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Home My WebLink AboutSCVWD - Water Use Reports Program (2019)AGREEMENT BETWEEN THE SANTA CLARA VALLEY WATER DISTRICT AND THE CITY OF GILROY FOR WATER CONSERVATION PROGRAMS This Agreement (AGREEMENT), effective as of December 1, 2019, (EFFECTIVE DATE) between the Santa Clara Valley Water District, an independent special district created by the California Legislature (hereinafter referred to as VALLEY WATER) and The City of GILROY (hereinafter referred to as GILROY) sets forth the respective roles of VALLEY WATER and GILROY in regard to WATER CONSERVATION PROGRAMS (hereinafter referred to as PROGRAMS). VALLEY WATER and GILROY may be referred to in this AGREEMENT individually as a "Party" or collectively as the "Parties." RECITALS WHEREAS, the PROGRAMS involve water use reports for properties located within GILROY's service area; and WHEREAS, the PROGRAMS are consistent with VALLEY WATER's and GILROY'S Urban Water Management Planning Act requirements; and WHEREAS, the PROGRAM'S goal is to save water and provide information on how to use water most efficiently; and WHEREAS, GILROY wishes to administer a Water Use Reports Program; and WHEREAS, both agencies wish to cost share with each other on these PROGRAMS. NOW, THEREFORE, in consideration of the recitals and mutual obligations of the parties expressed in this Agreement, VALLEY WATER and GILROY agree as follows: 1. GILROY'S RESPONSIBILITIES a) Administration of the Water Use Reports Program. b) Collection and analysis of data to determine water savings. c) Administration of all funds for the Water Use Reports Program. d) Provide VALLEY WATER with water usage records and other data necessary to determine savings and cost effectiveness of the Water Use Reports Program. This includes number of water use reports sent by month. Water usage records for individual accounts will only be made available to VALLEY WATER for those account holders who have authorized VALLEY WATER to obtain the information from GILROY. e) Invoice VALLEY WATER, on a quarterly basis, for fifty percent of the contract cost (net any grant funding received by GILROY) for GILROY to send home water use reports to GILROY residents, up to $2.50 per connection. GILROY shall not invoice VALLEY WATER for any amounts exceeding the $35,000 cap per fiscal year for a total not to exceed $70,000 set forth in Section 2(a) below. Only costs paid directly to water use reports vendor shall be included in the quarterly invoice. f) Work cooperatively with VALLEY WATER in appropriately advertising the PROGRAMS to targeted customers. g) Creation and distribution of outreach materials encouraging customer enrollment. Agreement Between SCVWD and GILROY for Water Conservation Programs, FY 1 9/20 2. VALLEY WATER'S RESPONSIBILITIES a) Share in the cost of the Home Water Use Reports Program. VALLEY WATER will pay 50 percent of the costs, up to $2.50 per connection. The cap for this program is not to exceed $35,000 per fiscal year for a total not to exceed $70,000. b) Make payment to GILROY within thirty (30) days of receipt of an invoice from GILROY. When submitting an invoice, GILROY shall provide a copy of the corresponding Home Water Use Reports Program vendor invoice and program participation information to VALLEY WATER. VALLEY WATER total cost to GILROY shall not exceed $ 35,000 per fiscal year for a total not to exceed $70,000. 3. HOLD HARMLESS AND LIABILITY a) In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed between the PARTIES pursuant to Government Code Section 895.6, the PARTIES agree that all losses or liabilities incurred by a PARTY shall not be shared pro rata but, instead, COUNTY and CITY agree that, pursuant to Government Code Section 895.4, each of the PARTIES hereto shall fully indemnify and hold each of the other PARTIES, their officers, board members, employees, and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying PARTY, its officers, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such PARTY under this AGREEMENT. NO PARTY, nor any officer, board member or agent thereof shall be responsible for any damage or liability occurring 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 out of any work authority or jurisdiction delegated to such other PARTIES under this AGREEMENT. This indemnification provision shall survive any termination of this AGREEMENT. b) The rights, duties, and obligations of the Parties as set forth above in this Section 3. Hold Harmless and Liability will survive termination, suspension, completion, and expiration of this AGREEMENT. 4. DOCUMENT REVIEW VALLEY WATER and GILROY 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 Agreement is from December 1, 2019 to June 30, 2021, or until funds are depleted, whichever occurs first. The term of the Agreement may be extended by mutual consent of the Parties. This Agreement shall be contingent upon approval of program funding each fiscal year by both VALLEY WATER's Board of Directors and by GILROY. 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. Agreement Between SCVWD and GILROY for Water Conservation Programs, FY 19/20 2 If to VALLEY WATER: Santa Clara Valley Water District 5750 Almaden Expressway San Jose, CA 95118 Attn: Conservation Programs If to GILROY: City of Gilroy 613 Old Gilroy St Gilroy, CA 95037 Either party may change such address by notice given to the other party as provided in this Section 6. 7. ENTIRE AGREEMENT This AGREEMENT contains the entire AGREEMENT between VALLEY WATER and GILROY relating to the PROGRAMS. Any prior agreements, promises, negotiations, or representations not expressly set forth in this AGREEMEMT are of no force or effect. 8. AMENDMENTS The Agreement may only be amended by written agreement executed by both parties. 9. ASSIGNMENT Neither party is allowed to assign, sublet, or transfer this Agreement or any of the rights or interests in this Agreement without the written consent of the other party. 10. WAIVER A Party's waiver of any term, condition, covenant, or breach of any term, condition, or covenant shall not be construed as a waiver of any other term, condition, or covenant, or breach of any other term, condition, or covenant. 11. SEVERABILITY The partial or total invalidity of one or more parts of this Agreement will not affect the intent or validity or remaining parts of this Agreement. 12. GOVERNING LAW This Agreement is a contract under the laws of the State of California and for all purposes must be interpreted in accordance with such laws. 13. TERMINATION OF AGREEMENT This Agreement may be terminated by either party hereto for any reason upon thirty (30) days written notice to the other party. Agreement Between SCVWD and GILROY for Water Conservation Programs, FY 1 9/20 3 14. COUNTERPARTS This AGREEMENT may be executed in counterparts, each of which, when executed and delivered, will be deemed to be an original, and which taken together will be deemed to be one and the same instrument, and will be binding as executed. 15. SIGNATURES The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. (SIGNATURES FOLLOW ON NEXT PAGE) Agreement Between SCVWD and GILROY for Water Conservation Programs, FY 19/20 4 In WITNESS WHEREOF, the parties have executed this Agreement as of the EFFECTIVE DATE set forth above. CITY OF GILROY APPROVED AS TO FORM: Andy Faber City Attorney City of Gilroy Gabriel Gonzale/� City Manager City of Gilroy SANTA CLARA VALLEY WATER DISTRICT an independent special district created by the California Legislature APPROVED AS TO FORM: q'Irk IT). G" J1, Joseph Aranda Assistant District Counsel Santa Clara Valley Water District /orm�a'j.*ma6fi-0 Chief Executive Officer Santa Clara Valley Water District Agreement Between SCVWD and GILROY for Water Conservation Programs, FY 1 9/20