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2004-096 - Approve Continuation Agreement And Amendment No 3 Between The Town And West Valley Sanitation DistrictRESOLUTION 2004 - 96 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS 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 IMPLEMENTATION OF A TRANSITION PLAN TO TRANSFER MAINTENANCE RESPONSIBILITIES FOR THE LOS GATOS SEWER COLLECTION SYSTEM 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 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 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 of the 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 21" 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: VICE MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: CLERK OF THE TOWN OF LOS A LOS GATOS, CALIFORNIA "r''jr; _E O- THE TOWN CLERK CONTINUATION AGREEMENT AND AMENDMENT NO-.4 42y a %0 TO SEWER AGREEMENT BETWEEN THE TOWN OF LOS 43MD AND WEST VALLEY SANITATION DISTRICT :)RD fEC THIS CONTINUATION AGREEMENT is made and entered into this " ` day of --- -- , 2004 by and between the Town of Los 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 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 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 of the sanitary sewer system within the Town's jurisdiction to the District; NOW THEREFORE, 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 terns 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 the period of this Agreement a Transition Plan will be implemented to include the following elements: A. A Communication Plan that includes press releases to local media, written communications 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 Town 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 prior to the transfer. C. In Assets Transfer Plan including an analysis by an independent public financial advisor selected by both parties 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 time, quality of service, and customer service. 3. Any extraordinary costs of the aforesaid Transition Plan elements beyond normal operational responsibilities will be borne solely by the District. 4. It is further agreed that it is the intention of the Town and District to accomplish the transfer of responsibilities and assets as expeditiously as possible. Date certain milestones for each of the Transition Plan elements will be set not later than August 16, 2004. 5. Upon completion of all Transition Plan elements and payment of all moneys owing for transfer of ownership interests, the Town will relinquish 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 no 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: DISTRICT COUNSEL TOWN OF LOS GATOS LE Title: WEST VALLEY SANITATION DISTRICT OF SANTA CLARA CO. Title: