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7.01 The term of this Agreement shall commence upon execution by the PARTIES and terminate on <br />June 30, 2027. The cost allocation in Exhibit A shall become effective starting July 1, 2012, so <br />that costs are allocated based on one amount for the fiscal year. <br />7.02 Any PARTY may terminate its participation in this Agreement by giving the Chair of the <br />Management Committee at least ninety (90) days written notice. The terminating PARTY will <br />bear the full responsibility for its compliance with the NPDES Permit commencing on the date it <br />terminates its participation. Unless the termination is scheduled to be effective at the close of the <br />fiscal year in which the notice is given, termination shall constitute forfeiture of all the <br />terminating PARTY's share of the Program Budget, for the fiscal year in which the termination <br />occurred (both paid and obligated but unpaid amounts). The Management Committee shall <br />recalculate the cost allocations for the remaining PARTIES accordingly for the following fiscal <br />year by the PARTIES without the withdrawing PARTY's participation. <br />Section 8. General Leaal Provisions <br />8.01 This Agreement may be amended from time to time by an_affirmative vote of the PARTIES and <br />an affirmative vote of the governing bodies of the PARTIES as specified in Section 2.07.. <br />8.02 This Agreement supersedes any and all prior agreement among all the PARTIES regarding the <br />Program, but does not supersede any other agreements between any of the PARTIES. <br />8.03 This Agreement may be executed and delivered in any number of copies ("counterpart") by the <br />PARTIES, including by means of facsimile. When each PARTY has signed and delivered at <br />least one counterpart to the Program, each counterpart shall be deemed an original and, taken <br />together, shall constitute one and the same Agreement, which shall be binding and effective as to <br />the PARTIES hereto. <br />8.04 No PARTY shall, by entering into this Agreement, participating in the Management Committee, <br />or agreeing to serve as Fiscal Agent, Contracting Agent and/or Program Manager assume or be <br />deemed to assume responsibility for any other PARTY in complying with the requirements of the <br />NPDES Permit. This Agreement is intended solely for the convenience and benefit of the <br />PARTIES hereto and shall not be deemed to be for the benefit of any third party and may not be <br />enforced by any third party, including, but not limited to, the United States Environmental <br />Protection Agency, the State Water Resources Control Board, the Regional Water Board, and <br />private non-governmental organizations, or any person acting on their behalf of in their stead. <br />8.05 It is understood and agreed that, pursuant to Government Code section 895.4, each PARTY <br />("indemnitor") shall, to the extent permitted by law, defend, indemnify and save harmless each <br />other PARTY, and its officers, employees, volunteers, and contractors from all claims, suits or <br />actions of every name, kind and description resulting from indemnitor's performance of this <br />Agreement, excluding any injuries, death, damage or liability resulting from the gross negligence <br />or willful misconduct of the other PARTIES or their officers or employees. <br />[remainder of page intentionally blank] <br />