2005-103 - Authorizing The Town Manager To Execute A Third Continuation Agreement With The West Valley Sanitation District Of Santa ClaraRESOLUTION 2005 -103
RESOLUTION OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE A
THIRD CONTINUATION AGREEMENT WITH
THE WEST VALLEY SANITATION DISTRICT OF
SANTA CLARA COUNTY
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 II 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;
WHEREAS, on or about July 5, 2005, the Town and District entered into an agreement entitled
"Second Continuation Agreement and Amendment No. 4 to Sewer Agreement Between the Town
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of Los Gatos and West Valley Sanitation District" (hereinafter referred to as "Second Continuation
Agreement ") to extend the terms of the Agreement to September 30, 2005 and to also defer decision
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;
and
WHEREAS, the Town and District desire to extend the terms of the Second Continuation
Agreement to December 6, 2005, in order to further facilitate negotiations of the proposed transfer
of the Town sewer system to District.
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 Third 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 special meeting of the Town Council of the Town of Los
Gatos, California, held on the 23rd day of September, 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:
CL E AD ISTRATOR
LOS GATOS, CALIFORNIA
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THIRD CONTINUATION AGREEMENT AND AMENDMERTPN 5 Quaaukw
TO SEWER AGREEMENT BETWEEN THE TOWN OF LO$QP
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THIS THIRD 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 II 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 1 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;
WHEREAS, to allow the process for negotiating the terms of the proposed transfer to proceed
without conflict, Town and District desired 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;
WHEREAS, on or about July 5, 2005, the Town and District entered into an agreement entitled
"Second Continuation Agreement and Amendment No. 4 to Sewer Agreement Between the Town
of Los Gatos and West Valley Sanitation District" (hereinafter referred to as "Second Continuation
Agreement ") to extend the terms of the Agreement to September 30, 2005 and to also defer
decision 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; and
WHEREAS, the Town and District desire to extend the terms of the Second Continuation
Agreement to December 6, 2005, in order to further facilitate negotiations of the proposed transfer
of the Town sewer system to District.
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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 Second Continuation Agreement shall remain in full force
and effect until December 6, 2005 except as follows:
A. That part of Section 2 stating "during the period between July 1, 2005 and September 30,
2005" shall be changed to read "during the period between July 1, 2005 and December
6, 2005," and
B. That part of Section 2.B of the Second Continuation Agreement stating "On or before
November 1, 2005" shall be changed to read "On or before January 9, 2006."
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 (Signature)
APPROVED AS TO FORM: (Title)
Orry P. Korb, Town Attorney
ATTEST:
Marlyn Rasmussen, Clerk Administrator
Town of Los Gatos
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