2005-066 - Authorizing The Town Manager To Execute A Second Continuation Agreement With The West Valley Sanitation District Of Santa Clara CountyRESOLUTION 2005 - 66
RESOLUTION OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE A
SECOND CONTINUATION AGREEMENT WITH
THE WEST VALLEY SANITATION DISTRICT OF
SANTA CLARA COUNTY
WHEREAS, on May 19, 1977, the Town entered into an agreement with the West Valley
Sanitation District of Santa Clara County ( "District ") entitled "District 4 — Los Gatos 1977 Sewer
Agreement" (herein referred to as "Agreement "); and
WHEREAS, on June 13, 2001, Town and District entered into an amendment to the
Agreement to continue said Agreement for a period not to exceed three years; and
WHEREAS, said Agreement and all amendments were to terminate on June 30, 2004; and
WHEREAS, on July 7, 2004, Town and District entered into an agreement with District
entitled "Continuation Agreement and Amendment No. 3 to Sewer Agreement Between the Town
of Los Gatos and West Valley Sanitation District" to extend the terms of the Agreement for an
additional year, terminating on July 1, 2005, in order to provide the time necessary to transfer all
current and future ownership and associated operation and maintenance responsibilities of the
sanitary sewer system within the Town's jurisdiction to the District; and
WHEREAS, Town and District desire to extend the time for negotiating the terms of the
proposed transfer for an additional ninety (90) days beyond July 1, 2005, to do so by extending the
terms of the Agreement, but without determining at this time the amount that the Town is entitled
to receive as reimbursement of its costs to operate and maintain the sewer system within the Town
as set forth in the Agreement.
Page 1 of 2
RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State
of California, that the Town of Los Gatos enter into a Second Continuation Agreement with the West
Valley Sanitation District (Exhibit A, attached hereto and incorporated by this reference) for the
purpose of extending the time necessary to negotiate a transfer to the District of the ownership,
operation and maintenance of the Town's sewer system, and that the Town Manager is authorized,
and is hereby directed, to execute said contract /agreement in the name and on behalf of the Town
of Los Gatos.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los
Gatos, California, held on the 20"' day of June, 2005 by the following vote:
COUNCIL MEMBERS:
AYES: Steve Glickman, Diane McNutt, Joe Pirzynski, Barbara Spector,
Mayor Mike Wasserman.
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK AD . I `I'IZATOR
LOS GATOS, CALIFORNIA
Page 2 of 2
SECOND CONTINUATION AGREEMENT AND AMENDMENT NO.4
TO SEWER AGREEMENT BETWEEN THE TOWN OF LOS GATOS
AND WEST VALLEY SANITATION DISTRICT
THIS SECOND CONTINUATION AGREEMENT is made and entered into this day of
, 2005, by and between the Town of Los Gatos (hereinafter "Town ") and West Valley
Sanitation District of Santa Clara County (hereinafter "District ").
WHEREAS, on May 19, 1977, Town entered into an agreement with District entitled "District 4 —
Los Gatos 1977 Sewer Agreement" (herein referred to as "Agreement "); and
WHEREAS, Section D of Part 11 and Section C of Part III of the Agreement provides that Town
shall be reimbursed for its costs of operating and maintaining the sewer system within the Town,
and paragraph 6 of Section A of Part I of the Agreement defines "cost" as "[t]he amount reasonably
expended in performing a particular act or operation;" and
WHEREAS, on June 13, 2001, Town and District entered into an amendment to the Agreement
to continue said Agreement for a period not to exceed three years; and
WHEREAS, said Agreement and all amendments were to terminate on June 30, 2004; and
WHEREAS, on July 7, 2004, Town and District entered into an agreement with District entitled
"Continuation Agreement and Amendment No. 3 to Sewer Agreement Between the Town of Los
Gatos and West Valley Sanitation District" to extend the terms of the Agreement for an additional
year, terminating on July 1, 2005, in order to provide the time necessary to transfer all current and
future ownership and associated operation and maintenance responsibilities of the sanitary sewer
system within the Town's jurisdiction to the District; and
WHEREAS, to allow the process for negotiating the terms of the proposed transfer to proceed
without conflict, Town and District desire to extend the terms of the Agreement for an additional
ninety (90) days beyond July 1, 2005, but disagree about how to determine the amount of payment
to the Town for operating and maintaining the Town's sewer system during the time of the
extension; and
WHEREAS, Town and District thus desire to defer discussion on the amount of payment due to
the Town for the additional time the Town operates and maintains its sewer until completion of the
negotiations of the proposed transfer of the sewer system to District.
NOW, THEREFORE, for and in consideration of their mutual promises, and subject to the terms,
provisions and conditions herein set forth, the parties do hereby agree as follows:
1. All of the terms and provisions of the Agreement and all subsequent amendments remain in
full force and effect for a period not to exceed ninety (90) days from the date of this Second
Continuation Agreement with the exception of the following:
Page 1 of 2
A. That part of Section D of Part II of the Agreement stating: "and the District shall
reimburse the Town all of the Town's cost of doing so. Request for payment and
payments shall be made in the manner provided in Part III C 3;"
R. That part of paragraph 3 of Section E of Part 11 stating: "and shall reimburse the Town for
all of the Town's administrative cost of performing its obligations under Part 11 E, less
amounts which are chargeable by the Town to applicants for and recipients of sewer
service, and which are retained by the Town. Requests for payment and payment shall
be made in the manner provided in Part III C 3;"
C. That part of paragraph 2 of Section C of Part III stating: "for the Town's cost."
D. All of paragraph 3 of Section C or Part III relating to the method of reimbursing the Town
for its costs of operating and maintaining the sewer system; and
E. All of Section A of Part IX, relating to the term of the Agreement.
2. Town shall be entitled to reimbursement by District for operating and maintaining the Town's
sewer system during the period between July 1, 2005 and September 30, 2005, as follows:
A. As may be agreed by the parties, but in the absence of such agreement, as specified in
subsection b. below.
B. On or before November 1, 2005, District shall pay Town an amount District deems
appropriate, which Town may accept without waiver of its right to pursue as provided by
law any additional payment Town deems appropriate. District may dispute any additional
payment sought by Town.
WITNESS THE EXECUTION HEREOF the day and year first hereinabove written.
TOWN OF Los GATOS, by:
WEST VALLEY SANITATION (DISTRICT, by:
Debra J. Figone, Town Manager
A P]PRovED AS TO FORM:
Urry P. Korb, Town Attorney
ATTEST:
Marlyn Rasmussen, Clerk Administrator
Town or LAS Gatos
(Signature)
(Title)
NAAT"W VSA-Cont.AG R.wpd
Page 2 of 2