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2004-096- Approving A Continuation Agreement And Amendment No 3 To The Agreement Between The Town Of Los Gatos And West Valley Sanitation District To June 30, 2005 To Allow For The Development And ImRESOLUTION 2004 - 96 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS .APPROVING A CONTINUATION AGREEMENT AND AMENDMENT N0.3 TO THE AGREEMENT .BETWEEN THE TOWN OF LOS GATOS AND WEST VALLEY SANITATION'DISTRICT TO JUNE 30, 2005 TO ALLOW FOR THE DEVELOPMENT AND IMPLEMENTATION OF A TRANSITION PLAN TO TRANSFER MAINTENANCE RESPONSIBILITIES FOR THE LOS GATOS SEWER COLLECTION SXSTEM FROM THE TOWN OF LOS GATOS TO WEST VALLEY SANITATION 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, on June 1.3, 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 will terminate on June 30, 2004; and WHEREAS, Town and District :have analyzed current and projected costs of sewer service and the impacts of new regulations on the future operations and management of the sanitary sewer system; and WHEREAS, Town and District desire to transfer all current and future ownership .and associated operation and maintenance responsibilities ofthe sanitary sewer system within the Town's jurisdiction ~to the District. RESOLVED, that the -Town .Council of the Town of Los Gatos hereby .approve the Continuation Agreement and Amendment No. 3 to Sewer Agreement Between the'Town of Los Gatos and West Valley Sanitation District, attached hereto as Exhibit "A" and incorporated herein by this reference, .and authorize the Town Manager to execute the Agreement .and Amendment. 1 PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 21S` day of June, 2004 by the following vote: COUNCIL MEMBERS: AYES: Sandy Decker, Diane McNutt, Joe Pirzynski Vice Mayor Mike Wasserman. NAYS: None ABSENT: None ABSTAIN: None SIGNED: VICEMAYOR OF'THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: CLERK OF THE TOWN OF LOS ATOS LOS GATOS~ CALIFORNIA 2 CONTTNUATTON .AGREEMENT AND AMENDMENT N(~~~~~`~~ ~-`-~ -. TO SEWER AGREEMENT BETWEEN THE TOWN OF LOS ~'~5~.~.,.~~, _ AND WEST VALLEY SANITATION DISTRICT ~~,~.__..___ _ w ~~ THIS CONTII~lUA°TTON AGREEMENT is made and entered into this :.rt~~~, of-~~-~-°~--~--~- ~ ; -- 2004 by and between the Town of Las Gatos (hereinafter "Town")and West Valley Sanitation District of Santa Clara County (Hereinafter "District" ). RECITALS WHEREAS, on May 19, 1977 Town entered into an agreement with District entitled "District 4 -Los Gatos 197'7 Sewer Agreement" (herein referred to as "Agreement" ); and WHEREAS, an June 1 ~, 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 will terminate on Tune 30, 2004; and WHEREAS, Town and District have analyzed current and projected costs of sewer service and the impacts of new regtalations on the future operations and management of the sanitary sewer .system; and WHEREAS, Town and District desire 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; NOW THERET~ORE, for and in consideration of their mutual promises,. and subject to the terms, provisions and conditions hereinafter 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 one year from the date of this Continuation Agreement. 2. During fire period of this. Agreement a Transition Plan will be implemented to include the following elements: A. A Communication Plan that uicludes press releases to local media, written commuiueations to all Town sewer users (via both. mail and door hangers) and at least one public information meeting to inform all interested parties about the transfer of sewer service responsibilities. The Communication Plan will also include communication procedures to ensure seamless service delivery to customers subsequent to the transfer. B. An Information Transfer Plan that ensures all relevant Tawn knowledge and .local expertise of the :sewer .system is transferred to the District. The information will include all sewer maintenance records and service requests for a minimum of 24 months pi~or to the transfer. C. In Assets Transfer Flan including an analysis by an independent public financial advisor selected by both pa~•ties to determine the current value of sewer systems assets and a plan to negotiate the transfer or disposition of those assets. ~ ~ D. Performance Commitments to ensure that Los Gatos customers will continue to receive a comparable level of service from the District as they do currently from the Town. These commitments will be in the areas of response tune, duality of service, and customer service. 3. Any extraordinary costs of the aforesaid Transition Pian elements beyond normal operational responsibilities will be borne solely by the District. 4. It is further agreed that it is the intention of :the 'T'own and District to accomplish the transfer of responsibilities and .assets as expediriously as possible. Date certain milestozies for each of the Transition Plan elements will be set not later. than August l.6> 2004. . 5. Upon completion of all Transition Plan elements and payment of all moneys owing for transfer of ownership interests, the Town will reluiquish all ownership rights and interests in the sanitary sewer system to the District. It completion of all Transition Plan elements and payment of all moneys owing for transfer of ownership interests occurs prior to the expiration of this .agreement, then this agreement shall have na further force and effect. WITNESS THE EXECUTION HEREOF the day and year first hereinabove written. APPROVED AS TO FORM: TOWN ATTORNEY ATTEST: Marian V. Cosgrove, Town Clerk Town of Los Gatos APPROVED AS TO FORM: TOWN OF LOS GATOS By: Title: WEST VALLEY SANITATION DISTRICT OF SANTA CLARA CO. By: DISTRICT COUNSEL Title: