9.2. The regional wastewater treatment plant, operated by the SCRWA, has long been recycling wastewater for non-potable uses such as irrigation for agriculture, parks, and golf courses. Delivering recycled water to the existing customers requires a system of pumps, pipelines and storage reservoirs. The amount of recycled water that can be produced on a daily basis is determined by the amount of wastewater that feeds the plant. Because wastewater coming into the plant is continuous 24 hours per day, the recycling system is able to continually produce recycled water. However, the demand for recycled water varies substantially over the course of a single day and seasonally.
Given that the majority of customers use it for irrigation, the demand is high in the summer and in the middle of the day. To meet the peaks and valleys of demand, on-site reservoir storage plays an important role by providing additional recycled water beyond what the plant is producing during peak demand. SCRWA currently has a 3-MG reservoir that provides that additional capacity when demand exceeds the daily output of recycled water. Additional storage would also provide increased resiliency and reliability for the entire recycled water program.
The Recommended Improvements and System Operations section of Valley Water's 2024 South County Recycled Water Master Plan Update (2024 Master Plan) calls for the near-term need for additional reservoir storage to meet future customer demand.
The following comes from the Master Plan: “Additional storage and pumping capacity add resilience to the Recycled Water System and provide SCRWA operations staff with leverage to better serve existing and anticipated future customers.” The Master Plan states that there is currently 0.4 MG per day of capacity for future users during peak summer months.
To meet the near-term recycled water demand, the 2024 Master Plan identifies the need for additional storage. Among the capital improvement investments called out in the 2024 Master Plan is the construction of a 3 MG storage reservoir to be situated adjacent to the existing 3 MG reservoir on the SCRWA site. It is this second reservoir and pump station that Amazon will need to construct to deliver recycled water to their site. With the execution of the reimbursement agreement, Amazon will be paying for the construction of the new reservoir and pump station, which is a vital piece of infrastructure for the long-term viability of providing recycled water from SCRWA to all current and future users.
ANALYSIS
The City has granted Amazon the necessary approvals to begin the build-out of their proposed data center project. To complete the project, however, Amazon has been conditioned to provide extensive improvements for delivering recycled water to the site.
This is to minimize the use of the City’s domestic water system once the data center is fully operational. To provide the recycled water for their industrial needs, one of the conditions placed on the project by the City is to fortify the recycled water storage capacity at the SCRWA site by building a 3-MG reservoir and pump station that are called out in the Master Plan.
9.2. Currently, the infrastructure for production of recycled water is owned by SCRWA and the delivery infrastructure beyond the SCRWA plant is owned by Valley Water. Through an agreement with Valley Water, SCRWA operates and performs minor maintenance on the delivery system.
Due to the risk of disrupting treatment plant operations, SCRWA has historically managed the construction of all improvements within the treatment plant facilities, including the recycled water storage and distribution facilities, instrumentation, piping and pumps on the site. Since the new reservoir will be constructed on SCRWA property and SCRWA oversees all construction at the site, it is prudent for SCRWA, with the understanding that it will be reimbursed, build the 3-MG reservoir and pump station improvements. It is also not advisable to have Amazon negotiate directly with SCRWA for the recycled water improvements, since SCRWA does not have development authority nor does it wish to engage directly with private developers.
Terms of the Reimbursement Agreement:
• Amazon will reimburse the City for all soft and hard costs incurred to design and build the 3-MG reservoir and pump station improvements. • A dedicated interest-bearing fund (Reservoir Fund) will be established by the City for the sole purpose of payment or reimbursement to the City and SCRWA for costs associated with the design and construction of the reservoir and pump station improvements.
• Amazon will deposit funds into the Reservoir Fund to meet its obligation to reimburse the City (and ultimately to SCRWA) for all soft and hard costs related to the project. • Design and Construction costs will be determined by actual fee proposals from design consultants and bid results from a formally bid project. • Amazon will retrieve any residual funds in the Reservoir Fund after the project is complete.
• Should Amazon terminate the agreement or pull out of the project at any point during construction of the reservoir and pump station improvements, Amazon would be required to either: ensure that the site is returned to its original condition, or make the site safe and ready, at the City's discretion. Should Amazon terminate the agreement, they would be eligible to receive any monies left in the reservoir fund after the site is returned to its original condition or made safe and ready, and agreed upon by the City of said state.
The two agreements allow for completion of the reservoir and pump station project in a manner that protects the interests of the City and SCRWA. The methodology for building the reservoir and pump station improvements and tracking the flow of funds will be as follows:
1. An interest-bearing Reservoir Fund will be established by the City
2. A Design Budget will be prepared by a SCRWA engineering consultant
3. Amazon will deposit funds into the Reservoir Fund in an amount equal to the
9.2. Design Budget plus contingency and City and SCRWA overhead costs
4. SCRWA awards contract to design consultant and City disperses funds from the Reservoir Fund to SCRWA as design effort proceeds
5. The Construction Budget is prepared when SCRWA receives construction bids and a lowest responsive, responsible bidder is determined
6. Amazon will deposit funds into the Reservoir Fund in an amount equal to the construction amount plus SCRWA and City overhead, construction management and inspection, with contingencies to cover any change orders
7. SCRWA awards a construction contract and administers construction of reservoir and pump station
8. City disperses payment to SCRWA as construction effort proceeds
9. Any residual funds after the project is completed will go back to Amazon Completion of the recycled water improvements will require the three-party financial arrangement described above. Therefore, staff recommends that the City enter into a Reimbursement Agreement with Amazon, and separately an MOU with SCRWA, to initiate the timely reimbursement to SCRWA for designing and constructing the improvements. Attached to this report is the Reimbursement Agreement between the City and Amazon, and a draft MOU between the City and SCRWA. Staff recommends that the Council direct staff to engage with SCRWA Board to finalize the MOU so that all financial arrangements to complete the recycled water improvements can be concurrently put in place.
ALTERNATIVES
The City and Amazon are committed to the use of recycled water for the data center project. The reimbursement agreement recommended with this staff report will hold Amazon accountable for paying all costs associated with the 3-MG reservoir and pump station improvements that were imposed upon Amazon as a condition of approval for their data center project. For operational and safety reasons, Amazon would not be able to have its own contractor on the SCRWA site. Nor would SCRWA entertain working directly with Amazon since SCRWA is not an entity that has authority over private development in the City of Gilroy. Staff does not recommend any other scenario that would allow Amazon to access recycled water and ensure Amazon pays for the improvements.
FISCAL IMPACT/FUNDING SOURCE
Amazon will pay all direct and indirect costs for the improvements, plus City and SCRWA staff time for processing and managing the project.
PUBLIC OUTREACH
9.2. No public outreach was conducted for the recommended action.
NEXT STEPS
Should the Council approve the subject Reimbursement Agreement and draft MOU, staff will then engage with SCRWA to execute a finalized MOU for reimbursement to SCRWA for the design and construction of the recycled water improvements. After that has been achieved, the City will establish the interest-bearing Reservoir Fund, and SCRWA will move forward with the design of the storage facility and pump station.
Attachments:
1. MOU Resolution
2. Memorandum of Understanding_City of Gilroy_SCRWA re Construction of Recycled Water Reservoir Final
3. Reimbursement Agreement Resolution
4. Reimbursement Agreement_City of Gilroy_Amazon Data Services Inc. re Construction of Recycled Water Reservoir Final
RESOLUTION NO. 2026-XX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GILROY TO ENTER
INTO A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF
GILROY AND THE SOUTH COUNTY REGIONAL WASTEWATER AUTHORITY
FOR ON-SITE RECYCLED WATER IMPROVEMENTS
WHEREAS, the City of Gilroy and the City of Morgan Hill are member agencies of the South County Regional Wastewater Authority (“SCRWA”), which is a Joint Powers Authority; and, WHEREAS, the wastewater treatment plant owned and operated by SCRWA provides sewage treatment and disposal services through percolation basins, as well as reclamation through tertiary treatment; and,
WHEREAS, the reclamation is used for non-potable purposes to augment the use of groundwater and potable water, thus further reducing the reliance on groundwater use and ensuring water is put to its maximum beneficial use; and,
WHEREAS, the Santa Clara Valley Water District’s 2024 South County Recycled Water Master Plan Update (“Master Plan”) identified the need for additional recycled water storage by SCRWA for redundancy, current usage, and for future users; and, WHEREAS, the improvements identified in the Master Plan to provide this storage included a new three-million-gallon storage reservoir, pump station, piping and appurtenances (collectively, the “Improvements”); and,
WHEREAS, Amazon Data Services, Inc. (“Amazon”) is currently building a data center in the City of Gilroy; and,
WHEREAS, the City of Gilroy has conditioned Amazon to require them to build or to pay for infrastructure necessary to facilitate the provision and usage of recycled water, which includes the Improvements, all to be at Amazon’s cost; and,
WHEREAS, SCRWA maintains the necessary experience, staffing and knowledge to facilitate the design and construction of the Improvements; and,
WHEREAS, the City of Gilroy and Amazon are entering into a Reimbursement Agreement for the design and construction of all required Improvements at the SCRWA plant site; and, WHEREAS, as part of the Reimbursement Agreement, Amazon will deposit all funds necessary to the City of Gilroy for the design and construction of the Improvements; and, WHEREAS, the proposed Memorandum of Understanding (“MOU”) between the City of Gilroy and SCRWA will identify the terms and conditions to ensure timely payment from the City of Gilroy to reimburse SCRWA for the design and construction of the Improvements.
Resolution No. 2026-XX
Short Title
City Council Regular Meeting | Date
NOW, THEREFORE, BE IT RESOLVED that the City Council does hereby:
1. Adopt Resolution No. XX approving the draft MOU between the City of Gilroy and SCRWA attached hereto as Exhibit A.
2. Authorize the City Administrator or their designee to work directly with SCRWA staff and its Board of Directors to undertake all actions necessary or convenient to execute the MOU and to present it to SCRWA for their approval.
3. Authorize the City Administrator to make non-substantive changes to the MOU as necessary in order to facilitate the approval of the MOU by SCRWA.
PASSED AND ADOPTED this 17 day of August 2026 by the following roll call vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
APPROVED:
______________________________
Greg Bozzo, Mayor
ATTEST:
Kim Mancera, City Clerk
CERTIFICATE OF THE CLERK
I, KIM MANCERA, Interim City Clerk of the City of Gilroy, do hereby certify that the attached Resolution No. 2026-XX is an original resolution, or true and correct copy of a City Resolution, duly adopted by the Council of the City of Gilroy at a Regular Meeting of said held on Council held Monday, August 17, 2026, with a quorum present.
Resolution No. 2026-XX
Short Title
City Council Regular Meeting | Date
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Official Seal of the City of Gilroy this Tuesday, XXXXX
____________________________________
Kim Mancera
City Clerk of the City of Gilroy
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MEMORANDUM OF UNDERSTANDING FOR CONSTRUCTION OF A
RECYCLED WATER RESERVOIR
This MEMORANDUM OF UNDERSTANDING FOR CONSTRUCTION OF A
RECYCLED WATER RESERVOIR (“MOU”) is made and entered into effective this _____day of __________, 2026 (“Effective Date”) by and between the City of Gilroy, a California municipal corporation (“City” or “Gilroy”) and the South County Regional Wastewater Authority, a Joint Exercise of Powers Authority (“SCRWA”) as follows:
WHEREAS, Amazon Data Services, Inc., a Delaware corporation (along with any related Amazon entities, “Amazon”) currently has a project underway to construct a data center (the “Data Center”) in the City of Gilroy, located on a 56-acre undeveloped parcel (the “Amazon Site”) located at the southeast end of Arroyo Circle, identified as Assessor’s Parcel Number 841- 69-044. As approved, the Data Center was conditioned by City to use recycled water; and WHEREAS, The SCRWA Wastewater Treatment Plant (the “SCRWA Facility”) produces recycled water from the wastewater treated at the SCRWA Facility for distribution by Santa Clara Valley Water District to end-users, which may include the Data Center; and WHEREAS, Amazon filed an application in 2020 for an Architectural and Site Permit to allow construction of the Data Center. City prepared a full Environmental Impact Report (“EIR”) pursuant to the California Environmental Quality Act; and WHEREAS, Once completely built out, the Data Center facility will require City potable water and recycled water. Water requirements and availability were extensively analyzed in the EIR. The bulk of the Data Center’s water use (e.g., industrial and process water use, landscaping and other allowed uses) will be provided by recycled water. As a condition of approval by the City of Amazon’s Data Center project, Amazon is obligated to either construct, or pay for the construction of, certain improvements to facilitate the production of recycled water at the SCRWA Facility and the delivery of recycled water to users thereof, including the Amazon Site. This will require certain improvements (the “Recycled Water Improvements”) to be built at the SCRWA Facility and at the Amazon Site, as well as distribution pipelines between the two sites; all hard and soft costs related thereto are to be paid for by Amazon; and WHEREAS, One of the Recycled Water Improvements is required by the Santa Clara Valley Water District’s South County Recycled Water Master Plan (the “Master Plan”) for recycled water, adopted in 2024. That particular Recycled Water Improvement, which is the subject of this MOU and the Amazon Agreement (as defined below), is a Three Million Gallon reservoir and associated improvements to the existing pump station and related ancillary improvements, including, but not limited to, new piping, valving, inlet/outlet structures, ventilation systems, SCADA, electrical systems, motors, pumps, and other supporting structures and features (collectively, the “Reservoir”) to be built, installed, and operated at the SCRWA Facility.
Construction and operation of the Reservoir is for the benefit of SCRWA to increase reliability of recycled water availability to recycled water users consistent with the Master Plan; and
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WHEREAS, SCRWA has particular technical expertise and experience, and facilityspecific knowledge of the existing infrastructure and operations of the SCRWA Facility. This specialized knowledge of the SCRWA Facility makes the SCRWA uniquely qualified to design and construct improvements on the SCRWA Facility; and
WHEREAS, Because the SCRWA Facility processes wastewater for the Cities of Morgan Hill and Gilroy, it is deemed critical infrastructure, whose on-going operations should not be disrupted or otherwise taken offline for any significant period of time. Due to the risk of disrupting treatment plant operations, SCRWA has historically managed the construction of all improvements within the SCRWA Facility, including the existing recycled water storage and distribution facilities, instrumentation, piping and pumps on the SCRWA Facility; and WHEREAS, The designing, permitting, approval, bidding and construction process for the construction, installation and implementation of the Reservoir will require a coordinated effort among SCRWA, the City and Amazon. Since the Reservoir will be constructed on the SCRWA Facility, and SCRWA oversees all construction at the SCRWA Facility, it has been determined that SCRWA will be in charge of designing and constructing the Reservoir, with all hard and soft costs incurred by SCRWA and City in connection therewith to be paid for by Amazon pursuant to a separate reimbursement agreement between the City and Amazon (“Amazon Agreement”).
NOW THEREFORE, in consideration of the foregoing recitals and the mutual conditions and covenants contained herein, the parties hereto agree as follows:
1. Purpose; Term of MOU; Scope of Costs Eligible for Payment or Reimbursement. (a) Purpose. City and SCRWA hereby agree and acknowledge that the purpose of this MOU is to memorialize the parties’ rights and obligations with respect to (and outline the design, permitting and approval processes for) the construction, installation and implementation of the Reservoir.
(b) Term of MOU. The term of this MOU shall commence on the Effective Date and expire on the date that is six (6) months following the date that City notifies Amazon pursuant to the Amazon Agreement that final acceptance of the construction of the Reservoir has occurred, as determined by SCRWA; provided, however, in the event that the Amazon Agreement is terminated pursuant to the terms and conditions set forth therein prior to final acceptance of the construction of the Reservoir occurring, this MOU shall terminate three (3) months following the date that the Reservoir is placed in the condition set forth in the following sentence and Amazon has deposited sufficient funds into the Reservoir Fund (as defined in Section 2 below) sufficient for all outstanding Reservoir Costs (as defined below) permitted to be incurred under this MOU. In furtherance of the foregoing, in the event that the Amazon Agreement is terminated pursuant to the terms and conditions set forth therein prior to final acceptance of the construction of the Reservoir occurring, SCRWA shall inform City of its election to place the Reservoir into (A) a state of “safe and stable” condition or (B) the condition existing prior to date of any construction under this MOU, and shall use commercially reasonable efforts to (i) minimize the amount of any Reservoir Costs it incurs, (ii)
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cease all services and procurement of equipment and materials, and (iii) determine the amount of all Reservoir Costs due to be reimbursed by Amazon. (c) Scope of Costs Eligible for Payment or Reimbursement. “Reservoir Costs” means any and all hard and soft costs incurred by SCRWA and City in connection with the Reservoir, including: (i) contractor, subcontractor, and supplier costs; (ii) costs incurred by staff for SCRWA and City , including the City Attorney for Gilroy and the Legal Counsel for SCRWA, and including all staff time to review plans and documents and manage the process; (iii) labor, materials, equipment, and rental costs; (iv) mobilization, site preparation, excavation and grading costs; (v) concrete, structural, mechanical, electrical and plumbing costs; (vi) testing, inspection, and commissioning; (vii) permits, fees, and governmental charges; (viii) surveying, geotechnical, environmental, engineering, permitting, bidding and design costs; (ix) construction management and project management costs; (x) legal, accounting, and insurance costs allocable to the Reservoir; (xi) bonds and bond premiums; (xii) consultant costs; (xiii) change orders, unforeseen conditions, scope gaps, escalation, and other costs necessary to complete the construction and installation of the Reservoir; (xiv) supervisory fees; and (xv) any other costs reasonably necessary to complete the Reservoir in accordance with the approved plans and specifications and bid.
2. Establishment of the Fund; Fund Administration. City shall establish a dedicated, interestbearing fund (the “Reservoir Fund”), which shall be used solely for payment or reimbursement of Reservoir Costs to City and SCRWA and for no other purpose. Funds in the Reservoir Fund shall be maintained separately and shall not be commingled with any other funds, and any interest accrued on such funds shall be for the benefit of Amazon.
City shall administer the Reservoir Fund and disburse funds for Reservoir Costs incurred by City and SCRWA pursuant to any Draw Requests (as defined in Section 6(b) below) made by either party.
3. Design Budget. SCRWA will prepare (or cause to be prepared) an estimated budget for the estimated Reservoir Costs expected to be incurred in connection with the design phase of the Reservoir, including the preparation of any plans and specifications, up to the point where bids have been received and SCRWA is ready to award a construction contract, plus an additional contingency equal to thirty percent (30%) of such estimated Reservoir Costs (“Design Budget”). City shall cause Amazon to deposit the amount of the Design Budget into the Reservoir Fund (the “Design Deposit”).
4. Bidding Process; Construction of Reservoir. SCRWA will (i) solicit, receive, evaluate and negotiate bids for the permitting and approval processes and the construction, installation and implementation of the Reservoir, and (ii) supervise the public bidding process, resulting in the selection of the contractor to receive the award of the contract to construct the Reservoir. Thereafter, SCRWA will oversee and manage the construction of the Reservoir.
5. Construction Budget. Based on the chosen bid, SCRWA will prepare or cause to be prepared an estimated budget of all Reservoir Costs expected be incurred in connection
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with the construction phase of the Reservoir, including permitting and approval processes and the construction, installation and implementation of the Reservoir, plus an additional contingency equal to thirty percent (30%) of such estimated Reservoir Costs (“Construction Budget”). The thirty percent (30%) contingency may be used for Reservoir Costs, including change orders, unforeseen conditions, scope gaps, escalation, and other Reservoir Costs necessary to complete the construction and installation of the Reservoir. City shall cause Amazon to deposit the amount of the Design Budget into the Reservoir Fund (the “Construction Deposit”).
6. Disbursement of Funds; Draw Requests; Additional Payments. (a) Disbursement of Funds. SCRWA and City shall submit Draw Requests (defined below) to City for Reservoir Costs incurred by SCRWA and City, respectively, and City shall disburse funds to (i) SCRWA for such Reservoir Costs and (ii) City for such Reservoir Costs.
(b) Draw Requests. SCRWA and City shall submit written requests to City for disbursement of funds from the Reservoir Fund (each, a “Draw Request”) on whatever basis each party wishes (e.g., weekly/biweekly/monthly). Each Draw Request shall include: (i) the amount requested; (ii) reasonable description of the Reservoir Costs; (iii) invoices and reasonable supporting documentation; and (iv) payment and remittance instructions.
(c) Additional Payments for Reservoir Costs. In the event, SCRWA reasonably anticipates that the Reservoir Costs to design or construct the Reservoir are increasing beyond the originally estimated Design Budget or Construction Budget, SCRWA shall notify City of such anticipated increase in Reservoir Costs before incurring such Reservoir Costs. Pursuant to the Amazon Agreement, City will provide Amazon with written request for such increase in Reservoir Costs, and Amazon will remit payment to City for deposit into the Reservoir Fund, which shall also include the contingency equal to thirty percent (30%) of such Design or Construction Budget.
7. Mutual Indemnification. SCRWA shall indemnify, defend, and hold harmless City and its officers, directors, employees, agents, successors, and assigns from and against all third party claims, demands, injuries (including personal injury, death, and property damage) and legal proceedings and all damages, losses, costs, and expenses (including reasonable attorneys’ fees) to the extent caused by: (a) the negligence or willful conduct of SCRWA, or any of its officers, directors, affiliates, employees, agents, representatives, or contractors in connection with performance of its/their obligations under this MOU or the Amazon Agreement; (b) any violation of applicable law arising from the activities of SCRWA or any of its officers, directors, affiliates, employees, agents, representatives, or contractors in connection with the performance of its/their obligations under this MOU or the Amazon Agreement; (c) the failure by SCRWA to perform any of its obligations under this MOU or the Amazon Agreement; and/or (d) SCRWA’s infringement, misappropriation, or other violation of any third party’s intellectual property rights.
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City shall indemnify, defend, and hold harmless SCRWA and its officers, directors, employees, agents, successors, and assigns from and against all third party claims, demands, injuries (including personal injury, death, and property damage) and legal proceedings and all damages, losses, costs, and expenses (including reasonable attorneys’ fees) to the extent caused by: (i) the negligence or willful conduct of City, or any of its officers, directors, affiliates, employees, agents, representatives, or contractors in connection with performance of its/their obligations under this MOU or the Amazon Agreement; (ii) any violation of applicable law arising from the activities of City or any of its officers, directors, affiliates, employees, agents, representatives, or contractors in connection with the performance of its/their obligations under this MOU or the Amazon Agreement; (iii) the failure by City to perform any of its obligations under this MOU or the Amazon Agreement; and/or (iv) City’s infringement, misappropriation, or other violation of any third party’s intellectual property rights.
8. Insurance. SCRWA hereby agrees and acknowledges to cause its professional service provider(s) and contractor(s) to maintain the insurance required under the Amazon Agreement during the Term of this MOU.
9. Entire Agreement. This MOU supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the subject matter of this MOU and contains all the covenants and agreements between the parties with respect to such topics.
Each party to this MOU acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. No other agreements or conversation with any officer, agent or employee of City prior to execution of this MOU shall affect or modify any of the terms or obligations contained in any documents comprising this MOU.
10. Amendment & Modification. No amendment, modification, alteration or change to the terms of this MOU will be effective unless and until made in a writing signed by both parties hereto.
11. No Third-Party Beneficiaries. This MOU shall not be construed or deemed to be an agreement for the benefit of any third party or parties (including Amazon), and no third party or parties (including Amazon) will have any claim or right of action hereunder for any cause whatsoever.
12. Severability. If any provision of this MOU, including any exhibit hereto, is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the court is authorized and instructed to modify this MOU so that the transactions and agreements contemplated herein are consummated as originally intended to the fullest extent possible.
13. Counterparts; Electronic Signatures. This MOU may be executed in counterparts, each of which shall be deemed an original. This MOU and any other documents to be delivered in connection herewith may be electronically signed. Any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by DocuSign or any other digital signature provider) appearing on this MOU or such other documents shall
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have the same force and effect as handwritten signatures for the purposes of validity, enforceability and admissibility.
14. Notices. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered by U.S. Mail, registered or certified, return receipt requested, postage prepaid, or by overnight delivery service showing receipt of delivery, or by personal delivery, or by facsimile (fax) or email. Notices or demands shall be addressed as follows:
City: City of Gilroy
Attn: City Administrator
7351 Rosanna Street
Gilroy, CA 95020
Fax: 408-846-0500
Email: [email protected],
[email protected]
With a copy to: City of Gilroy
Attn: Director, Utilities Department
7351 Rosanna Street
Gilroy, CA 95020
Fax: 408-846-0500
Email: [email protected],
[email protected]
SCRWA: SCRWA
Attn: SCRWA Manager
1500 Southside Drive
Gilroy, CA 95020-7042
Fax: 408-842-0873
Email:
or to such other address as either party may from time to time specify in writing to the other party in accordance with this Section 14.
Notices shall be deemed to have been given upon the earlier of actual receipt; or the next business day after delivery to an overnight delivery service; or three (3) days after the deposit in the U.S. mail; or the same day notice is faxed or emailed (if faxed or emailed before 5:00 p.m.
PST), and on the next business day (if faxed or emailed after 5:00 p.m. PST). [Signatures Appear on Following Page]
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IN WITNESS WHEREOF, the parties hereto have set their signatures below as of the date below each party’s respective signatures.
Executed at Gilroy, California, on the date and year written below.
SCRWA: CITY or GILROY:
SOUTH COUNTY REGIONAL
WASTEWATER AUTHORITY,
a Joint Exercise of Powers Authority
CITY OF GILROY,
a California municipal corporation
By: By:
Name: Name:
Title: Title:
Date: Date:
Approved as to Form ATTEST:
City Attorney City Clerk
RESOLUTION NO. 2026-XX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GILROY TO ENTER
INTO A REIMBURSEMENT AGREEMENT WITH AMAZON DATA SERVICES
FOR RECYCLED WATER IMPROVEMENTS
WHEREAS, In 2020, Amazon Data Services, Inc. (“Amazon”) filed an application with the City of Gilroy (City) for the construction of a data center project (“Project”); and, WHEREAS, the Project underwent review under the California Environmental Quality Act (CEQA), including preparation of an Environmental Impact Report; and, WHEREAS, one of the conditions of approval by the City for the Project is that Amazon construct, or pay for the construction of, certain recycled water facilities and improvements necessary for the use of recycled water by the Project, which is to be fully funded and paid for by Amazon; and,
WHEREAS, Amazon is required to have all necessary recycled water infrastructure improvements built no later than two years from the issuance of the last Certificate of Occupancy of Phase 1 of the Project or the first Certificate of Occupancy of Phase 2 of the Project, whichever comes first; and,
WHEREAS, part of the recycled water infrastructure improvements are to be built and installed at the South County Regional Wastewater Authority (“SCRWA”) facility, including construction of a new three-million-gallon storage reservoir, recycled water pump station, piping and appurtenances necessary to support the use of recycled water for the Project (the “Improvements”); and,
WHEREAS, the SCRWA facility is a critical wastewater facility requiring twenty-four-hour operations with limited interruptions; and,
WHEREAS, any and all construction activities at the SCRWA plant must be overseen and managed by SCRWA Reimbursement due to the critical nature of the facility; and, WHEREAS, SCRWA shall cause to be designed and constructed the necessary Improvements at the SCRWA facility, and Amazon shall fully fund all soft and hard costs associated with the project; and,
WHEREAS, the City and Amazon desire to enter into a reimbursement agreement for the funding of the design and construction of the Improvements at the SCRWA facility.
NOW, THEREFORE, BE IT RESOLVED that the City Council does hereby:
1. Adopt Resolution No. XX to approve the Reimbursement Agreement between the City and Amazon in the general form attached hereto as Exhibit A; and,
Resolution No. 2026-XX
Short Title
City Council Regular Meeting | Date
2. Authorize the City Administrator to take all actions to execute the agreement as necessary or appropriate to give effect to this resolution.
PASSED AND ADOPTED this 17 day of August 2026 by the following roll call vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
APPROVED:
______________________________
Greg Bozzo, Mayor
ATTEST:
Kim Mancera, City Clerk
CERTIFICATE OF THE CLERK
I, KIM MANCERA, Interim City Clerk of the City of Gilroy, do hereby certify that the attached Resolution No. 2026-XX is an original resolution, or true and correct copy of a City Resolution, duly adopted by the Council of the City of Gilroy at a Regular Meeting of said held on Council held Monday, August 17, 2026, with a quorum present.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Official Seal of the City of Gilroy this Tuesday, XXXXX
____________________________________
Kim Mancera
City Clerk of the City of Gilroy
Resolution No. 2026-XX
Short Title
City Council Regular Meeting | Date
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REIMBURSEMENT AGREEMENT FOR CONSTRUCTION OF A RECYCLED WATER RESERVOIR This REIMBURSEMENT AGREEMENT FOR CONSTRUCTION OF A RECYCLED WATER RESERVOIR (“Agreement”) is made and entered into effective this _______day of _____________, 2026 (“Effective Date”) by and between Amazon Data Services, Inc., a Delaware corporation (along with any related Amazon entities, “Amazon”) and the City of Gilroy, a California municipal corporation (“City” or “Gilroy”) as follows:
WHEREAS, Amazon currently has a project underway to construct a data center (the “Data Center”) in the City of Gilroy, located on a 56-acre undeveloped parcel (the “Amazon Site”) located at the southeast end of Arroyo Circle, identified as Assessor’s Parcel Number 841-69-044. As approved, the Data Center was conditioned by City to use recycled water. The recycled water that will be used at the Data Center is produced at the wastewater treatment plant owned and operated by the South County Regional Wastewater Authority, a Joint Exercise of Powers Authority (“SCRWA”), which produces recycled water from the wastewater treated at the SCRWA Wastewater Treatment Plant (the “SCRWA Facility”) for distribution by the Santa Clara Valley Water District to end-users; and WHEREAS, Amazon filed an application in 2020 for an Architectural and Site Permit to allow construction of the Data Center. City prepared a full Environmental Impact Report (“EIR”) pursuant to the California Environmental Quality Act (“CEQA”). On August 12, 2024, the draft EIR was released for public comment and was circulated for a 45-day public review period. On July 3, 2025, the City adopted CEQA Findings with a Statement of Overriding Consideration certifying the EIR and approved the Architectural and Site Review Permit for the project; and
WHEREAS, Once completely built out, the Data Center facility will require City potable water and recycled water. Water requirements and availability were extensively analyzed in the EIR. The bulk of the Data Center’s water use (e.g., industrial and process water use, landscaping and other allowed uses) will be provided by recycled water. As a condition of approval of its Data Center project, Amazon is obligated to either construct, or pay for the construction of, certain improvements to facilitate the production of recycled water at the SCRWA Facility and the delivery of recycled water to users thereof, including the Amazon Site. This will require certain improvements (the “Recycled Water Improvements”) to be built at the SCRWA Facility and at the Amazon Site, as well as distribution pipelines between the two sites, all hard and soft costs related thereto are to be paid for by Amazon; and WHEREAS, One of the Recycled Water Improvements is required in the Santa Clara Valley Water District’s South County Recycled Water Master Plan (the “Master Plan”), adopted in 2024, was the installation of a reservoir and associated facilities at the SCRWA Facility for recycled water. That particular Recycled Water Improvement, which is the subject of this Agreement and the MOU (as defined below), is a new Three Million Gallon reservoir and associated improvements to the existing pump station and related ancillary improvements, including, but not limited to, new piping, valving, inlet/outlet structures, ventilation systems, SCADA, electrical systems, motors, pumps, and other supporting structures and features (collectively, the “Reservoir”) to be built, installed, and operated at the SCRWA Facility.
Construction and operation of the Reservoir is for the benefit of SCRWA to increase reliability of recycled water availability to recycled water users consistent with the Master Plan; and WHEREAS, As approved by City, the Data Center project will be constructed in two phases and will use both domestic and recycled water, as specified in the conditions of approval (“Conditions of Approval”) for the approved Architectural and Site Permit. As specified in the Conditions of Approval, Phase 1 will initially be allowed to use City water for domestic and industrial uses on a temporary basis.
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Amazon must complete the Recycled Water Improvements no later than two years from the issuance of the last Certificate of Occupancy for Phase 1 or the first Certificate of Occupancy for Phase 2, whichever occurs first. Once the Recycled Water Improvements are in place and operational, the Data Center must then convert to recycled water for all of its industrial water needs for both phases; and WHEREAS, Because the SCRWA Facility processes wastewater for the Cities of Morgan Hill and Gilroy, it is deemed critical infrastructure, whose on-going operations should not be disrupted or otherwise taken offline for any significant period of time. Due to the risk of disrupting treatment plant operations, SCRWA has historically managed the construction of all improvements within the SCRWA Facility, including the existing recycled water storage and distribution facilities, instrumentation, piping and pumps on the SCRWA Facility; and
WHEREAS, The designing, permitting, approval, bidding and construction process for the construction, installation and implementation of the Reservoir will require a coordinated effort among SCRWA, the City, and Amazon. SCRWA has the particular technical expertise and experience to design and construct the Reservoir on the SCRWA Facility. This specialized knowledge of the SCRWA Facility makes the SCRWA uniquely qualified to design and construct improvements on the SCRWA Facility. Since the Reservoir will be constructed on the SCRWA Facility, and SCRWA oversees all construction at the SCRWA Facility, it has been determined that SCRWA will be in charge of designing and constructing the Reservoir, with all hard and soft costs incurred by SCRWA and City in connection therewith to be paid for by Amazon pursuant to this Agreement, as administered by City as the Data Center permitting authority; and
WHEREAS, City and SCRWA will enter into a memorandum of understanding (“MOU”) concurrently herewith to address the design and construction process and the reimbursement of all hard and soft costs incurred by City and SCRWA in connection with designing and constructing the Reservoir.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual conditions and covenants contained herein, the parties hereto agree as follows:
1. Purpose; Term of Agreement; Scope of Costs Eligible for Payment or Reimbursement. (a) Purpose. City and Amazon hereby agree and acknowledge that the purpose of this Agreement is to memorialize the parties’rights and obligations with respect to the design, permitting and approval processes for the design, construction, installation and implementation of the Reservoir.
(b) Term of Agreement. The term of this Agreement shall commence on the Effective Date and remain in effect until the earliest of the following (the "Term"): (i) the date that is six (6) months following the date that City notifies Amazon that final acceptance of the construction of the Reservoir has occurred, as determined by SCRWA pursuant to the MOU; or (ii) the Negotiation Termination Date (as defined in Section 1(d)). (c) Scope of Costs Eligible for Payment or Reimbursement. “Reservoir Costs” means any and all hard and soft costs incurred by SCRWA and City in connection with the Reservoir, including: (i) contractor, subcontractor, and supplier costs; (ii) costs incurred by staff for SCRWA and City, including the City Attorney for Gilroy and the Legal Counsel for SCRWA, and including all staff time to review plans and documents and manage the process; (iii) labor, materials, Equipment, and rental costs; (iv) mobilization, site preparation,
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excavation and grading costs; (v) concrete, structural, mechanical, electrical and plumbing costs; (vi) testing, inspection, and commissioning; (vii) permits, fees, and governmental charges; (viii) surveying, geotechnical, environmental, engineering, permitting, bidding and design costs; (ix) construction management and project management costs; (x) legal, accounting, and insurance costs allocable to the Reservoir; (xi) bonds and bond premiums; (xii) consultant costs; (xiii) change orders, unforeseen conditions, scope gaps, escalation, and other costs necessary to complete the construction and installation of the Reservoir; (xiv) supervisory fees; and (xv) any other costs reasonably necessary to complete the Reservoir in accordance with the approved plans and specifications and bid.
Notwithstanding the foregoing, Amazon's aggregate reimbursement obligation for all Reservoir Costs shall not exceed the sum of the Design Budget and the Construction Budget (each as finally determined pursuant to Sections 3(a) and 5(a), respectively, including the thirty percent (30%) contingency) (the "Reservoir Cost Cap"). Any increase to the Reservoir Cost Cap shall require Amazon's prior written consent. (d) Termination. In the event Amazon does not proceed with the data center, Amazon may terminate this Agreement at any time by providing at least ninety (90) days prior written notice to City (the "Termination Notice"). Such termination shall become effective as of the date specified in the Termination Notice (the "Negotiation Termination Date"), which shall be at least ninety (90) days following the date of such Termination Notice. If Amazon terminates this Agreement pursuant to this Section 1(d), then Amazon's sole liability and City's exclusive remedy shall be payment from the Reservoir Fund in the amount of (i) any outstanding amounts invoiced by City pursuant to Section 6(a) as of the Negotiation Termination Date; plus (ii) any further Reservoir Costs under this Agreement that City or SCRWA actually incurred prior to the Negotiation Termination Date, or which City or SCRWA could not have avoided after receiving the Termination Notice, in each case evidenced by reasonable documentation; plus (iii) any further Reservoir Costs under this Agreement that City or SCRWA reasonably anticipates will be incurred to place the Reservoir into (A) a state of “safe and stable” condition or (B) the condition existing prior to date of any construction under this Agreement, in either case in City’s sole and absolute discretion. Immediately following the Negotiation Termination Date, City will use commercially reasonable efforts (and shall instruct SCRWA to use commercially reasonable efforts) to minimize the amount of any Reservoir Costs it incurs, cease all Services and procurement of Equipment, and determine the amount of all Reservoir Costs due to be reimbursed by Amazon, if any. In the event Amazon has received the first Certificate of Occupancy for the Data Center, this Section 1(d) shall be null and void and have no further force or effect. Amazon’sreimbursement and payment obligations under this Section 1(d) shall survive the expiration or sooner termination of this Agreement.
2. Establishment of the Fund; Fund Administration. City shall establish a dedicated, interest-bearing fund (the “Reservoir Fund”), which shall be used solely for payment or reimbursement of Reservoir Costs to City and SCRWA and for no other purpose. Funds in the Reservoir Fund shall be maintained separately and shall not be commingled with any other funds, and any interest accrued on such funds shall be for the benefit of Amazon. City shall administer the Reservoir Fund and disburse funds for Reservoir Costs incurred by City and SCRWA. Any amounts that remain in the Reservoir Fund following the expiration or sooner termination of the term of this Agreement, shall be refunded to Amazon within fifteen (15) business days thereafter.
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3. Design Budget Funding.
(a) Design Budget. Pursuant to the MOU, following the Effective Date, SCRWA will prepare (or caused the preparation of) an estimated budget for the estimated Reservoir Costs expected to be incurred in connection with the design phase of the Reservoir, including the preparation of any plans and specifications, up to the point where bids have been received and SCRWA is ready to award a construction contract, plus an additional contingency equal to thirty percent (30%) of such estimated Reservoir Costs (“Design Budget”).
(b) Design Budget Deposit. Within ten (10) days after Amazon receives notice from City that the Design Budget has been determined, Amazon shall remit payment to City in the amount of the total Design Budget (the “Design Deposit”), and City shall deposit such Design Deposit into the Reservoir Fund.
4. Bidding Process; Construction of Reservoir. Pursuant to the MOU, SCRWA will (i) solicit, receive, evaluate and negotiate bids for the permitting and approval processes and the construction, installation and implementation of the Reservoir, and (ii) supervise the public bidding process, resulting in the selection of the contractor which will receive the award of the contract to construct the Reservoir. Thereafter, pursuant to the MOU, SCRWA will oversee and manage the construction of the Reservoir.
5. Construction Budget Funding.
(a) Construction Budget. Pursuant to the MOU, based on the chosen bid, SCRWA will prepare or cause to be prepared an estimated budget of all Reservoir Costs expected be incurred in connection with the construction phase of the Reservoir, including permitting and approval processes and the construction, installation and implementation of the Reservoir, plus an additional contingency equal to thirty percent (30%) of such estimated Reservoir Costs (“Construction Budget”). The thirty percent (30%) contingency may be used for Reservoir Costs, including change orders, unforeseen conditions, scope gaps, escalation, and other Reservoir Costs necessary to complete the construction and installation of the Reservoir.
(b) Construction Budget Amount. Within ten (10) days after Amazon receives notice from City that the Construction Budget has been determined, Amazon shall remit payment to City in an amount sufficient to fund the Construction Budget (the “Construction Deposit”) such that City shall deposit such Construction Deposit into the Reservoir Fund.
6. Disbursement of Funds; Additional Payments.
(a) Disbursement of Funds. Pursuant to the MOU, SCRWA and City will submit requests to City for Reservoir Costs incurred by SCRWA and City, respectively, and City shall disburse funds to (i) SCRWA for such Reservoir Costs and (ii) City for such Reservoir Costs. In no event shall funds in the Reservoir Fund be used for any purpose other than the payment or reimbursement of Reservoir Costs as expressly provided in this Agreement. Amazon shall have the right, upon reasonable prior written notice to City, to audit or inspect the books, records, and accounts of City relating to Reservoir Costs and disbursements from the Reservoir Fund.
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(b) Additional Payments for Reservoir Costs. Upon written notice from City, Amazon shall remit payment to City for deposit into the Reservoir Fund within ten (10) days after Amazon’s receipt of such request to bring the balance in the Reservoir Fund to an amount City reasonably anticipates will be necessary and sufficient to allow the parties to complete the portions of the work covered by the Design Budget or the Construction Budget, as the case may be, which shall also include the contingency equal to thirty percent (30%) of such Design Budget or Construction Budget; provided, however, that in no event shall the aggregate of all amounts deposited into the Reservoir Fund (including the Design Deposit, the Construction Deposit, and any additional payments under this Section 6(b)) exceed the Reservoir Cost Cap without Amazon's prior written consent.
7. Supply Chain Standards. City shall, and shall cause SCRWA and their respective contractors and subcontractors to, comply with the Supply Chain Standards to the extent applicable to their activities in connection with the Reservoir. If any updates made to the Supply Chain Standards after the Effective Date are unacceptable to City, City may provide notice to Amazon of the same, including a full explanation. Following Amazon's receipt of such notice, the Parties will work together in good faith for a reasonable period to agree to any exceptions from the updates to the Supply Chain Standards.
8. Insurance. During the Term, pursuant to the MOU, SCRWA will cause its professional service provider(s) and contractor(s) to maintain insurance coverage as needed to secure its obligations and potential liabilities under the MOU. Such insurance shall include at least the coverages set forth in Exhibit C to this Agreement, the limits of which may be satisfied by combining primary liability and umbrella excess liability coverage. The insurance policies required under this Agreement must: (a) be issued by companies with a rating of A-/VII or better in the current Best's Insurance Reports published by A.M. Best Company, Inc.; (b) not be cancelled or have coverage reduced without at least thirty (30) days' prior written notice to Amazon; (c) for Commercial General Liability only, name Amazon, and its Affiliates to which this Agreement is assigned in accordance with Section 12 below, as additional insureds; (d) provide coverage on an occurrence basis; (e) waive any insurer right of subrogation against Amazon and its Affiliates and their respective officers, directors, employees, agents, and contractors; and (f) provide primary coverage, without any right of contribution from any other insurance that Amazon may have. City shall deliver to Amazon certificates of insurance for the required insurance coverages within fifteen (15) business days following the effective date of the applicable contract with the professional service provider or contractor, and at each subsequent policy renewal upon Amazon's request.
9. Indemnification by City. City shall indemnify, defend, and hold harmless Amazon and its Affiliates and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Amazon Indemnified Parties") from and against all third party claims, third party demands, injuries to third parties (including personal injury, death, and property damage) and legal proceedings brought by third parties and all damages, losses, costs, and expenses (including reasonable attorneys' fees) in connection with such claims, demand, injuries and legal proceedings to the extent arising out of or resulting from: (a) the fraud, negligence or willful conduct of City, SCRWA, or any of their respective officers, directors, Affiliates, employees, agents, representatives, or contractors in connection with performance of their obligations under this Agreement or the MOU; (b) any violation of applicable law arising from the activities of City or any of their respective officers, directors, Affiliates, employees, agents, representatives, or
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contractors in connection with the performance of their obligations under this Agreement or the MOU; (c) the failure by City to perform any of their respective obligations under this Agreement or the MOU; or (d) City's or SCRWA's infringement, misappropriation, or other violation of any third party's intellectual property rights.
10. Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS,
LOST REVENUE, LOST PRODUCTION, LOST BUSINESS, LOST GOODWILL, OR LOST OPPORTUNITY) ARISING OUT OF OR RELATING TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, THIS
PROVISION SHALL NOT APPLY TO LIABILITY ARISING FROM CITY'S INDEMNITY OBLIGATIONS UNDER SECTION 9 OF THIS AGREEMENT TO THE EXTENT SUCH LIABILITY ARISES FROM DAMAGE TO THIRD PARTIES.
11. Events of Default/Remedies. A Party’s failure to perform any material obligation or covenant under this Agreement, which failure continues for 30 days after written notice from the other Party (“Non-Defaulting Party”), will constitute an “Event of Default” of such Party (the “Defaulting Party”). Upon the occurrence of an Event of Default and notice to the Defaulting Party, the Non-Defaulting Party may suspend performance of its obligations under this Agreement, including for Amazon, any obligation to pay Reservoir Costs; assert against the Defaulting Party a claim of direct Damages incurred by the Non-Defaulting Party in connection with such Event of Default; and/or terminate this Agreement.
12. Assignment. No party may assign this Agreement without the other party’s prior written consent, which will not be unreasonably withheld. Amazon may assign this Agreement to an Affiliate without City’s consent.
13. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in State and Federal courts located in California in accordance with applicable Law.
14. Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any dispute arising out of or relating to this Agreement.
15. Entire Agreement. This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement and contains all the covenants and agreements between the parties with respect to such topics. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. No other agreements or conversation with any officer, agent or employee of City prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement.
16. Exhibits. The following Exhibits are attached hereto and incorporated by reference: Exhibit A (Services), Exhibit B (Equipment), Exhibit C (Insurance Coverages).
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17. Amendment & Modification. No amendment, modification, alteration or change to the terms of this Agreement will be effective unless and until made in a writing signed by both parties hereto.
Oral modifications to this Agreement shall be void and of no force or effect, including any oral modifications to the Design Budget and Construction Budget.
18. Binding on Successors and Assigns. Subject to Section 12 above, the covenants, terms, conditions and provisions of this Agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, and assigns of both parties hereto.
19. Interpretation. The captions and headings of the various articles, sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. This Agreement contains the contributions of both parties, each of which has had the opportunity to consult competent counsel, and it is expressly agreed and understood that the rule stated in Civil Code Section 1654, that ambiguities in a contract should be construed against the drafter, shall have no application to the construction of this Agreement.
20. Attorneys’ Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.
21. No Third-Party Beneficiaries. Except for SCRWA, which is an intended third-party beneficiary of this Agreement, this Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties will have any claim or right of action hereunder for any cause whatsoever.
22. Relationship of Parties. The parties are independent contractors, and nothing in this Agreement creates an employer-employee relationship, a partnership, joint venture, or other relationship between the parties. Neither party has authority to assume or create obligations of any kind on the other party's behalf.
23. Severability. If any provision of this Agreement, including any exhibit hereto, is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the court is authorized and instructed to modify this Agreement so that the transactions and agreements contemplated herein are consummated as originally intended to the fullest extent possible.
24. Waiver. Waiver by either Party of any breach, violation of, or failure to perform any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, or any delay in enforcement of the same, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law.
25. Time of the Essence. All dates and times referred to in this Agreement are of the essence.
26. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. This Agreement and any other documents to be delivered in connection herewith may be electronically signed. Any digital or electronic signatures (including
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pdf, facsimile or electronically imaged signatures provided by DocuSign or any other digital signature provider) appearing on this Agreement or such other documents shall have the same force and effect as handwritten signatures for the purposes of validity, enforceability and admissibility.
27. Notices. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered by U.S. Mail, registered or certified, return receipt requested, postage prepaid, or by overnight delivery service showing receipt of delivery, or by personal delivery, or by facsimile (fax) or email. Notices or demands shall be addressed as follows:
City: City of Gilroy
Attn: City Administrator
7351 Rosanna Street
Gilroy, CA 95020
Fax: 408-846-0500
Email: [email protected],
[email protected]
With a copy to: City of Gilroy
Attn: Director, Utilities Department
7351 Rosanna Street
Gilroy, CA 95020
Fax: 408-846-0500
Email: [email protected],
[email protected]
Amazon: Amazon Data Services, Inc.
410 Terry Avenue North Seattle, WA 98109
Attn: General Counsel (AWS)
Email: [email protected],
[email protected]
or to such other address as either party may from time to time specify in writing to the other party in accordance with this Section 27.
Notices shall be deemed to have been given upon the earlier of actual receipt; or the next business day after delivery to an overnight delivery service; or three (3) days after the deposit in the U.S. mail; or the same day notice is faxed or emailed (if faxed or emailed before 5:00 p.m. PST), and on the next business day (if faxed or emailed after 5:00 p.m. PST).
28. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
(a) "Affiliate" means, with respect to any person, each person that directly or indirectly controls, is controlled by, or is under common control with such designated person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any person, means (i) the direct or indirect right to cast at least 50% of the votes exercisable at an annual general meeting (or its equivalent) of such person or, if there are no such
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rights, ownership of at least 50% of the equity or other ownership interest in such person, or (ii) the right to direct the policies or operations of such person. For purposes of this Agreement, the term "person" means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.
(b) "Amazon Indemnified Parties" means Amazon and its Affiliates and their respective directors, employees, agents, representatives, successors, and assigns. (c) "Damages" means any liability, damage, judgment, fine, penalty, settlement, expense, and cost.
(d) "Equipment" means all supplies, goods, materials, components, parts, structures, assemblies, and distribution equipment including any of the foregoing set forth in Exhibit B. (e) "Governmental Authority" means any national, state, provincial, local, tribal or municipal government, any political subdivision thereof or any other governmental, regulatory, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, department, bureau, or entity with authority to bind a party at law.
(f) "Law" means all laws, statutes, rules, regulations, ordinances, codes, judgments, orders, approvals, tariffs, decrees, and other pronouncements having the effect of law of any Governmental Authority.
(g) "Services" means the services set forth in Exhibit A. (h) "Supply Chain Standards" means the supply chain standards available at:
https://sustainability.aboutAmazon.com/people/supply-chain, as amended or superseded from time to time.
[Signatures Appear on Following Page]
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IN WITNESS WHEREOF, the parties hereto have set their signatures below as of the date below each party’s respective signatures.
Executed at Gilroy, California, on the date and year written below.
AMAZON: CITY or GILROY:
AMAZON DATA SERVICES, INC.,
a Delaware corporation
CITY OF GILROY,
a California municipal corporation
By: By:
Name: Name:
Title: Title:
Date: Date:
Social Security or Taxpayer
Identification Number
Approved as to Form ATTEST:
City Attorney City Clerk
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EXHIBIT A
SERVICES
Service Completion Date Price
3 MG Reservoir Design
12 months from the effective date
of the SCRWA contract with the
applicable design consultant not
including the public bidding
process.
$900,000
Total: $900,000
Amazon Reimbursement Cap: $900,000
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EXHIBIT B
EQUIPMENT
Equipment
Item Delivery Date Price
Total: $[_]
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EXHIBIT C
INSURANCE COVERAGES
Professional Services Provider Coverage and Limits
Coverage Type Minimum Coverage Limits.
Commercial General Liability (including
products/completed operations, advertising, and
personal injury liability)
$2,000,000 per occurrence
$4,000,000 general aggregate
Business Automobile Liability (including coverage for
all owned, non-owned and hired autos, and no fault
coverage where applicable)
$1,000,000 per occurrence (injury and
property damage combined)
Workers’ Compensation (including coverage for all
employer liabilities under workers’ compensation and
similar Laws that may accrue for any Vendor
employee, in all jurisdictions where Vendor has
employees)
Statutory Requirements in all jurisdictions
where Vendor has employees
Employer’s Liability $1,000,000
Professional Liability or Errors and Omissions (required if Vendor is providing design or other professional
services)
$1,000,000 per claim
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EXHIBIT C
INSURANCE COVERAGES (Continued)
Contractor Coverage and Limits
Coverage Type Minimum Coverage Limits.
Commercial General Liability (including
products/completed operations, advertising, and
personal injury liability)
$5,000,000 per occurrence
$5,000,000 general aggregate
Business Automobile Liability (including coverage for
all owned, non-owned and hired autos, and no fault
coverage where applicable)
$1,000,000 per occurrence (injury and
property damage combined)
Workers’ Compensation (including coverage for all
employer liabilities under workers’ compensation and
similar Laws that may accrue for any Vendor
employee, in all jurisdictions where Vendor has
employees)
Statutory Requirements in all jurisdictions
where Vendor has employees
Employer’s Liability $1,000,000
Professional Liability or Errors and Omissions (required if Vendor is providing design or other professional
services)
$1,000,000 per claim