City Council Agenda Report

CITY COUNCIL AGENDA REPORT

DEPARTMENT: Public Works MEETING DATE: September 17, 2019

PREPARED BY: Alex Tachiki, Administrative Officer AGENDA LOCATION: CC-13

TITLE: Memorandum of Agreement between the County of Los Angeles, the Cities of Arcadia, Bradbury, Duarte, Monrovia, and Sierra Madre, for Regional Cost Sharing related to the Revised Watershed Management Program Feasibility and Technical Studies for the Rio Hondo/San Gabriel River Water Quality Group, and Professional Services Agreement with Best, Best and Krieger LLP, in an Annual Amount not to Exceed $25,000.00

OBJECTIVE: To approve a Memorandum of Agreement (MOA) for Regional Cost Sharing for the Revised Watershed Management Program Feasibility and Technical Studies for the Rio Hondo/San Gabriel River Water Quality Group and a Professional Services Agreement with Best, Best and Krieger LLP.

BACKGROUND: The Water Quality Act of 1987 added Section 402(p) to the Federal Clean Water Act requiring the United States Environmental Protection Agency (USEPA) to establish regulations related to stormwater discharges. The Clean Water Act authorizes the USEPA to permit a state as the National Pollutant Discharge Elimination System permitting authority in lieu of the USEPA. In California, regional stormwater permits are developed and enforced under the Regional Water Quality Control Boards. The City of Monrovia is assigned to the Los Angeles Regional Water Quality Control Board (LARWQCB).

On November 8, 2012, the LARWQCB issued a new MS4 NPDES Permit to the cities in Los Angeles County (excluding Long Beach), the County of Los Angeles, and the Los Angeles County Flood Control District (Board Order No. R4-2012-0175; NPDES Permit No. CAS004001). The MS4 NPDES Permit became effective on December 28, 2012 and contains many provisions for the management of stromwater, including the option to develop integrated planning and monitoring plans to address many of the Permit’s water quality and program requirements. The City of Monrovia worked with the Cities of Arcadia, Bradbury, Duarte, Sierra Madre and Los Angeles County to form the Rio Hondo/San Gabriel River Water Quality Group to pursue the development of an Enhanced Watershed Management Program as the chosen means of complying with the MS4 permit.

On April 21, 2016, the Rio Hondo/San Gabriel River Water Quality Group received approval of the submitted Enhanced Watershed Management Program that had an estimated implementation cost of $1.4 billion over 12 years. The group worked diligently for a number of years on modifying the proposed plan and in March 2019, the Regional Water Board approved the Revised Watershed Management Program. The revised compliance plan reduced the $1.4 billion implementation cost to approximately $200 million over the same time period.

ANALYSIS: On March 14, 2019, the Rio Hondo/San Gabriel River Water Quality Group received approval of the submitted Revised Watershed Management Program (rWMP). Given the approval of this plan, the group’s focus is now shifting from planning efforts to implementation.

CC-13 One of the first steps in the implementation of this plan is to determine the feasibility of the proposed regional and green streets projects that were included in the rWMP. The rWMP identified five (5) regional projects that would provide benefit to the entire group and these proposed projects are Encanto Park, Basin 3E, Los Angeles County Arboretum, Arcadia Wash Diversion and the Rio Hondo Ecosystem Restoration project. In order to review and determine the feasibility of these proposed projects, the City of Arcadia is conducting a request for proposals (RFP) process on behalf of the group for feasibility and technical studies. The feasibility and technical studies will be broken into three phases:

. Phase 1: Geotechnical, Seismic, Preliminary Environmental Site Screening and Utility Search

. Phase 2: Environmental Evaluation, Field Work, Topographic and Seismic Survey, Hydrology, Community and Stakeholder Outreach, Develop Stormwater Capture Capacity and Conduct Water Quality Analysis, GIS Maps, Water Conservation, Feasibility Report

. Phase 3: Permits, Project Cost and Schedule, Safe, Clean Water Program Scoring Criteria, Operations and Maintenance Plan, Monitoring Plan and Final Deliverable.

These completed reports will provide sufficient data and analysis to review the feasibility and constructability of each of these projects to support the group efforts of prioritizing and initiating these projects. The group anticipates that a contract for these services will be awarded by the end of the Calendar year. Pursuant to the Memorandum of Agreement (MOA), the City of Monrovia will be responsible for reimbursing the City of Arcadia for our proportional share of the expenses, which is calculated utilizing the same methodology as the other related cost share agreements.

In addition to pushing forward the technical components of the MS4 compliance efforts, the group has been working on funding issues through the use of a lobbying firm. The Cities of Arcadia and Sierra Madre have engaged Best, Best and Krieger (BB&K) for lobbying related to an existing Federal fund earmark as well as their ability to assist with finding and securing additional grant funds through both state and federal sources. For the engagement of BB&K, the group will not be pursuing a group agreement and cost share. Rather, the intent will be for each City to contract directly with BB&K for the necessary services.

ENVIRONMENTAL IMPACT: The proposed MOA provides the City an opportunity to cooperatively proceed with implementations of the revised watershed management program and requirements set forth in the MS4 NPDES Permit.

FISCAL IMPACT: The fiscal impact of the MOA for the Feasibility and Technical studies will be determined upon the receipt of proposals and execution of an agreement by the City of Arcadia. The total cost of the Professional Services Agreement with Best, Best and Krieger will be in an annual amount not to exceed $25,000. Funding for both of these initiatives is available in the Fiscal Year 2019- 20 operating budget.

OPTIONS: The following options are provided for the City Council consideration:

1. Approve the Memorandum of Agreement for Regional Cost Sharing for the Revised Watershed Management Program Feasibility and Technical Studies for the Rio Hondo/San Gabriel River Water Quality Group and Professional Services Agreement with Best, Best and Krieger LLP.

2. Reject the MOA and Professional Services Agreement and provide Staff alternate direction related to NPDES Permit compliance.

RECOMMENDATION: Staff recommends Option 1; approve the Memorandum of Agreement for Regional Cost Sharing for the Revised Watershed Management Program Feasibility and Technical Studies for the Rio Hondo/San Gabriel River Water Quality Group and Professional Services Agreement with Best, Best and Krieger LLP.

COUNCIL ACTION REQUIRED: If Council concurs, the appropriate action would be a motion to approve a Memorandum of Agreement between the County of Los Angeles, the Cities of Arcadia, Bradbury, Duarte, Monrovia, and Sierra Madre for Regional Cost Sharing for the Revised Watershed Management Program Feasibility and Technical Studies for the Rio Hondo/San Gabriel River Water Quality Group, and a Professional Services Agreement with Best, Best and Krieger LLP and authorize the City Manager to execute the necessary documents in a form approved by the City Attorney.

MEMORANDUM OF AGREEMENT BETWEEN THE COUNTY OF LOS ANGELES, THE CITIES OF ARCADIA, BRADBURY, DUARTE, MONROVIA AND SIERRA MADRE

REGARDING THE ADMINISTRATION AND COST SHARING FOR THE IMPLEMENTATION AND ADMINISTRATION OF THE WATERSHED MANAGEMENT PROGRAM (WMP) FOR THE RIO HONDO/SAN GABRIEL RIVER WATER QUALITY GROUP

This Memorandum of Agreement (MOA) is made and entered into as of the date of the last signature set forth below (Effective Date) by and between the COUNTY OF LOS ANGELES (“COUNTY”), a political subdivision of the State of California, and the CITIES OF ARCADIA, BRADBURY, DUARTE, MONROVIA, AND SIERRA MADRE (“CITIES”), municipal corporations. Collectively, these entities shall be known herein as PARTIES or individually as PARTY.

RECITALS

WHEREAS, the Regional Water Quality Control Board, Los Angeles Region (Regional Board) adopted National Pollutant Discharge Elimination System Municipal Separate Storm Sewer System Permit (MS4 Permit) Order No. R4-2012-0175; and

WHEREAS, the MS4 Permit became effective on December 28, 2012, and requires that the LACFCD, COUNTY, and 84 of the 88 Cities (excluding the Cities of Avalon, Long Beach, Palmdale, and Lancaster) within the County of Los Angeles comply with the prescribed elements of the MS4 Permit; and

WHEREAS, the MS4 Permit identified the PARTIES as MS4 permittees that are responsible for compliance with the MS4 Permit requirements pertaining to the Rio Hondo/San Gabriel River Water Quality Group Watershed Management Area; and

WHEREAS, the PARTIES entered into a memorandum of understanding on August 29, 2013 to collaborate in the development of an Enhanced Watershed Management Program (“EWMP DEVELOPMENT MOU”); and

WHEREAS, the PARTIES submitted an Enhanced Watershed Management Program (“EWMP”) to the Regional Board on June 28, 2015, and it was approved on April 21, 2016. The Regional Board’s approval of the EWMP indicated to begin implementation immediately; and

WHEREAS, the PARTIES amended the EWMP DEVELOPMENT MOU (“FIRST AMENDMENT MOU”) to collaborate on the initial steps to further investigate project feasibility and finalize the EWMP revision; and

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WHEREAS, the PARTIES used the FIRST AMENDMENT MOU to revise the EWMP; and

WHEREAS, the PARTIES submitted a revised Enhanced Watershed Management Program (the “rEWMP”) to the Regional Board on March 30, 3018, and

WHEREAS, the approval reclassified the revised EWMP to a Watershed Management Program (the “WMP”) and was approved on March 14, 2019; and

WHEREAS, the Regional Board’s approval of the WMP indicated to begin implementation immediately, the PARTIES have agreed to collaborate on the initial steps to implement the WMP and comply with certain elements of the MS4 Permit and have agreed to a cost sharing formula set forth in Table 2 of Exhibit A, which is attached and made part of this MOA; and

WHEREAS, the PARTIES collaboratively prepared a final Request for Proposal (Proposal) to obtain a Consultant to assist the PARTIES in complying with certain elements of the MS4 Permit, as specified in the Proposal, which is incorporated into this MOA by reference; and

WHEREAS, the PARTIES propose for various Consultant to administer and implement the initial steps of the WMP, in compliance with certain elements of the MS4 Permit, at a total cost not to exceed $X,XXX,000; and

WHEREAS, the PARTIES have determined that hiring various Consultants to implement the WMP, including the development of project feasibility, will be beneficial to the PARTIES, who desire to participate and will provide funding in accordance with the cost allocation in Table 3 of Exhibit A; and

WHEREAS, the PARTIES shall obtain approval from the Oversight Committee for each component or phase of the WMP; and

WHEREAS, the CITY OF ARCADIA will be the contracting PARTY, depending on the component or phase, entering into contract(s) with the Consultant, as needed, to govern the Consultant’s implementation of the WMP; and

NOW, THEREFORE, in consideration of the mutual benefits to be derived by the PARTIES, and of the promises contained in this MOA, the PARTIES agree as follows:

(1) Recitals: The recitals set forth above are incorporated into this MOA.

(2) Purpose: The purpose of this MOA is to cooperatively fund the preparation of technical feasibility studies. This MOA shall extend the PARTIES’ ability to obtain Consultants to provide technical services to implement the WMP approved on March 14, 2019 by the Los Angeles Regional Water Quality Control Board.

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(3) Cooperation. The PARTIES shall fully cooperate with one another to attain the purposes of this MOA.

(4) Voluntary: This MOA is voluntarily entered into by each PARTY for the implementation of the CIMP.

(5) Terms: The term of this MOA shall become effective on the last date of execution by a PARTY, and shall remain in effect until (1) the CITY OF ARCADIA has provided written notice of completion of the Proposal described herein and has provided the PARTIES with an accounting set forth in Section 6 (d), or (2) PARTIES have paid their allocated pro-rata share as detailed in Table 3 of Exhibit A, whichever comes last.

(6) Responsibilities of the CITY OF ARCADIA:

a. The CITY OF ARCADIA shall act as the contract manager on behalf of, and for the benefit of, PARTIES, and as such agrees to invoice the PARTIES for their pro-rata share of the cost of the WMP Administration and Implementation, as described in Tables 1 thru 3 of Exhibit A.

b. Payments to Third PARTIES – The CITY OF ARCADIA shall have no obligation to pay vendors or consultants any funds other than those funds the CITY OF ARCADIA owes for its proportional share, as set forth in Table 3 of Exhibit A, and those funds remitted by each PARTY to the CITY OF ARCADIA following invoice. In the event the CITY OF ARCADIA, in its sole discretion, elects to make a payment on behalf of a Delinquent PARTY, as defined in Section 7(c), the Delinquent PARTY and/or the remaining PARTIES shall reimburse the CITY OF ARCADIA the funds expended, as described below. If the CITY OF ARCADIA fails to timely pay vendors or consultants for its proportional share, as set forth in Table 3 of Exhibit A, the CITY OF ARCADIA shall be considered a Delinquent PARTY, and the other PARTIES shall have the same rights and remedies against the CITY OF ARCADIA as it (ARCADIA) would have against a delinquent PARTY, as provided herein and particularly as described in Section 7(c), below.

c. The CITY OF ARCADIA shall solicit proposals for, award, and administer Consultant contract(s) for the preparation of technical feasibility studies in accordance with the Request for Proposals.

d. The CITY OF ARCADIA shall utilize the funds deposited by the PARTIES only for payment of the Consultant for the technical feasibility studies. The CITY OF ARCADIA will provide an accounting of funds expended and remaining at the end of this MOA.

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e. The CITY OF ARCADIA shall provide the PARTIES with an electronic copy of any reports (drafts and final) to ultimately be submitted to the Regional Board within 5 business days of receipt from the Consultant. f. The PARTIES agree that the Oversight Committee may meet periodically, on an as-needed basis. All reports shall be reviewed by the Oversight Committee or their designees shall for further revision and/or comment. Within 15 days of receiving a draft report, members of the Oversight Committee or their designees shall provide any revisions or comments to the Consultant, and the Consultant shall reasonably incorporate those revisions into the draft report. Within 30 days of receiving the draft report, members of the Oversight Committee or their designees shall approve, in writing, the Consultant’s submission of the report to the Regional Board. No reports shall be submitted to the Regional Board unless and until it/they have been approved, in writing, for submittal by all PARTIES hereto, excepting only a PARTY or PARTIES whose involvement in this MOA has been terminated. g. The PARTIES shall pay the CITY OF ARCADIA, subject to annual budget authority, for their proportional share of the estimated cost for WMP implementation and project administration and management not exceeding the invoice amounts as shown in Table 4 of Exhibit A, within sixty days (60) days of receipt of the invoice from the CITY OF ARCADIA. The cost estimates presented in Exhibit A have been agreed upon by the PARTIES and are subject to changes in the WMP pursuant to new Regional Board requirements and/or unforeseen challenges in the field. Any such changes proposed to each PARTY’s proportional share are subject to funding appropriation and will require written agreement of the PARTIES as explained in Section 7(c). h. The CITY OF ARCADIA will invoice the PARTIES in amounts not exceeding the invoice amounts shown in Table 3 of Exhibit A. The payments will be invoiced upon the execution by all PARTIES of this MOA. i. The CITY OF ARCADIA will notify the PARTIES if actual expenditures are anticipated to exceed the cost estimates contained in Exhibit A and obtain written approval of such expenditures from all PARTIES. Upon approval of substantiated additional expenditures, the PARTIES agree to pay for WMP administration and implementation for each PARTY’S proportional share of additional expenditures in an amount not to exceed ten (10%) percent of the estimated cost for WMP administration and implementation, as show in Table 3 of Exhibit A. This 10% contingency will not be invoiced, unless actual expenditures exceed the cost estimates for WMP administration and implementation. Expenditures that exceed the 10% contingency will require an amendment to this MOA. j. The CITY OF ARCADIA will submit on behalf of the PARTIES any reports to the Regional Board as described in the WMP and distribute copies of the any Page 4 of 19

reports to the PARTIES for review and comment at least 30 days prior to submittal to the Regional Board for review and approval. In addition, the CITY OF ARCADIA will submit to the PARTIES the data used to prepare such reports. This data will be transmitted electronically in a format that is agreed upon by the PARTIES.

k. The CITY OF ARCADIA will work with Consultant(s) to obtain all necessary permits for the construction, operation and maintenance of WMP projects.

(7) THE PARTIES further agree:

a. The PARTIES shall make a full faith effort to cooperate with one another to achieve the purposes of this MOA by providing information about project opportunities, reviewing deliverables in a timely manner, and informing their respective administrators, agency heads, and/or governing bodies.

b. The PARTIES shall fund the cost of administering and implementing the WMP and pay the CITY OF ARCADIA or in the manner provided in Section 6(h), above.

c. Delinquent Payments – A PARTY’s payment is considered delinquent 90 days after being invoiced by the CITY OF ARCADIA and that PARTY shall be known as a “Delinquent PARTY”. The following procedures may be implemented by the CITY OF ARCADIA to attain payments from the Delinquent PARTY: the CITY OF ARCADIA will 1) verbally contact/meet with the manager from the Delinquent PARTY or PARTIES; and 2) submit a formal letter to the Delinquent PARTY OR PARTIES. If the Delinquent PARTY or PARTIES remain delinquent after the above procedures, then the CITY OF ARCADIA may notify the Regional Board that the Delinquent PARTY OR PARTIES are no longer a participating member(s) of the PLANS, and said PARTY or PARTIES shall then be deemed to have terminated its participation as a PARTY to this MOA (“EXCLUDED PARTY”) and their name(s) may be removed from WMP Implementation. Any EXCLUDED PARTY or PARTY’S delinquent amount(s) will be paid in accordance with the remaining PARTIES’ pro-rata share pursuant to Table 3 of Exhibit A, as adjusted to remove the EXCLUDED PARTY from the allocation. The CITY OF ARCADIA will revise Table 3 of Exhibit A to show the recalculated costs for each remaining participating PARTY without amendment to this MOA; the revised exhibits will be included with the next invoice to the remaining PARTIES. The remaining PARTIES shall retain all contractual, legal, and equitable rights and causes of action to recover any delinquent amounts paid that were owed by an EXCLUDED PARTY or PARTIES who failed to make such payments.

d. Interest Accrual - Any interest accrued on the funds collected per this MOA during the term of this MOA shall be refunded or credited toward any amount owed at the time of the final accounting. The CITY OF ARCADIA shall report Page 5 of 19

to the PARTIES the amount of the interest accrued by the collected funds at the time of the final accounting.

e. Excess Funds - Any collected funds not spent in any fiscal year period shall be refunded or credited toward any amount owed the applicable PARTY at the time of the final accounting. Subject to agreement by the CITY OF ARCADIA, any funds which are to be reimbursed to a PARTY may be reimbursed through credits towards future invoices and agreements, if requested in writing by that PARTY.

f. Each PARTY shall allow reasonable access and entry to the Consultant, on an as needed basis, during the term of this MOA to the PARTY’s storm drains, channels, catch basins, and similar properties (FACILITIES) to achieve the purposes of this MOA, provided, however, that prior to entering any PARTY's facilities, the Consultant shall secure all necessary permits and provide written notice as required by these permits.

g. The PARTIES agree to provide all requested information and documentation in their possession and available for release to the CITY OF ARCADIA that is deemed necessary by the PARTIES to perform the WMP implementation at no cost to the CITY OF ARCADIA.

(8) Indemnification

a. Each PARTY shall indemnify, defend, and hold harmless each other PARTY, including its special districts, elected and appointed officers, employees, agents, attorneys, and designated volunteers from and against any and all liability, including, but not limited to demands, claims, actions, fees, costs, and expenses (including reasonable attorney's and expert witness fees), arising from or connected with, and in relative proportion to, its own negligence or willful misconduct under this MOA; provided, however, that no PARTY shall indemnify another PARTY for said other' PARTY's own negligence or willful misconduct.

b. If any of PARTY pays in excess of its pro rata share in satisfaction of any liability arising out of the implementation of the WMP, such PARTY shall be entitled to contribution from each of the other PARTIES; provided, however, that the right of contribution is limited to the amount paid in excess of the PARTY 's pro rata share and provided further that no PARTY may be compelled to make contribution beyond its own pro rata share of the entire liability; and provided that no PARTY shall indemnify another PARTY for that PARTY 's own negligence or willful misconduct.

c. The PARTIES agree that any liability borne by or imposed upon any PARTY or PARTIES hereto as a result of this MOA that is not caused by or attributable to the negligence or willful misconduct of any PARTY shall be fully borne by all Page 6 of 19

the PARTIES in accordance with their pro rata cost share, as set forth in this MOA.

d. To the maximum extent permitted by law, the CITY OF ARCADIA shall require the CONSULTANTS retained pursuant to this MOA to agree to indemnify, defend, and hold harmless each PARTY, its special districts, elected and appointed officers, employees, attorneys, agents, and designated volunteers from and against any and all liability, including, but not limited to demands, claims, actions, fees, costs, and expenses (including attorney and expert fees), arising from or connected with the CONSULTANT's performance of its agreement with the CITY OF ARCADIA. In addition, the CITY OF ARCADIA shall require the CONSULTANTS to carry, maintain, and keep in full force and effect an insurance policy or policies, and each PARTY, its elected and appointed officers, employees, attorneys, agents and designated volunteers shall be named as additional insureds on the policy(ies) with respect to liabilities arising out of the CONSULTANT's work. These requirements will also apply to any subcontractors hired by the CONSULTANTS.

(9) Early Termination or Withdrawal

a. This MOA may be terminated upon the express written agreement of all PARTIES. If this MOA is terminated, any remaining funds not due and payable or otherwise legally committed to a Consultant(s) shall be distributed to the remaining PARTIES (not including any EXCLUDED or WITHDRAWN PARTY or PARTIES, as defined below) so that all such remaining PARTIES have paid no more than their pro-rata share (in accordance with the most current allocation set forth in Table 3 of Exhibit A). Completed work shall be owned by all PARTIES at the time of completion of the work who are not EXCLUDED or WITHDRAWN PARTIES. Similarly, rights to uncompleted work by the Consultant still under contract are to be owned by the PARTY or PARTIES who are not EXCLUDED or WITHDRAWN PARTIES at such time.

b. A PARTY may withdraw from this MOA (“WITHDRAWN PARTY”) upon 60 days written notice to the other PARTIES, subject to payment of any invoice received from the CITY OF ARCADIA prior to or during the 60-day notice period for its share of the cost of the work completed as of the date of its notice of withdrawal, calculated in accordance with the cost-sharing percentages set forth in Table 2 of Exhibit A. The effective withdrawal date shall be the sixtieth (60th) day after the CITY OF ARCADIA receives the withdrawing PARTY’s notice to withdraw from this MOA. The CITY OF ARCADIA shall refund to the WITHDRAWN PARTY any unused funds paid by the WITHDRAWN PARTY’s effective withdrawal date. All PARTIES understand, acknowledge, and agree that withdrawal from this MOA will terminate any responsibility, liability, or obligation of the WITHDRAWN PARTY under this MOA commencing on the effective withdrawal date and that the WITHDRAWN PARTY shall remain liable for its share of any loss, debt or liability incurred prior to the withdrawal date, Page 7 of 19

and for any work which could not be suspended. Withdrawal from this MOA does not release any PARTY from the obligations set forth in MS4 Permit.

c. Should any PARTY withdraw from this MOA, the remaining PARTIES’ cost share allocation shall be adjusted in accordance with the cost allocation formula in Table 2 of Exhibit A.

d. If a PARTY fails to substantially comply with any of the terms or conditions of this MOA that PARTY shall forfeit its rights to work completed through this MOA, but no such forfeiture shall occur unless and until the defaulting PARTY has first been given notice of its default and a reasonable opportunity to cure the alleged default.

(10) General Provisions

a. Notices. Any notices, bills, invoices, or reports relating to this MOA, and any request, demand, statement, or other communication required or permitted hereunder shall be in writing and shall be delivered to the representatives of the PARTIES at the addresses set forth in Exhibit B attached hereto and incorporated herein by reference. The PARTIES shall promptly notify each other of any change of contact information, including personnel changes, provided in Exhibit B. Written notice shall include notice delivered via e-mail or fax. A notice shall be deemed to have been received on (a) the date of delivery, if delivered by hand during regular business hours, or by confirmed facsimile or by e-mail; or (b) on the third (3rd) business day following mailing by registered or certified mail (return receipt requested) to the addresses set forth in Exhibit B.

b. Administration. For the purposes of this MOA, the PARTIES hereby designate as their respective PARTY representatives the persons named in Exhibit B. The designated PARTY representatives, or their respective designees, shall administer the terms and conditions of this MOA on behalf of their respective PARTY. Each of the persons signing below on behalf of a PARTY represents and warrants that he or she is authorized to sign this MOA on behalf of such PARTY.

c. Relationships of the PARTIES. The PARTIES are, and shall at all times remain as to each other, wholly independent entities. No PARTY to this MOA shall have power to incur any debt, obligation, or liability on behalf of any other PARTY unless expressly provided to the contrary by this MOA. No employee, agent, or officer of a PARTY shall be deemed for any purpose whatsoever to be an agent, employee, or officer of another PARTY.

d. Binding Effect. This MOA shall be binding upon, and shall be to the benefit of the respective successors, heirs, and assigns of each PARTY; provided,

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however, no PARTY may assign its respective rights or obligations under this MOA without the prior written consent of the other PARTIES.

e. Amendment. The terms and provisions of this MOA may not be amended, modified, or waived, except by an instrument in writing signed by all non- delinquent PARTIES who have not terminated their interests herein or whose involvement has not terminated by reason of non-payment. This paragraph applies to any changes proposed as a result of the following circumstances: 1) changes to the MS4 Permit terms with regards to compliance through a WMP or CIMP; or (2) changes in the number of PARTIES to this MOA. This list is not intended to be exhaustive.

f. Law to Govern. This MOA is governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. Venue shall be in Los Angeles County.

g. Severability. If any provision of this MOA shall be determined by any court to be invalid, illegal, or unenforceable to any extent, the remainder of this MOA shall not be affected, and this MOA shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in this MOA.

h. Entire Agreement. This MOA constitutes the entire agreement of the PARTIES with respect to the subject matter hereof.

i. Waiver. Waiver by any PARTY to this MOA of any term, condition, or covenant of this MOA shall not constitute a waiver of any other term, condition, or covenant. Waiver by any PARTY to any breach of the provisions of this MOA shall not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this MOA.

j. Counterparts. This MOA may be signed in multiple counterparts with the same force and effect as if all original signatures appeared on one copy; and in the event this MOA is signed in counterparts, each counterpart shall be deemed an original and all of the counterparts shall be deemed to be one agreement.

k. All PARTIES have been represented by counsel in the preparation and negotiation of this MOA. Accordingly, this MOA shall be construed according to its fair language. Any ambiguities shall be resolved in a collaborative manner by the PARTIES and shall be rectified by amending this MOA as described in Section 10(e).

IN WITNESS WHEREOF, the PARTIES hereto have caused this MOA to be executed by their duly authorized representatives and affixed as of the date of signature of the PARTIES:

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[Signatures on following pages]

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COUNTY OF LOS ANGELES

By MARK PESTRELLA Date Director of Public Works

APPROVED AS TO FORM:

MARY C. WICKHAM County Counsel

By Deputy Date

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CITY OF ARCADIA

By NAME, POSITION Date