Resolution 1992-60
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RESOLUTION NO. 92- 60
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF GILROY AUTHORIZING THE ASSIGNMENT BY THE
CITY OF GILROY OF THAT CERTAIN CONTRACT
BETWEEN THE CITIES OF GILROY AND MORGAN HILL
AND OPERATIONS MANAGEMENT INTERNATIONAL, INC.,
AND AUTHORIZATION TO EXECUTE ASSIGNMENT OF
CONTRACT
WHEREAS, the City of Gilroy, a municipal corporation
("Gilroy"), and the City of Morgan Hill, a municipal corporation
("Morgan Hill") (Gilroy and Morgan Hill shall sometimes be referred
to herein as the "Cities"), have formed the SOUTH COUNTY REGIONAL
WASTEWATER AUTHORITY, a California Joint Exercise of Powers
Authority organized and created pursuant to the laws of the State
of California ("SCRWA"), for the purpose of jointly managing and
running the sewage treatment facilities identified in the Joint
Exercise of Powers Agreement Creating the South county Regional
Wastewater Authority dated May 19, 1992; and
WHEREAS, Gilroy and Morgan Hill entered into the
following: That certain Agreement for Operations, Maintenance, and
Management Services for the Waste Treatment Facilities for the
cities of Gilroy and Morgan Hill between City and Operations
Management International, Inc., a California corporation dated July
1, 1984, as amended by Amendment No. 1 dated May 1986, Amendment
No. 2 dated June 16, 1987, Amendment No. 3 dated July 7, 1988,
Amendment No.4 dated October 7, 1988, Amendment No.5 dated June
1989, Amendment No. 6 dated November 1989, Amendment No. 7 dated
January 25, 1990, Amendment No. 8 dated June 19, 1990, and
Amendment No.9 dated June 25, 1991 (the "Contract");
WHEREAS, Gilroy and Morgan Hill desire to assign to SCRWA
all their respective rights, title, and interest under the
contract, to the extent that the Contract relates to the municipal
treatment and disposal facilities and reclamation facilities
referred to in Appendix B of Amendment No. 9 of the Contract
RESOLUTION NO. 92 - 60
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referred to above (the "Facilities"), and SCRWA wishes to accept
such assignment and assume all of Gilroy I s and Morgan Hill's
obligations under the contract, to the extent that the Contract
relates to the Facilities: and to evidence such assignment Gilroy
wishes to execute an Assignment of Contract (the "Assignment of
contract").
NOW, THEREFORE, BE IT RESOLVED THAT:
1. The form, terms and provisions of the Assignment of
Contract have been presented to The City Council and reviewed by
The City Council and the same are, in all respects, approved:
2. The City Administrator of Gilroy, Jay Baksa, is
hereby authorized to execute and deliver, in the name of and on
behalf of Gilroy, the Assignment of Contract in the form presented
to The City Council.
PASSED AND ADOPTED this 6th day of July
, 1992,
by the following vote:
AYES:
COUNCILMEMBERS: GILROY, HALE, KLOECKER, NELSON, ROWLISON,
VALDEZ and GAGE.
NOES:
COUNCILMEMBERS: None
ABSENT:
COUNCILMEMBERS: None
ATTES~~ b ~ .
Susanne Steinmetz
City Clerk
RESOLUTION NO. 92 - 60
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I, SUSANNE E. STEINMETZ, City Clerk of the City of Gilroy, do
hereby certify that the attached Resolution No. 92-60
is an original
resolution, duly adopted by the Council of the City of Gilroy at an
adjourned regular meeting of said Council held on the 6th
day of
July ,19~, at which meeting a quorum was present.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
Official Seal of the City of Gilroy this 7th day of
July
,1992.
'fI~~f:,~
Clerk of the City of Gilroy
(Seal)
ASSIGNMENT OF CONTRACT
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For value received, the City of Gilroy, a Municipal corpora-
tion, and the city of Morgan Hill, a Municipal corporation
(collectively "City") hereby grants, assigns, transfers, and
conveys to the South County Regional Wastewater Authority, a
California Joint Exercise of Powers Authority organized and created
pursuant to the laws of the State of California ("Authority") all
of its rights, title and interest and into the following: (i) That
certain Agreement for Operations, Maintenance, and Management
Services for the Waste Treatment Facilities for the cities of
Gilroy and Morgan Hill between City and Operations Management
International, Inc., a California corporation ("Contractor") dated
July 1, 1984, as amended by Amendment No.1 dated May 1986,
Amendment No.2 dated June 16, 1987, Amendment No.3 dated July 7,
1988, Amendment No.4 dated October 7, 1988, Amendment No.5 dated
June 1989, Amendment No. 6 dated November 1989, Amendment No. 7
dated January 25, 1990, Amendment No. 8 dated June 19, 1990, and
Amendment No. 9 dated June 25, 1991 (the "Contract"), to the extent
that the Contract relates to the municipal treatment and disposal
facilities and reclamation facilities referred to in Appendix B of
Amendment No.9 referred to above (the "Facilities").
with respect to the foregoing, the parties agree as follows:
L Authority agrees to (i) perform, keep and be bound by all
of the terms, covenants and conditions contained in the Contract
to the extent applicable to the Facilities and to be kept or
perform on the part of City therein to the same extent and effect
as if Authority had executed the Contract as the original party in
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place of City: and (ii) indemnify, defend and hold city harmless
from any claim, loss or liability arising out of or in any way
connected with a default by Authority under the Contract which
shall occur on or after the Effective Date.
2. This Assignment of Contract ("Assignment") shall become
effective upon the execution thereof by Assignor and Assignee and
consent thereto by Contractor (the "Effective Date").
3. This Assignment may be executed in counterparts, each of
which shall be an original, but all of which shall constitute one
instrument.
4. In any action between the parties arising out of this
Assignment , the prevailing party shall be entitled to recover
reasonable attorneys' fees actually incurred by such party in such
action.
5. This Assignment constitutes the entire agreement between
the parties hereto relating to the subject matter hereof and
supersedes all prior oral and written and all contemporaneous oral
negotiations, commitments and understandings of the parties.
6. This Assignment may not be changed or amended except by
a writing executed by both parties hereto.
7. This Assignment shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and
assigns.
8. This Assignment shall be governed by and construed and
enforced in accordance with the laws of the state of California.
9. No delay or failure by either party to exercise or
enforce at any time any right or provision of this Assignment shall
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be considered a waiver thereof or of such party's right thereafter
to exercise or enforce each and every right and provision of this
Assignment. To be valid, a waiver shall be in writing, but need
not be supported by consideration.
No single waiver shall
constitute a continuing or subsequent waiver.
10. If any provision of this Assignment shall be held
illegal, invalid or unenforceable, in whole or in part, such
provision shall be modified to the minimum extent necessary to make
it legal, valid and enforceable, and the legality, validity and
enforceability of all other provisions of this Assignment shall not
be affected thereby.
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment. on the dates set forth below to be effective as of the
Effective Date.
ASSIGNOR:
Dated:
CITY OF GILROY,
:y~uniczr;;;''in ~
Its:
CITY OF MORGAN HILL,
a Municipal corporation
Dated:
By:
Its:
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ASSIGNEE:
Dated:
July 9, 1992
SOUTH COUNTY REGIONAL WASTEWATER
AUTHORITY, a California Joint
Exercise of Powers Authority
organized and created pursuant to
the laws of the State of California
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CONTRACTOR'S CONSENT
Contractor hereby consents and agrees to the terms of the
above Assignment. From and after the date of the above Assignment
becomes effective, Contractor agrees to look solely to Authority
for the performance of the obligations assumed by Authority
pursuant to the Assignment, and city shall thereafter be relieved
and discharged of any and all liability arising under the Contract
to the extent applicable to the Facilities whether occurring prior
to or after the Effective Date.
CONTRACTOR:
Dated:
OPERATIONS MANAGEMENT INTERNATIONAL,
INC., a California corporation
By:
Its:
,
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be considered a waiver thereof or of such party's right thereafter
to exercise or enforce each and every right and provision of this
Assignment. To be valid, a waiver shall be in writing, but need
not be supported by consideration.
No single waiver shall
constitute a continuing or subsequent waiver.
10. If any provision of this Assignment shall be held
illegal, invalid or unenforceable, in whole or in part, such
provision shall be modified to the minimum extent necessary to make
it legal, valid and enforceable, and the legality, validity and
enforceability of all other provisions of this Assignment shall not
be affected thereby.
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment on the dates set forth below to be effective as of the
Effective Date.
ASSIGNOR:
CITY OF GILROY,
a Municipal corporation
Dated:
By:
Its:
CITY OF MORGAN HILL,
a Municipal corporation
Dated:
By:
Its:
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