California Dater APPROVED AS TO FORM: By: Chair, Board of Supervisors By: Deputy County Counsel ATTEST: Date: By: CITY OF SAN JOSE Date: 3' ~~' ~ By: me: Jenn fer A. aguire Title: Assistant to the City Manager APPROVED AS TO FORM: By: Name: Mollie .Dent Title: Senior Deputy City Attorney 76075_4 10