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15-098 Memorandum of Understanding (MOU) Between the Santa Clara Valley Water District for a Landscape Conversion Rebate Program, Resolution No. 15-057I I 57501Alrnaden Expressway, San Jo se, CA 95118-3614 I (408) 265-2600 I www.valleywater.org i Santa Clara Valley Waler Dislric (:) July 5 , 2016 Roger Lee City of Cupertino , Public Works Dept. 10300 Torre Ave . Cupertino , CA 95014 RECEIVED JUL 11 2016 PUBLIC WORKS DEPARTMENT Subject: Amendment No. 2 to Agreement A3887S between the Santa Clara Valley Water District and the City of Cupertino Dear Mr. Lee , Enclosed is an enacted copy of Amendment No. 2 to Agreement A3887S which was executed by the Santa Clara Valley Water District on June 30 , 2016 . Please retain the enclosed copy for your records and reference any future correspondence related to this contract with Agreement A3887S. If you have any questions regarding this Agreement , please contact Project Manager Karen Koppett at (408) 630-2707 or kkoppett@valleywater.org . Sincerely, rl/cA. Roderick S. J ff rs Supervising P ra Administrator Consultant Contracts Services Enc .: Agreement A3887Sb Our mission is to provide Silicon Valley safe , clean water for a healthy life , environme nt, and economy . r.". SCVWD ENACTED COPY Contract Administration UnJt SECOND AMENDMENT TO AGMT: A ~j3$7Sb FILE• A(/fL MEMORANDUM OF UNDERSTANDING • ---- BETWEEN THE SANTA CLARA VALLEY WATER DISTRICT AND THE CITY OF CUPERTINO FOR A LANDSCAPE CONVERSION REBATE PROGRAM This Second Amendment ("Second Amendment") to Memorandum of Understanding between the Santa Clara Valley Water District ("WATER DISTRICT") and ~ City of Cupertino ("CUPERTINO"), originally entered into on or about June 16 , 2015, is dated for reference this ~O day of --:n;/'Je.-, 2016. RECITALS WHEREAS, on or about June 16, 2015, CUPERTINO and WATER DISTRICT entered into an agreement entitled "Memorandum of Understanding between the Santa Clara Valley Water District and the City of Cupertino for a Landscape Conversion Rebate Program" ("MOU")"; and WHEREAS, on November 17, 2015, CUPERTINO and WATER DISTRICT amended MOU by entering into an Amendment to the Memorandum of Understanding Between the Santa Clara Valley Water District and the City of Cupertino for a Landscape Conversion Rebate Program; and WHEREAS , collectively, the MOU and the Amendment are hereinafter referred to as the MOU; and WHEREAS, CUPERTINO and .WATER DISTRICT desire that WATER DISTRICT continue the Landscape Conversion Rebate Program. NOW, THEREFORE, the parties agree to amend the MOU as follows: 1. The MOU, Section 5 , "Term" is hereby amended to read as follows: 5. TERM The tenn of the MOU is from July 1, 2015 to December 31, 20 16 , or until funds are depleted , whichever occurs first. The term of th e MOU may be extended by mutual consent of the Parties. This MOU shall be contingent upon approval of program funding each fiscal year by both the WATER DISTRICT'S Chief Executive Officer and by CUPERTINO. 2 . All of the terms and conditions of the MOU not modified by this Second Amendment shall remain in full force and effect. IN WITNESS THE EXECUTION HEREOF the parties have caused the Second Amendment to be executed as of the Second Amendment Effective Date se t forth above . SANTA CLARA VALLEY WATER DISTRICT an independent special district created by the California Legislature Anthony F lcher Senior sistant District Counsel CITY OF CUPERTINO App Dd " to form By: ~} ) A J_/'-J RandQlPh Stevenson Hom o('\.---City Attorney \) C ity of Cupertino Interim Chief Executive Officer B y ~tt David Brandt C ity Manager City of Cupertino 5750 Almaden Expressway, San Jose, CA 95118-3614 I (408) 265-2600 I www.valleywater.org December 28, 2015 City of Cupertino 10300 Torre Avenue Cupertino, Ca 95014 Attn: City Clerk's Office -Lauren Sapudar San~a Clara Valley Walet Dislric(:) Subject: First Amendment to Agreement A3887S between the Santa Clara Valley Water District and the City of Cupertino Dear Lauren Sapudar, As you have requested in your December 8, 2015 letter to the Santa Clara Valley Water District's Conservation Program, find enclosed two enacted copies of the first amendment to Agreement A3887S. This amendment was executed by the Santa Clara Valley Water District on December 17, 2015. Please reference any future correspondence, related to this contract, with Agreement A3887S. If you have any questions regarding this Agreement, please contact Project Manager Karen Koppett at (408) 630-2707 or kkoppett@valleywater.org. Sincerely, Roderick S. Jefferson Sr. Supervising Program Administrator Consultant Contract Services Enc.: Two fully executed and enacted original copies of Amendment No.1 to A3887S Our mission is to provide Silicon Valley safe, clean water for a healthy life, environment, and economy. · SCVWD ENACTED COPY c/Jl! Ad~lnlstration u~' AGMT: Jr~, FILE: ~ I AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING BETWEEN THE SANT A CLARA VALLEY WATER DISTRICT AND THE CITY OF CUPERTINO FOR A LANDSCAPE CONVERSION REBATE PROGRAM On or about June 16, 2015, the Cupertino City Council approved a MEMORANDUM OF UNDERSTANDING (MOU) between the Santa Clara Valley Water District, an Independent special district created by the California Legislature (hereinafter referred to as WATER DISTRICT) and the City of Cupertino (hereinafter referred to as CUPERTINO) which set forth the respective roles of the WATER DISTRICT and CUPERTINO with respect to the WATER DISTRICT'S WATER CONSERVATION LANDSCAPE CONVERSION REBATE PROGRAM (hereinafter referred to as PROGRAM). RECITALS WHEREAS, the PROGRAM involves providing Water Conservation Landscape Conversion Rebates for properties located within CUPERTINO's jurisdiction; and WHEREAS, the PROGRAM includes the Landscape Conversion Rebate Program for Water Efficient Landscape Conversions; and WHEREAS, the PROGRAM is an appropriate measure for the Best Management Practices addressed in the California Urban Water Conservation Council's MOU regarding Urban Water Conservation in California; and WHEREAS, the WATER DISTRICT has established the PROGRAM, in part, to provide financial incentive to remove existing turf lawns; and WHEREAS the PROGRAM has proven to be a success and has encouraged conservation measures by CUPERTINO residents; WHEREAS, CUPERTINO wishes to increase financial participation in the PROGRAM and increase funding in order to provide additional incentives for Cupertino residents to remove existing lawns. 1 NOW, THEREFORE, in consideration of the recitals and mutual obligations of the parties expressed above and in the MOU, WATER DISTRICT and CUPERTINO agree to amend the MOU as follows: 1. The MOU, Paragraph 2, "Cupertino's Responsibilities", is hereby amended to read as follows: a. Work cooperatively with WATER DISTRICT in appropriately advertising the PROGRAM to the targeted customers. b. CUPERTINO must pay WATER DISTRICT as set forth below for each activity performed by the WATER DISTRICT in the CUPERTINO service area: • Up to $1.00 per each square foot of turf removed per qualified residential and for commercial rebate, up to $1,000 per residential and up to $10,000 per commercial site, as per the District's Landscape Rebate Program requirements. c. CUPERTINO's obligation to pay for the PROGRAM activities is capped at a total maximum of $115,000. d. Make payments to the WATER DISTRICT within 60 days of the receipt of Invoice from WATER DISTRICT. 2. All other provisions of the MOU remain without change. In WITNESS WHEREOF, the parties have executed this amendment to the MOU effective as of November 17, 2015. Colleen Winchester Acting City Attorney City of Cupertino ATTEST: ~-Grace Schmidt / 2-/J-f J Clerk, City of Cupertino II 2 David Brandt City Manager City of Cupertino SANTA CLARA VALLEY WATER DISTRICT An independent special district created by the California Legislature 3 j,rBeau oldie Chief Executive Officer MEMORANDUM OF UNDERSTANDING BETWEEN THE SANTA CLARA VALLEY WATER DISTRICT AND THE CITY OF CUPERTINO FOR.A LANDSCAPE CONVERSION REBATE PROGRAM This MEMORANDUM OF UNDERSTANDING (MOU)between the Santa Clara Valley Water District, an Independent special district created by the California Legislature hereinafter referred to as WATER DISTRICT) and the-City of Cupertino (hereinafter referred to as CUPERTINO) sets forth the respective roles of the WATER DISTRICT and CUPERTINO in regard to the WATER DISTRICT'S WATER CONSERVATION LANDSCAPE CONVERSION REBATE PROGRAM (hereinafter referred to as PROGRAM) is made and N entered into this June 6, 2015. RECITALS WHEREAS the PROGRAM involves providing Water Conservation Landscape Conversion Rebates for properties located within CUPERTINO's jurisdiction; and WHEREAS the PROGRAM includes the Landscape Conversion Rebate Program for Water Efficient Landscape Conversions; and WHEREAS the PROGRAM is an appropriate measure for the Best Management Practices addressed in the California Urban Water Conservation Council's MOU regarding Urban Water Conservation in California; and WHEREAS the WATER DISTRICT has established the PROGRAM, in part,.to provide financial incentive to remove existing turf lawns; and WHEREAS CUPERTINO wishes to participate in the PROGRAM and provide additional incentives for Cupertino residents to remove existing lawns. NOW,'THEREFORE, in consideration of the recitals and mutual obligations of the parties expressed in this MOU, WATER DISTRICT and CUPERTINO agree as follows: 1. WATER DISTRICT'S RESPONSIBILITIES 1 a) Administration of the PROGRAM, which administration shall include the creation of the PROGRAM brochures and applications. b) Collection and analysis of data to determine water savings. c) Administration of all PROGRAM funds including,but not limited to: Processing the payment of the amounts set forth in 2.b.below, to eligible persons residing in CUPERTINO ("ELIGIBLE RESIDENTS). This supplemental rebate amount shall be in addition to the customary amounts paid by the WATER DISTRICT for the PROGRAM. Payment of standard PROGRAM amounts to ELIGIBLE RESIDENTS within 8.12 weeks of receipt of CUPERTINO residential applicant's request. d) Invoicing CUPERTINO, on a quarterly basis. e) Work cooperatively with CUPERTINO in appropriately advertising the PROGRAM to targeted customers. 2. CUPERTINO'S RESPONSIBILITIES a) Work cooperatively with WATER DISTRICT in appropriately advertising the PROGRAM to the targeted customers. b) CUPERTINO must pay WATER DISTRICT as set forth below for each activity performed by the WATER DISTRICT in the CUPERTINO service area: Up to $1.00 per each square foot of turf removed per qualified residential/commercial rebate limited to a maximum amount of$1,000 per residential site and $10,000 per commercial site, as per the District's Landscape Rebate Program requirements. c) CUPERTINO's obligation to pay for the PROGRAM activities is capped at a total maximum of$75,000. d) Make payment to WATER DISTRICT within 60 days of receipt of Invoice from WATER DISTRICT. 3. HOLD HARMLESS AND LIABILITY 2 Each Party ("Indemnifying Party") agrees to indemnify, defend at its own expense, including attorneys' fees, and hold harmless the other Party ("Indemnified Party")from and against all claims, costs, penalties, causes of action, demands, losses and liability of any nature whatsoever, including but not limited to liability for bodily injury, sickness, disease or death, property damage (including loss of use) or violation of law, caused by or arising out of or related to the negligence, or willful misconduct of that Indemnifying Party, its officers or employees, or any other agent acting pursuant to this MOU. 4. DOCUMENT REVIEW WATER DISTRICT and CUPERTINO will, upon reasonable advance written notice, make available for inspection to the other party records,books and other documents relating to the PROGRAMS. 5. TERM The term of the MOU is from July 1, 2015 to June 30, 2016, or until funds are depleted, whichever occurs first. The term of the MOU may be extended by mutual consent of the Parties. This MOU shall be contingent upon approval of program funding each fiscal year by both the WATER DISTRICT'S Chief Executive Officer and by CUPERTINO. 6. NOTICE Any notice, payment, credit or instrument,required or permitted to be given hereunder shall be deemed received upon personal delivery or five (5) days after deposit in any United States mail depository, first class postage prepaid and addressed to the party for whom intended; or on the same day as a facsimile transmission is sent as long as original is placed in the mail on the same day. If to WATER DISTRICT: Santa Clara Valley Water District 5760 Almaden Expressway San Jose, CA 96118 Attn: Conservation Programs If to CUPERTINO: Public Works Department 3 City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Attn: Environmental Programs Either party may change such address by notice given to the other party as provided in this Section 6. 7. AMENDMENTS The MOU may only be amended by written agreement executed by both parties. 8. ASSIGNMENT Neither party is allowed to assign, sublet, or transfer this MOU or any of the rights or interests in this MOU without the written consent of the`other party. 9. SEVERABILITY The partial or total invalidity of one or more parts of this MOU will not affect the intent or validity or remaining parts of this MOU. 10. GOVERNING LAW This MOU is a contract under the laws of the State of California and for all purposes must be interpreted in accordance with such laws. 11. TERMINATION OF AGREEMENT This MOU may be terminated by either party hereto for any reason upon thirty (30) days written notice to the other Party. 12. SIGNATURES The individuals executing this MOU represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entitles. In WITNESS WHEREOF, the parties have executed this MOU as of the effective date. 4 APPROVED AS TO FORM: Carol Karode David Brandt Iwottorney City Manager ity of Cupertino City of Cupertino SANTA CLARA VALLEY WATER DISTRICT An independent special district created by the California Legislature AnthonyF c er Beau G ie Sr. Assis t District Counsel Chief Executive Officer Santa Clara Valley Water District Santa Clara Valley Water District 5