NVF:KWF:AHT
3/10/2022
T-39284/1912987
SECOND AMENDMENT TO THE COST-SHARING AGREEMENT BETWEEN
CITY OF SAN JOSE
AND
WEST VALLEY SANITATION DISTRICT OF SANTA CLARA COUNTY
FOR CONSTRUCTION, OPERATION AND MAINTENANCE OF JOINT USE
SANITARY SEWERS
This Second Amendment (“Second Amendment”) to the Cost-Sharing Agreement Between City of San José (“City”) and West Valley Sanitation District of Santa Clara County (“District”) for Construction, Operation and Maintenance of Joint Use Sanitary Sewers is made and entered into this ________ day of ____________, 2022 by and between the City, a municipal corporation and District (formerly County Sanitation District No. 4), a sanitation district organized and existing pursuant to the provision of the Health and Safety Code of the State of California, Division 5, Part 3, Chapter 3 (“Party” individually or “Parties” collectively).
RECITALS
WHEREAS, on June 25, 2002, City and District entered into an agreement entitled “Cost- Sharing Agreement between City of San Jose and West Valley Sanitation District of Santa Clara County for Construction, Operation and Maintenance of Joint Use Sanitary Sewers” (“Agreement”); and
WHEREAS, the term of the Agreement was retroactive to July 2, 2000 through June 30, 2020; and
WHEREAS, on June 30, 2020, the Parties executed a First Amendment to the Agreement which extended the term of the Agreement by two (2) years through June 30, 2022 (“First Amendment”); and
WHEREAS, the Parties now wish to further extend the term of the Agreement by an additional three (3) years through June 30, 2025 in order to provide sufficient time to negotiate the remaining terms of a new Cost-Sharing Agreement;
NOW THEREFORE, in consideration of the promises made and recited herein and for good and valuable consideration, the rece ipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree to enter into this Second Amendment, which modi fies and amends the First Amendment as follows:
1. Recitals. The foregoing recitals are true and correct and hereby incorporated herein.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
NVF:KWF:AHT
3/10/2022
T-39284/1912987
2. Defined Terms. All capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.
3. Section VI.A. entitled “Term of the Agreement” is deleted in its entirety and replaced with the following:
VI. TERM OF THE AGREEMENT
A. TERM OF AGREEMENT. This AGREEMENT shall be in full force and effect for a period from July 1, 2000 through June 30, 2025, inclusive, unless terminated earlier by mutual agreement or by operation of law or due to a material breach by either party.
4. Effect of Second Amendment. Except as expressly modified by the Second Amendment, all terms and conditions in the Agreement dated June 25, 2002 and First Amendment dated June 30, 2020 shall remain in full force and effect and the Parties hereby ratify and affirm all their respective rights and obligations under the Agreement and the First Amendment, including but not limited to the indemnification obligations.
In the event of any conflict between the Second Amendment, First Amendment and/or Agreement, the provisions of this Second Amendment shall govern.
5. Counterparts. Execution of this Second Amendment may be accomplished by execution of separate counterparts by each signatory. The separate executed counterparts, taken together, shall constitute a single agreement.
WITNESS THE EXECUTION HEREOF, the parties hereto have executed this Second Amendment on the day and year first hereinabove written.
City of San José West Valley Sanitation District
A municipal corporation of Santa Clara County
A Sanitation District
By_______________________________ By___________________________ ____ Toni Taber Yan Zhao
City Clerk Chairperson , Board of Directors
APPROVED AS TO FORM:
_________________________________ _________________________________ Kevin Fisher Laura McKinney
Assistant City Attorney District Counsel
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.