Resolution 1992-61
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RESOLUTION NO. 92- 61
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF GILROY AUTHORIZING THE EXECUTION BY THE
CITY OF GILROY OF A CONTRACT WITH SOUTH COUNTY
REGIONAL WASTEWATER AUTHORITY FOR RENDERING OF
SERVICES, STAFF AND PERSONNEL
WHEREAS, the city of Gilroy, a municipal corporation
("Gilroy"), and the city of Morgan Hill, a municipal corporation
("Morgan Hill"), 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 ("Joint Powers Agreement");
and
WHEREAS, Section 3.3(g) of the Joint Powers Agreement
provides that SCRWA' s Board (as defined in the Joint Powers
Agreement) shall initially contract with Gilroy to provide all
personnel and staff for SCRWA:
WHEREAS, Gilroy wishes to execute an Agreement for
Services by and between Gilroy and SCRWA with respect to section
3.3(g) of the Joint Powers Agreement (the "Agreement for
services").
NOW, THEREFORE, BE IT RESOLVED THAT:
1. The form, terms and provisions of the Agreement for
Services 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 Agreement for Services in the form presented
RESOLUTION NO. 92 - 61
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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
>>~/~.~
Don Gage
Mayor
=t:~ ~I:::.~
~ne Steinmetz
City Clerk
RESOLUTION NO. 92 - 61
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AGREEMENT FOR SERVICES
This Agreement for Services ("Agreement") is made as of
July 6
1992 by and between the CITY OF GILROY, a
Municipal corporation ("City"), and 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").
RECITALS
A. Authority was created pursuant to that certain Joint
Exercise of Powers Agreement Creating The South County Regional
Wastewater Authority dated May 19, 1992 (the "Joint Powers
Agreement"). city is a Member Agency (defined in the Joint Powers
Agreement) of the Authority.
B. section 3.3 (g) of the Joint Powers Agreement provides
that the Authority's Board (as defined in the Joint Powers
Agreement) shall initially contract with the City to provide all
personnel and staff for the Authority.
NOW, THEREFORE, pursuant to the Joint Powers Agreement, and
for valuable consideration, the parties agree as follows:
L
ci tv Services.
City shall use its best efforts to
provide to Authority the services set forth on Exhibit "A" attached
hereto and by this reference made a part of this Agreement. Except
as authorized by the Authority or the Joint Powers Agreement, it
is expressly understood and agreed that City shall not have the
authority or power to negotiate or enter into any contract for sale
or purchase for, or on behalf of, or in the name of Authority, or
carryon any business for, or on behalf of, or in the name of
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Authority, or pledge the credit of, borrow money, or incur any
other liability or obligation for, or on behalf of or in the name
of Authority. city is and shall remain an independent contractor
and is not an employee of Authority.
2.
Compensation.
As compensation for the services City
performs under this Agreement for Authority, Authority shall pay
to City, within thirty (30) days fOllowing receipt of written
invoice therefore, a monthly service fee (the "Service Fee"), equal
to the sum of the following:
(a) An amount equal to eleven percent (11%) of all costs
and expenses incurred during a calendar month in connection with
the operation of city's Chemical Control Division, whether or not
such costs and expenses are incurred in connection with the Project
(defined in Article I of the Joint Powers Agreement); and
(b) An amount equal to eleven percent (11%) of all costs
and
expenses
incurred
in connection wi th
the
operation,
maintenance, management and replacement of the Project, except for
the cost incurred for electric power: plus
(c) An amount equal to one percent (l%) of the cost
incurred by the Project for electric power.
3. Termination. This Agreement shall continue in full force
and effect from the date hereof until terminated by either party
hereto by giving to the other party not less than thirty (30) days
prior written notice of termination.
4 .
Notice.
Any notice or other communication under this
Agreement shall be in writing and shall be deemed given and
effective (i) when delivered personally, or (ii) three (3) days
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after the postmarked date if mailed by certified or registered
mail, postage prepaid, return receipt requested, addressed to a
party at its address stated below its signature hereto or to such
other address as such party may designate by written notice of
change of address given in accordance with the provisions of this
Paragraph 4.
5. Entire Aqreement. This Agreement constitutes the entire
agreement between the parties relating to the services to be
rendered by City with respect to the Project, and supersedes all
prior oral and written and all contemporaneous oral negotiations,
commitments and understandings of the parties.
6. Amendment. This Agreement may not be changed or amended
except in writing executed by both parties.
7. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
8.
Attornevs' Fees.
In any action between the parties
arising out of this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys' fees actually incurred
by such party in such action.
9. Governinq Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the state of
California.
lO. Waiver. No delay or failure by either party to exercise
or enforce at any time any right or provision of this Agreement
shall be considered a waiver thereof or of such party's right
thereafter to exercise or enforce each and every right and
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provision of this Agreement.
To be valid, a waiver must be in
writing, but need not be supported by consideration.
No single
waiver shall constitute a continuing or subsequent waiver.
ll. captions. The captions in this Agreement are inserted
for convenience of reference only, and shall not be used in
construing or interpreting any provision of this Agreement.
l2. Severabilitv. If any provision of this Agreement shall
be held illegal, invalid or unenforceable, 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 Agreement shall not be affected
thereby.
IN WITNESS WHEREOF, the parties have signed this Agreement on
the dates set forth below.
Dated July 6, 1992
. ~ ,
Administrator
735l Rosanna st.
Gilroy, CA 95020
Attn: City Administrator
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
::liO::M'1. ~
Its Chairperson
Address: 7351 Rosanna st.
Gilroy, CA 95020
Attn: city Administrator
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EXHIBIT "A"
City shall provide the following services, and such City
personnel and staff as is reasonably necessary to perform the
following services, needed by the Authority to own, operate and
manage the Project.
1. General administration:
2. Contracts negotiation and administration:
3. Financial recording keeping, bookkeeping and other
financial management:
4. Public works services, including administration of all
capital projects:
5. Services needed in connection with city planning and EIR
processes;
6. Budget preparation and administration:
7. Supervision of the Project and the Chemical Control
Division of the city:
8. Insurance administration:
9. Regulatory permit administration:
10. Advising Authority of any needed services from outside
consultants and professionals which are not within City's
expertise.
11. Labor negotiations with appropriate bargaining units.
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I, SUSANNE E. STEINMETZ, City Clerk of the City of Gilroy, do
hereby certify that the attached Resolution No. 92-61 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.
(Seal)