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16-180 Third Amendment to Santa Clara Valley Urban Runoff Pollution Prevention Program Memorandum of Agreement 'T�-II AlVIE1�1D1VIEl�1'I' 'I'O AGI�EEIVIEI�'I' I'laOVIDII�IG F012 I1VII'LEIVIEI�IT�"I'IOIV OF '�"I-IE SA1�1'I"� CLAIaA VALL,EY UR.BAl�1 RITI�OI�'F P()II..LIJTIOl� PREVEIV�'ION PROGRAIVI THIS THIRD 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 DISTRICT, a local public agency of the State of California("District"); CITY OF CAMPBELL, a municipal corporation of the State of California; CITY OF CUPERTINO, a municipal corporation of the State of California; 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; TOWN OF LOS GATOS, a municipal corporation of the State of California; CITY OF MILPITAS, a municipal corporation of the State of California; CITY OF MONTE SERENO, a municipal corporation of the State of California; CITY OF MOLTNTAIN VIEW, a municipal corporation of the State of California; CITY OF PALO ALTO, a municipal corporation of the State of California; CITY OF SAN JOSE, a municipal corporation of the State of California; CITY OF SANTA CLARA, a municipal corporation of the State of California; CITY OF SARATOGA, a municipal corporation of the State of California; CITY OF SLJNNYVALE, a municipal corporation of the State of California; and COUNTY OF SANTA CLARA, a political subdivision of the State of California. All of the above-mentioned entities are hereinafter collectively referred to as "Parties" or individually as "Party." RECITALS 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 and oversight of the Santa Clara Valley Urban Runoff Pollution Prevention Program (the "Program"), including a cost sharing allocation, which was appended thereto as Exhibit A. A copy of the Agreement, including Exhibit A, is attached hereto as Appendix 1. Unless otherwise set forth herein, all terms shall have the meaning set forth in the Agreement; B. The Agreement originally provided for a five-year term, which, based on its execution, was set to conclude on or about March 10, 2005. However, on or about February 20, 2005, the Parties unanimously entered into a First Amendment to the Agreement (attached hereto as Appendix 2), which extended the term of the Agreement by one additional year; C. The Parties thereafter unanimously entered into a Second Amendment to the Agreement(attached hereto as Appendix 3), which extended the term of the amended 1 sf-3677154 Agreement by "one fiscal year beyond the termination date of the (then) next NPDES Permit issued to the Parties, including any administrative extension of the (then) next NPDES Permit's term which occurred pursuant to the NPDES regulations." The next NPDES permit applicable to the Parties (and others) was subsequently adopted the California Regional Water Quality Control Board, San Francisco Bay Region ("RWQCB SFBR") on October 14, 2009 and was known as the Municipal Regional Permit ("MRP") because it covered numerous public agencies in the San Francisco Bay Region in addition to the Parties; D. The MRP was then administratively extended until a new NPDES Permit applicable to the Parties (and the other public entities in the San Francisco Bay Region) was adopted by the California Regional Water Quality Control Board, San Francisco Bay Region, on November 19, 2015 ("MRP 2.0"). MRP 2.0 became effective on January 1, 2016 and, unless subject to an administrative extension, is scheduled to terminate on December 31, 2020; E. The Parties expect to utilize the Program to continue to represent their interests relative to MRP 2.0 (including with respect to an administrative appeal of its adoption that is currently pending before the State Water Resources Control Board), to help them effectuate certain aspects of compliance with MRP 2.0, and, beyond that, in negotiating the terms of a further renewed NPDES Permit when MRP 2.0 nears the end of its anticipated five-year term and any administrative extension provided thereto; F. The Parties also expect to continue to utilize the Program's preferred approach of achieving consensus to resolve issues and reach decisions, and to rely on the Majority Vote mechanism set forth in Section 2.08 of the Agreement at the Management Committee level only when consensus-based resolutions appear or become elusive; G. The Parties now desire to update the amended Agreement and further extend the term of the MOA as set forth below; H. Section 7.02 of the MOA provides that it may be amended by the unanimous written agreement of the Parties and that all 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 I. The Program's Management Committee accepted this Amendment for referral to the Parties' Councils and/or Boards at its meeting on August 18, 2016. I�10W, T�IEI�EF012E, THE PAl2'TIES gIE12ET'O I+'iJit'I'�IElZ�1G12EE A� F�I.g,OWSe 1. Reco�nition of Current Permit. Recital F of the Agreement, as previously amended, is hereby further amended by the addition of the following subsections: 6. Order No. R2-2009-0074 (the Municipal Regional Permit,NPDES Permit CAS612008); adopted, October 14, 2009 and amended by the RWQCB SFBR on November 28, 201 l; 2 sf-3677154 7. Order No. R2-2015-0049 (MRP 2.0,NPDES Permit CAS612008); adopted by the RWQCB SFBR on November 19, 2015. 2. Extension of Term of A�reement. Sections 6.02 and 6.02.01 of the Agreement, as previously amended, are hereby replaced as follows: This Agreement shall have a term extending one fiscal year beyond the date of termination of MRP 2.0; such termination date shall, however, be deemed to include any administrative extension of MRP 2.0 which occurs or arises pursuant to the NPDES regulations or any modification of the MRP 2.0 termination date that arises from an NPDES permitting action undertaken by the RWQCB SFBR or California State Water Resources Control Board. 3. Supersedin� Effect. This Third Amendment of the Agreement shall supplement the Second Amendment of the Agreement and supersede any conflicting provisions of the Second Amendment of the Agreement. [remainder of page intentionally blank] 3 sf-3677154 "l"1-1312I�AML•;IJT�MEN'I"1'C)AtiKL^'tiM1:N"I' P120VID1NCi t'Oft 1M1'I,I:ML'N7'A�'ION Ol� 'l`I11;SAN1'R CLAItA VAL3,L;Y URI3AN ItUh�i�T' 1'C?1.L.0 1'ION 1'R1iVENT'lUN P1tOC;RAM I.l� �T"�"I�E���NEI2E��",ttle Pat�ties have executed ihis Thix-d Amendment effective as af tl�e Iast date i��dicated belc�w or December I 9, 20]b, whicl�eve�°arises earlier. Santa Clur�a i�alle,�� Wuter•District: By: Name: Title: L7ate: Ct�u�zty of Santa �'lara: By: Name: Title: Date: s��� City af Campbeil____ By; -..'""`-�`�`�t>:�.`:� (��,?;a�>�.:L� .�� r - T�1ame: Tadd Capurso Title: Director of 1'ublic Works Da�e: tz�:� �l'���,�r,� � 4 IN «I'I'1���� W�EI�EOF, the Parties have executed this Third Amendinent effective as of the last date indicated below or DecemUer 19, 2016, whichever arises earlier. Santa CZaNa Valley WateN Dist�°ict: By: Name: Title: Date: County of Santa Cla�a: By: Name: Title: Date: �"'� City of Cupertirzo: By: ,_ _ � l ��`" ,`' " Naine: David Brandt Title: Citv Mana�er Date: � C���`��� � 4 IN '��C'l"NT?S� t�'ll1?[2F.01+", thc ]'arlies i���ve e�ucut�c! this "I I711'C� All1l:I1tI111C11L CII(:4tIVe as oi'tlic last datc i��di�atccl bcl���� ur [�ccen�hi;r 1 t). 2016, �vhichevGr arises evlie�•. Su�rin Ckirt/ TIIIIIG't' l��ilter•Dis�'�•i4�t: 1-3y: Namc: 'I'itle: Uate: C'c�un�y r�f'S�tntu Clura: F�y: Namc: `I'itle: C)ate: City o Los Altos . Bv: ���`�. . .f � Name: Christopher Jordan Titic: City Manaqer D�t�: ld 2G�Zdl� � IN WITNESS WHEREOF, the Parties have executed this Third Amendment effective as of the last date indicated below or December 19, 2016, whichever arises earlier. Santa Clara Valley Water Dist�ict: By: Name: Title: Date: County of Santa Clara: By: Name: Title: Date: e Town of Los Altos Hills: By: �,.�a_ � Name: Carl Cahill Title: City Manager Date: ��� � � .�,.,���a�. THIRD AMENDMGNT TO AGREEMENT PROVIDING FOR IMPLEMEN'I'ATION OF THG SANTA CLARA VALLEY URBAN RUNOPF POLLUTION PREVENTION PROGRAM IN WITNESS WH�REOF, the Parties have executed this Third Amendment effective as of the last date indicated below or December 19, 2016, whichever arises earlier. Santa Clara Valley Water District: By: Name: Title: Date: County of Santa Clara: By: Name: Title: Date: Town of Los Gatos_ By: /��j,�� , Name: aurel Prev i Title: Town Manager Approved As to Form: �_ Robert Schultz, Town Atto ne` Attest: r,) �e l�t,_.,0. . ,u..a �,°t.�__Se,��1 �—�...._._. Shelley Neis, Tow� Clerk Date: (�`?�Fa�..)��l_�.� 4 I1�1 BVITNESS WHEREOF, the Parties have executed this Third Amendment effective as of the last date indicated below or December 19, 2016, whichever arises earlier. Santa Clara Valley Water District: By: Name: Title: Date: County of Sa�zta Clara: By: Name: Title: Date: ,>�'���� �` �..m,,...�-.-.s.. c�ryoJ' 1Ut�pr��� : By: �� , - Name: ���bl�)�iS �� Wi��l��S Title: "��°� 1 V l������ � Date: � ���/l� T3at� ` ... . �:_.... .� ,,,:.....� �h�°istopher 3o I�iaz C�ty�lttorney 4 sf-3677154 'THIRU AMGNDMLN`f TQ AGREEMEN'1" PRQV(1�1NG FOR fMYLHMEN'TAT[ON OF T[I�SANTA CLA[tA VALL.EY'URBAN RUNOFf' POLLU`CtON PREVENT[ON PROGRt1M �l\i 'VVI'TNE�� ��iE�2EOF, the Parties have executed this Thiid A1nei7dment effecti�ve as af the last date indicated below or December 19, 2016, r�hichev�r arises earlier. Santa CCara ValCey Water DistricP: By: Narne: Title: Date: County of Santa CCara: By: Name: Title: Date: .�.��� �,. ' ;,,.e , y . �'jj� � u � �e i . ,....._'<..��r City of Monte Sereno_ By: �r� ,.�.�.-�w 1 ,�=:_.����_... _��-�..-.-- Narne: Brian Loventhal Title: City Manager Date: ��"��� �,°�'� IN WITNESS WHEREOF, the Parties have executed this Third Amendment effective as of the last date indicated below or December 19, 2016, whichever arises earlier. CITY OF MOUNTAIN VIEW, a municipal corporation of the State of California B : � ,���. �'` r � ,.���-� Y � �� � � Cit�-1bI�`nager By; ^�.�� � City Clerk APPROVED AS TO CONTENT: � �\.,� -�� ' Fire Chief FINANCIAL APPROVAL: �'..,__-� �- ��,�� �i Finance an�l-�dm' 'strativ Services Di��tor APPROVED AS TO FORM: -- �, fi���'.�.�:�x���.�., � `����� _�.��_�,�����.. ��,. .�- .`_ ;�-�--.. ��;��_.��. City Attor,�e EA/2/FIR 151-10-20-16AG-E 4 of 4 I1�1 WI'TNESS WHEREOF, the Parties have executed this Third Amendment effective as of the last date indicated below or December 19, 2016, whichever arises earlier. Santa Clara Valley Water District: By: Name: Title: Date: County of Santa Clara: By: Name: Title: Date: City of C ct,l v � ��t G . By: �j � � �- Name: � /��iJ� Title: C l/`� ��� C� Date: � ° 2� 6 1 � 4 IN WITl�TESS WHEREOF, the Parties have executed this Third Amendment effective as of the last date indicated below or December 19, 2016, whichever arises earlier. Santa CZaNa Valley Wate�Dzst�zct: By: Name: Title: Date: County of Santa Clara: By: Name: Title: Date: � City of San Jose: By: �� � Name: 1 a�1� `t�.����- Title: �i� (�a��'�. Date: !` �� � 4 IN WITNESS WHEREOF, the Parties have executed this Third Amendment effective as of the last date indicated below or December 19, 2016, whichever arises earlier. Santa Cl�ra Valley Water District: By: Name: Title: Date: County of Santa Clara: By: Name: Title: Date: t City of Santa Cl�zra: By: l Name: Rajeev Batra Title: Acting City Manager Date: '� ° ` �C� APPRQV' AS TO FORM: C1TX ATTO '� .,,......w, „,, „,,,,,.,,..,......,...„..,,.....,,,�.�........................,,..,...,..,.,..,.��,.W,W.,.�,.�...,�.��...�,�.�..�:�. § t{, � e , .. ,. �:- , � ���� ���� � 4 IN WITNESS WHEREOF, the Parties have executed this Third Amendment effective as of the last date indicated below or December 19, 2016, whichever arises earlier. Santa Clara Valley Water District: By: Name: Title: Date: �- ��,;�;,`� ,�� $ ;� __._.. County of Santa Clara: By: �!� �' Name: �,�,�����'�"�� Title: _.PR�S1DEhI�"� ��A��C�F SUPEF�VISOi�S Date: ���� � � �o�� ;� " Attest: ` � Name: N1EG/�N D�YLE ' Title: Clerk of the Board of Supervisors Approved as to form and legality: m By. � � � ��� Name: y��. �� ���'���� Title: ��� �m���-�� ���a��"`��� �������.., City of . By: Name: Title: Date: 4 Il� WITNESS WHEREOF, the Parties have executed this Third Amendment effective as of the last date indicated below or December 19, 20l 6, whichever arises earlier. Santa Cla��a T�alley Water Dist�ict: By: � � _- � Name: .� Q� � Title: � ,�l�--- � � Date: �/���� County of Santa Clara: By: Name: Title: Date: City of . By: Name: Title: Date: 4 1'Ii1RD AMIiN17M1:N'f 7'O A(;RIiI:M1iN'T PROVIDING FOR IMP1.13M13NTA'I'ION UN TI1L Si11v'TA CLAI2A VA1.1.ii1'UR13AN RUNOPP PULI_IJTION P}21iVLN'f10N PROGRAM Santa C'Cara P�a1Cey Watr.�r Dist�rct: By: Narne: Title: Date: Cous:ty of Sartta Clara: By: Name: Title: Date: a City wf S�ratoga_ By: �;��,� ���. �e Name: ,p'Jai s Li�Qsay `� Title: City � anager Appro ed to Form: ,,�=�� `',. "�" �-a `"� , `��-�ichard S, Taylor, City Attorney Attcst: i �''�' ��' ;;::� `., � .. . < , � ��j �_ �` ,� r .. �r��'-b ��f�. ��� ,��������� �� �� � _. ; � ��z... . �� �. `'f�-- Crys�a�`= othelio,City Clerk '�;�.�,(�a��,�z� �''�s,���-� �'��.x�,�{_�._. Date: `'���ru�,.��..�;� ��.a IN WITNESS WHEREOF, the Parties have executed this Third Amendment effective as of the last date indicated below or December 19, 2016, whichever arises earlier. Santa ClaNa Valley WateY District: By: Name: Title: Date: County of Santa ClaYa: By: Name: Title: Date: City of Sunnyvale gy, -- ii -. -\_\\ � ' � N e: Deanna J. Santana itle: City Manager Date: �� � ����� � APPRO AS TO FORM: � �By: � �" John A. Nagel � City Attorney 4 Appendix i Agreement Providing For Implementation of the Santa Clara Valley Urban Runoff Pollution Prevention Program as fully executed as of March 10, 2000 sf-3677154 AGREE�ENT PROVIDING FOR IMPLEMENTAT'ION 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 WA?ER DISTRICT (DISTRICT), a local public agency of the State of California; COUNTY OF SANTA CLARA, � a political subdivision of the State of California; CITY OF CAMPBELI., a municipal carporation of the State of Cafifornia; CITY OF CUPERTINO, a municipal corporation of the State of Caiifornia; CtTY OF LOS ALTOS, a municipal corpora#ion of the State of California; TOWN OF LOS A�TOS HiL.LS, a municipal corporation o#the State of California; TOWN OF LOS GATOS, a municipal corporation of the State of Califiornia; CITY Of MILPITAS, a municipal corparation of the State of California; C1TY OF MONTE SERENO, a municipal corporation af the State of California; CIiY OF MOUNTAIN VIEW, a municipal corporatian af the State of California; CITY OF PALO ALTO, a municipal corporation of the State of California; CITY OF SAN JOSE, a municipal corporation of the State of California; CITY OF SANTA CLARA, a municipal corporation of the State of California; CITY OF SARATOGA, a municipal corporation of the State of California; and CITY OF SUNNYVALE, a municipal corporation of the State of California. 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 California Regional Water Quaiity Controt Board, San Francisco Bay Region, in implementation of the Federal 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 Va!ley. ' B. In furtherance af their responsibilities pursuant to the Basin Plan, the PARTIES have previously entered into a series of agresments to jointly fund the cost of preparing an action plan to evatuate nonpoint source pollutants, monitor identified pollutants, and develop control measures to mitigate or reduce nonpaint source pollufion. Collectively, the measures undertaken pursuant to the previous agreements and anticipated to cantinue pursuanf to this Agreement, were known as the Santa Clara Valley Nonpoint Source Pollution Control Program and upon execution of this agreement henceforth shali be known as the Santa Clara Valley Urban Runoff Pollution Prevention Program (hereinafter called "Pragram"). C. In 1987 Congress added Section 402 (p) to the Federal Clean Water Act (CWA) (33 U.S.C. Section 9342 (p)), which requires certain municipalities and industria( facilifiies to obtain a National Pollutant Discharge Efimination System (NPDES) permit for the 76075 4 MOA JRG:MGD 10/19/99 SCVURPPP MEMORAIVDUM OF AGR�EMEN7" F�age 2 of 1.3 discharge o�stormw�ter to navigable waters. NPDES permifis are also required under section 402 (p) for any stormwater discharge which 4he �ederai Envirpnmental Protection Agency (EPA) or a State has determined contributes to a violation of a water quality standard or is a significant confiribu4or of pollutants to surface wa�ers. D. Section 402 (p) further required EPA to promulgate regulatians for initial NPDES permit applications for stormwater discharges. The EPA promulgated such regulations in November 1990. E. The EPA has delegated authority to the California S#ate Water Resourcas Control Board (SWRCB) to administer the NPDES permit process within California and, in turn, the SWRCB has delegated authority to the California Regional Water Quality Control Board - San Francisco Bay Region (RWQCB-SFBR) to administer the NPDES permit pracess within its regiort. F. Pursuant to Section 402 (p) of the CWA and EPA regulations, the RWQCB-S�BR adopted the following orders further defining the pragram that the PARTIES are to develop and implement: 1. Order No. 90-094 (NPDES Permit No. CA0029718), adopted June 2�,1990; and 2. Order No 95-18� (NPDES Permit No. CAS029718); adopted August 23, 1995. G. In and for the mutual interest of the PARTIES, the PARTfES wish to con#inue the Program by entering into this Agreement for the purpose of ensuring continued participation, in terms of cost and administrative responsibilities. H. DlSTRICT is a local public agency of the State of California duly organized and existing within the County of Santa Cfara. The County of Santa Clara is a political subdivision of the State of California. All other PARTIES are municipal corporations, duly organized and existing under the laws af the State of California. ' t. The RWQCB-SFBR is conducting a Watershed Management lnitiative (WMI) in Santa Clara County. The Program is required, as part of its NPDES permit, to develop and imp{ement 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, caordinates Program activities with the WMI ta develop and implement cast-effective appraaches to address specific urban runoff pollution problems. The Program, through a continuous improvement process, annually reviews the strategy. 76075 4 MOA JRG:MGD 10/19/99 SCVURPPP MEMORANDUM OF AG�'�EMEIVT Page 3 of 93 IV�tlYy �P�i�11�F�1Y�y 5 H� T"P1�1�1G� f�1G��1 V 9�'Wf�1 6�7��9'907���y hi� f'�e.dLL�VffiJ. Section 1. Santa Clara Vailev Urban Runoff Pollution Prevention Proqram 1.01 The Santa Clara Valley Nanpoint Source Pai(ution Control Program ("Program") is hereby continued as the Santa Clara Valley Urban Runoff Poiiution Prevention Program to fuifill the requirements of NPDES Permit Na. 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 implementatian af area-wide activities, designed to bertefiit a11 PARTIES. Section 2. Manaaement Committee 2.01 A Management Committee is hereby reconstituted to provide for overall Pragram coordination, review, and buclget 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 Committee shail direct and guide the Program and review and approve the Program Budget. The Management Cammittee 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 periadically re-evaluate and make recommendations to the PARTlES concerning reallocation of the proportion of the annual Program contribution that each PARIY shall pay. ' 2.05 The voting membership of the Management Committee shall consist of one designated voting represen#ative from each PARTY. An alternative voting representative may be appointed by each PARTY. The RWQCB- SFBR may appoint a non - voting representative and aiternate to#he 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 Jase and Santa Clara Valley Wafier District, are present at any Nlanagement Committee meeting. 2.07 IVlestings of the Management Committee, inctuding any cbsed sessions with Program Legal Counsel, shall be c�nducted in accordance with the "Brown Act" 76075 4 MOA JFtG:MG� i0/19l99 SCVURPPP MEMOR,4NDUM 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 Managemenf Committee. In executing this Agresment, the parties do not waive their right to take the position that the Brown Act legally does not appiy, but voluntarily agree to follow Brown Act procedures for Management Committee meetings. Except for official meetings of tne Management Committee, nothing herein shall be interpreted to require meetings betwesn staff members of the individual Parties (including designated representatives of the Parties) to be subject to the Srown Act, where the Brown Act would not otheNvise appfy. Each party is individualiy responsibls for ensuring that it complies with the Brown Act. 2.08 The affirmative vote of at least eight (8} voting members ofi the Management Committee, which coilectively contribute at least fifty percent (50%) o€ the area-wide Program costs (a "Majority Vote"), is necessary to approve any measure braught 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 ("�utside Contractors"), using a process appraved by the Contracting Agent, and for reviewing and approving any contracts with Outside Contractors, including the scope(s) o#work, schedules of performance, use of subcontractors, and compensation for such Outside Contracfors. 2.10 The Management Committee shal! select a PARTY or Outside Cantractor to act as Program Manager for the Program. The Program Manager shall be responsible fo� 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 Cammittee in the best interes# of the PARTIES as a whole and individually. The Program Manager shall be paid, from Program funds in accordance with #he adopted Program budget, for providing the services described hereunder. The Program Manager shall not be responsible for providing program management services re(ated to individual PARTIES permi# 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 ta the Management Committee on all matters involving administration of the Program's NPDES permit and such other matters upon which the Management Commifitee may seek Isgal advice or request {egal representatian. Program Legal Counsel shall nat be responsible for providing legal advice r�lated to permit compliance to individual PARTIES, but may provide such services under separate cantract with any PARTY or PARTIES. The Program Manager m�y 76075 4 MOA JRG:hAGD 10/19/99 SCVURPPP�PEMORAIVDUNI U�AGRE�'�/1�1VT Page 5 of 93 assist in coordination of activities with the Program Attorney but shail nof give direction wi4hout prior authorization frnm the nl(anagement Committee. 2.12 The Management Committee shall establish timelines and budgets far completion of Program tasks. The Management Committee shail rate the performance of the Program, and in turn rate the performance of the Program Manager, based upon the Pragram's ability to meet such approved timefines and budgets. 2.13 The Management Committee, through its Bylaws, may establish procedures for tracking, accounting far, and auditing the Program Fund. Section 3. Proaram Budqet 3.01 A collective budget for the Program (Program Budget) shall be based upon a projection ofi two consecutive fiscal year cycles, hawever, the Budget shall be adopted for only one fiscai yea�cycle. The Budget shail 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 pay 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 incorparated by reference herein. 3.03 Except as provided in Section 6.03, the ending fund balance at the close of each fiscal year shall be disbursed annuaily to the PARTIES, or credited to the PARTIES' share of the next fiscal year's costs, in accordance with the PARTfES defined participation rates, as requested by each PARTY. Section 4. Contractinq/ Fiscal AQent � ' 4.01 DlSTRICT shall serve as the initial Cantracting/Fiscal Agent for the Program. 4.02 DISTRICT may withdraw as the Contracting Fiscal Agent upon the provision of ninety days (90) days written notice to the Management Committee. 4.03 In the event that the Confiracting/Fiscal Agent withdraws from the Program or from providing Contracting/Fiscal Agent services to the Program, another PARTt may serve as a successor Contracting/Fiscal Agent. Any PARTY willing to serve as successor Contracting/Fiscal Agent may be nominated by another PARTY. Selection of a Contracting/Fiscal Agent must be by majority vote of the Management Committee. 76075 4 MbA JRG:MGD 10/19/99 SCVURPPP�l�n/ICJRAIVDUM OF,QGR��MEIVT Page 6�� 93 4.04 The ContractinglFiscai Agenfi shall act in a reasonable amount of time to execute contracts wifh Outside Confiractors, including the Program Manager, which have been requested and approved by the Management Committee. 4.05 The Cankracting/�iscal 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/Fiscai 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 othe►wise 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/Fiscai Agent, at its discretion, may defegate au#hority 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 reasonabla and customary costs incurred in providing the services described hereunder. Reimbursement to the Contracting/Fiscal Agent shalf be subject to Management Cammittee review and approval as part of the Program Budget. Section 5. Ancillarv Riqhts and Duties af the Parties 5.01 In addition to the participation in the Management Committee, the PARTIES accept and agree to perfnrm the foilowing duties: 1. Each will comply with the NPDES Permit conditions set forth in its Community-Specific plan; 2. Each will participate in Management Commitfiee meetings and ather required meetings of the PARTlES; 3. Each will implemen4 its Community-Specific pragram; 4. �ach wiil provide certain agreed upon reports to the Program for purpases of reporting, on a joint basis, comptiance with applicable provisions of the NPOES Permit and the status of Program 76075 4 MOA JRG:MGD 10/19/99 SCVURPPl�MEr1/IORANDUM OF AGREEM�'IV7' Page 7 of 13 impiementatian; and 5. Each will individually address inter-agency issues, agreements or other caoperafive effc�rts. � 5.02 This Agreement does not restrict the PARTIES from the ability to individuafly (or collectively) request NPDES Permit modifications and/or initiate NPDES Permit appeals for permit provisions to the extent that a provision affects an individual party (or graup of PARTIES); however, any such PARTY (or PARTIES) shall make reasonable efforts to provide advance notice af their action to the other PARTIES and allow them tn comment upon or join in their action befare proceeding. Section 6. Term of Aareemenf � 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 term of five (5) years. 6.03 Any PARTY may terminate its participation in this Agreement by giving the Chair af the Management Cammittee at least thirty (30) day written natice. The terminating PARTY wili bear the full respansibility fior its comp(iance with the NPDES Permit commencing on the date it terminates its participation, including its campliance with both Community-Speci#ic and Program-wide responsibilities. Unless the termination is scheduled to be effective at the close of the fisca{ year in which the no#ice is given, termination shall constitute forfeiture of ail of the #erminating PARTY's share of the Program Budget, for the fiscal year in which the termination occurred (both paid and obiigated but unpaid amounts). In addition, unless notice of termination is provided at least ninety (9Q) days prior to the date established by the Manegement Committee for approval of the budget for the succeeding�scal year, termination shal! constitute forfeiture nf a!( of the terminating PARTY's share of any unexpended, unencumbered funds remaining from all previous fiscal years. The cost allocations for the remaining PARTIES' may be recalculated for the following fiscal year by the PARTIES without the withdrawing PARTY's participation. Sectian 7. General Leqal Pravisions 7.01. This Agreement supersedes any prior agreement among all the PARTIES regarding the Program, but does not supersede any other agreemenfis between any of the PARTiES. 7.02 This Agreement may be amended by unar�imous written agreemen4 of the PARTIES. Afl PARTIES agree 4o bring any proposed amendment to this Agreement ta their Council or F3oard, as applicable, within three (3) monfhs following acceptance by the Management Committee. 76075 4 MOA JFtG:MGD 10l19l99 SCVURPPP MEMC7RA1VC3UIV7 C�F ACyREE�AEN7� Page � of 93 7.03 This Agreemer�t may be executad arrd delivered in any number of copies ("counterparY'} by the PARTfES, including by means of facsimile. When each . PARTY has signed and delivered at least one counterpart tc� the Program, each �aunterpart shall be deemed an ariginai and, taken together, shail constitute one and the same Agreement, which shal{ be binding and effective as to th� PARTIES hereto. 7.04 iVo PARTY shail, by entering into #his Agreem�nt, participating in the Management Cammi#tee, or agreeing to serve as �isca( Agent, Cnntracting Agent, Program Manager, and/or Legal Caunsel, assume or Iae deemed to assume responsibility for any other PARTY in complying with the requirements of the NPDES Permit. This Agreem�nt is intended s4iely for the convenience and benefit af the PARTlES hereto and sha(1 ncat be deemed to be for the benefit of any third party and rnay not be enforced by any third party, including, but not iimited to, #he EPA, the SWRCB, and the RWQCB-SFBR, or any person acting on their b�haif ar in their stead. 7.05 in lieu of and notwithstanding the pra tata risk ailocatian which might c►therwise be imposed between fhe PARTIES pursuant ta Government Code Seckion 895.6, the PARTIES agree that ali losses or iiabiiities incurred by a PARTY shaii not be shar�d pro rata but instead the PARTiES agree that pursuant to the Government Code Section 895.4, each c�f the PARTIES here#o shaif fu{ly defend, indemnifiy and hold harmiess each of the c�ther PARTIES fram any claim, �xpense or cost, damage or liabiiity impased for injury (as defined by Government Code Section 8'it7.8} occurring by reason ofi#he negiigent acts afi ornissions or willful misconduct o€the indemnifying PARTY, its afficers agents or employees, under ar in connection wi#h c�r arising fram any work, authority ar jurisdictions delegated ta such PA�tTY under this Agreement, including but not limited to any non-compli�nce by a P�1RTY with i#s obliga#iorrs under fhe Pragrarn IVPDES F'ermit, Na PAf2TY, nar any officer, board member, empioyee or agen# thereof shal! be responsible for any damag��or iiability incu�red by reason c�f the negligent acts or omissiorts t�r will#ul misconduct of the other parties h�reto, their offi�ers, board members, employees or agEnts under �r in cor�nectic�n with or-arisir�g from any work, autht�rity or jurisdictior�s delegated to such PARTY under this Agreement, including but nat limi#ed to any non-c�mpliance by a PARTY with its obligations undsr the Prc�gr�m NPDES �'�rmit. 7.06 #n the �vent that sui# shall be brought by either party to this cantract, the Parti�s �gree that venue sha4! be exclusively vested in the state courts of fhe Gaunty c�f �anta Glar�, ar where �therwise apprcapriate, sxclusiveiy in the United States District Court, Northern District of Galifornia, San Jose, California. 1 ! / 76075_4 MCJJA JRG:MGD 1t�l59/99 � SCVURPPP lV1EMORAIVDUM OF ACREEI�IElVT P�ge 9.3 of 93 EXHI�IT A �AiVTA CLARA VALLEY URBl�N RUNOFF �OL�tJT°lON PF2EVENTION Pf�OG�M SCHEDULE OF �(�ST-SHARtNC PROP�RTIONS Jurisdiction Proportional Share Campbell 1.88% Cupe�tino 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 Ciara 6.23% Saratoga 1.59% Sunnyvale 725% Santa Clara County 5.94% Subtotal 39.97% S8n Jose 30.01% District 30.02% TOTAL 100.00% 76075 4 MOA JRG:MGD 10/19/99 SCVURPPP MEIVPOft,4lVtaUM O�AGF��ENIEIUT Page 9 af 93 IN WITNESS WHEREOF, 4he PARTIES hereto hav� executed this Agreement as of the dates shown be{aw. SANTA CLARA VALLEY WATEh DISTRiCT, a bady corporate and politic of the State of Caiifornia Date: ��C 2 1 1999 APPROVED AS TO �ORM: � /,, . By: �/,, /,�C� BY: � Chai , oa�of Directors General unsel ATTEST: 8y�� ��.�%t..�--�-- Date: Generai n ger By COUNTY OF SANTA CLARA, a pubiic entity of the State of Califomia Date: APPROVED AS T� FORM: By: gy: . Chair, Board of Supervisors Deputy County Counsel ATTEST; Date: By: ct�r o� Date: APPROVED AS T� FORM: . . . ... . gy; y: PJame : (Vame : .... . . Title: Title: . . 76075 4 AAOA JFiG:MGO 10/99/99 Appenclix 2 First Amendment to Agreement Providing For Implementation of the Santa Clara Valley Urban Runoff Pollution Prevention Program as fully executed as of March 10, 2005 sf-3677154 F�E��"�� ��� ��`��° ����� ��� ����M�6�� ��� I��tm.� � �"�1'��� �F °TH� ���T°��L.A����Lto.�� �1F���� �U�Q�� ��L�.�Ji"I�� �������"i�� ����� Tf�is firs� ���ndr�er�t ta Agr��m�r�fi prc�vidpng �c�r impl�m�r���tic�r� c�f the �an�a �I�r� Valley l9rban Runaff F'c�liutic�n �rev�ntic�r� P'ragr�m (7"�€� ",�r��ndmer��") is ent�r�d in�a by�nd betwe�n the �Af�T"� �[�R�,VALLEY t�l�4�'�� t�I�TRiGT, � lc�c�l pubii� �g�ncy af�h� �t�t� c�� California {�<I�istrict"}; CiTY C.��` CAIUIl���LL, � r�nurricipal ccarpc�r�tic�n af th� �t�t� of C�lifornia; C1T�"t,►� �Ut��F�TINC7, a rr�ur�irip�l c�r�c►r��ir�n af#h� St�f� t�f�alifars�i�; CI1"Y C?�' LC)� AL1�0�, � mur�icipal cor�r�ratian c�f the �tate c���ali�carrria; 1`(�W�1 �7F LC3�ALTC7� HIf�L�, � municipal �orpt�r�ti�n of the St�te c�f C�lifc�rnia; �01N�1 t7F l.C3S �ATC?�, � murricipal carparation of the St�te c�f Califarnia; CI�`�'C)F MIl�F''i�`,�5, � municipal c�rpor�tian af the ���t� o�Caki�orr�i�; C1TY C)� M(�M1��'� �E�Ef�C), a municip�l rarpor�tio� of tt�� ����� of��liforni�; C!�'Y C3� MOU�1��,1{� V1�W, � rrrfunicip�l �carpor�ticsn of the �t�t� c�f��li�arnia; CITY�F I��LC7 A,�.TO, � errunici��! ccarpcarafior� c�f the �t�te of��lifarnia; CIT'Y�F ���,TC��A, a municip�l �arporatiran ca��h� �tat�of C�lifarnia; CiT�' �� �A�! JC7��, � rrrunicip�l cc�rpor�tic�n n�th� St�t� af C�liforni�; CI�"Y OI� ��NT�C�.,0.R:�, � rriu�icipal crarpar�tir�rr c�f#he �tat� c�f C�lifor�i�; �ITY n� ��NP�YVAL�, � m�ar�i�ipal cr�rp�rati�n �f the �ta�e�f�alif�rr�i�; �nd CQURlTY 4F ��NTA �LARFa, � municip�l ccarpc�r�tiQn of the �t���raf C�lifornia. AI( a�th�e�bove mentivr��d �n�iti�s �r� h�r�in��t�r r,�llec�iv�fy r�f�rr�d tn�� "F��rtie�" c�r indevidually�s "��rty." ���Il'�L� A. Tt�� Parti�s previously�n�er�d inte�th�t c�rtairt Agr��rnent �rc�viding �c�r lmplementi�tio� c�f th� �ar��� Cl�ra 'V�II�y dJrb�n F�unof�F�oilutian (�r���ration Pr�gr�r� {th�"A�gr�erri�e�t"c�r"�OA") pur�u�r�t��a vvhic� th� �arti��e�t�bli�h�d rerk�in t�rrrs� and ca�ditican� r�l�ting �ca th� impl�mer��atic�r� �r�d c�ver�igl�t c��Che ��rsfi� �I�r� V�II�y Urb�n (��n�ff Pollcatifln Pr���ntie�r� Prcagr��m {tt��°`F�rcagr�rn"}. �cc�p� af th� �gr��mer�t i� �tt��hed I��r�fn �� Appendix �. U�I��� r�th�rvvi�e ��:t far�h her�in, �II t�rrrrs �h�il h�ve the m����ing ��t fra�h i� �h�Agr�cmer�f; �. �he �gre�m�rrt pravici�d �c�r a�iv�-y��r f�rr�, whict�, b���d an it� �x����ic�r�, i� currerrtl���t tc� ccar��lud�tar� or�bflut M�rch 1�, �t�ClS; C. �'he �arti�� e�p�ct tc� u�iiiz� th� f�rc�gr�rn ta �ub��i�� r��ppli�atic�r� fc�r th� tJ�t��� f��rrr�i�ir� ��rl��Qt�S �r�d tca c�th�n�ri�� �ddr��s � v�ri�:�y�a�m�tt��� r�l�t�d �cr ��si��ing th� �arti�� in �ff�c�u�tir�g cc�mpl��nce �vith tt�e ��rmif aft�r i1��rch 10, 2Q05; C�. '�h�; F��rti�� fh�re�crr� e���ir�ta ex�€�nd �h���rr� o�`�h� il��� �� �et�c��th k��Eow; �. ��c�iar� 7.02 ca��he Ni�� pr�rvid�� th�t i�r��y b� �m��d�d I�y��i� un�r�i���a� v`eritt�rr �greerri�r�t of khc� F°�rti�� �nd th�t ai! i��rtie� �gr�;e k� bring ar�y prc�pas�d arraer�drr��nt� tc��h�:ir�aur��il o� �c��rd, a� �ppEic�bl�, �ithir� t�ar�� {3) m�anth� f��lcsw4�q �cc�p��ra�� k��t�� �ll�r��g�rt-��r���ammitk��; �nd 1 � l�6.� y �6 i6�m.E'�.�i"� �q 8 9—&� 9—�I'��i�mi ��a,��6� 6`�Y�9 9'"8� ��(q�� �� ��/Sw�� �o ����t4Pl �i. ��ctiar� 6.t�2 of th�Agr��m�nt i� h�r�by�m�r�ded �s falic�w�: 6.02.C�1 Thi� �gr�err�en��haii cor�tinue in full fearce�ncl ��F�ct�ar ar� �ddifianal on� year beyond i�s c�rigina! 4ermination d��e af Marcii 1�, 2C105, unl�ss otherwis� fermin�t�d by the ��r�i�� in �c�ord�nc�; with ���tican 6.03. ������r� 2. Section 2.t�4 a�the P.gr��menf is hereby�mer►d�d �s fcailc�vus: 2.04.Q1 �`he �'rogr�rin �h�fl cr�r�duct an independen� rev�ew by D���r�,ber 31, 2005 to evalu�t� th� PVIt�A's c�st allocation �c�rrnu&a �r�d evaluate khe ��rm, scQp� �nd cr��t of th� Program (1�t�A. 2 i� ��'���� ������, �(�� F��rfii�� h�v��;��c�t�d this�r�»r�d�r�nt e�f�c�ev� �s c�� �✓l�rch �0, 20Q�. _ , :: ;.;:...; ...., .r , . , . i :;,�,�; ��r�t� �6�r�� �"�IB�� 4��t�t°C)i�t�'��� �y: , �.: � ' .;;'..;;`` .�',;:'::.:`::�`..::.:.,..,.::.. P�l�rt-►�: - `,7`,,f ;�,'�� ;° f'' r ` , _ , j`i ! . ,.. . �1�1�: „ . .. -r /`I., r, ���-G': ,.. ,t•�;,'`�,rt i,_; s'.° — f t ,� ��ea�����'��r�f� �l�r�: �y: N�me: Ti�l�: C�at�; �a�,��f �: �y: N�me: 1 i��e: L7�te: 3 Appendix 3 Second Amendment to Agreement Providing For Implementation of the Santa Clara Valley Urban Runoff Pollution Prevention Program as fully executed as of March 10, 2006 sf-3 677154 s��o��a�E�r����v� �o ���E�E�r�r PROVIDII�iG FOIt IIi�IPLEMENTATI01�1 OF THE SANTA CI.ARA VALLEY U�2BAN RUNOFI+ POLLIJ'TI010i PREV�NTION PROGI2AM THIS SECOND 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 DISTRICT, a local public agency of the State of California("District"); CITY OF CAMPBELL, a municipal corporation of the State of California; CITY OF CUPERTINO, a municipal corporation of the State of California; 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; TOWN OF LOS GATOS, a municipal corporation of the State of California; CITY OF MILPITAS, a municipal corporation of the State of California; 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 California; CITY OF SAN JOSE, a municipal corporation of the State of California; CITY OF SANTA CLARA, a municipal corporation of the State of California; CITY OF SARATOGA, a municipal corporation of the State of California; CITY OF SUNNYVALE, a municipal corporation of the State of California; and COUNTY OF SANTA CLARA, a political subdivision of the State of California. All of the above-mentioned entities are hereinafter collectively referred to as "Parties" or individually as"Party." RECITALS 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 and oversight of the Santa Clara Valley Urban Runoff Pollution Prevention Program (the"Program"), including a cost sharing allocation, which was appended thereto as Exhibit A. A copy of the Agreement, including Exhibit A, is attached hereto as Appendix 1. Unless otherwise set forth herein, all terms shall have the meaning set forth in the Agreement; B. The Agreement originally provided for a five year term, which,based on its execution, was set to conclude on or about March 10, 2005. However, on or about February 20, 2005, the Parties unanimously entered into a First Amendment to the Agreement(attached hereto as Appendix 2), which extended the term of the Agreement by one additional year and, during that year, directed the Program to undertake a management and cost allocation review. The Program used an independent contractor to conduct the management and cost allocation review, which was completed and submitted to the Management Committee in November 2005; 1 C. The Parties expect to utilize the Program to continue to represent their interests in negotiating the terms of a renewed NPDES Permit, which inay manifest itself in a Municipal Regional Permit("MRP"), in 2006, and to otherwise address a variety of inatters related to assisting the Parties in effectuating compliance with the Permit and/or MRP after March 10, 2006; D. The Parties also expect to continue to utilize the Program's preferred approach of achieving consensus to resolve issues and reach decisions, and to rely on the Majority Vote mechanism set forth in Section 2.08 of the Agreement at the Management Committee level only when consensus-based resolutions appear or become elusive; E. The Parties desire to update the Agreement and extend the term of the MOA as set forth below; F. Section 7.02 of the MOA provides that it may be amended by the unanimous written agreement of the Parties and that all 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 G. The Program's Management Committee accepted this Amendment for referral to the Parties' Councils and/or Boards at its meeting on December 15, 2005. NOW, THEREFORE, THE PARTIES HERETO FURTHER AGREE AS FOLLOWS: 1. Reco�nition of Current Permit. Recital F of the Agreement is hereby amended by the following additional subsections: 3. Order No. O1-024 (re-issued NPDES Permit No. CAS029718); adopted February 21, 2001; 4. Order No. O1-119 (Modification to re-issued NPDES Permit No. CAS029718); adopted October 17, 2001; 5. Order No. RZ-2005-0035 (Further Modification to re-issued NPDES Permit No. CAS029718); adopted July 20, 2005. 2. Cost Sharin�Allocation. Effective with fiscal year 2007, the following footnote shall be deemed to have been added to "Exhibit A" of the MOA and to be shown by means of an asterisk placed immediately following the Proportional Share of "30.02%" shown for the District: �One-third of the District's 30.02%contribution is expected to be from funding derived by the District from Outcome 2 and Activity 2.5 of the voter-adopted Clean Safe Creeks program; the remaining two-thirds of the District's contribution is expected to be derived by the District from property tax revenues. 2 3. Contractin�/Fiscal A�ent. Section 4.02 of the Agreement is hereby replaced by the following: In March 2005, the District notified the Management Committee that it was withdrawing as the Contracting/Fiscal Agent within ninety(90) days; the City of Sunnyvale thereafter agreed to serve as the Contracting/Fiscal Agent and was nominated to do so by another Party and selected as the Program's Contracting/Fiscal Agent by a majority vote of the Management Committee. The City of Sunnyvale may withdraw as the Contracting/Fiscal Agent upon the provision of ninety (90) days written notice to the Management Committee. 4. Extension of Term of A�reement. Sections 6.02 and 6.02.01 of the Agreement, as previously amended, are hereby replaced as follows: This Agreement shall have a term extending one fiscal year beyond the termination date of the next NPDES Permit issued to the Parties by the RWQCB-SFBR; such termination date shall, include any administrative extension of the next NPDES Permit's term which occurs pursuant to the NPDES regulations. 5. Subersedin�Effect. This Second Amendment of the Agreement shall supersede and replace the First Amendment of the Agreement. [remainder of page intentionally blank] 3 Il�i WI'TNESS WI�EI2EOF, the Parties have executed this Amendinent effective as of March 10, 2006. Santa Clara i�alley WateN District: By: Name: Title: Date: County of Santa Clara: By: Name: Title: Date: City of . By: Name: Title: Date: 4