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AMENDMENT TO MAINTENANCE SERVICES AGREEMENT BETWEEN
THE TOWN OF LOS ALTOS HILLS
AND WEST BAY SANITARY DISTRICT FOR OPERATION AND MAINTENANCE
OF LOS ALTOS HILLS SANITARY SEWER SYSTEM
This amendment ("Amendment") by and between the Town of Los Altos Hills ("TOWN") and
West Bay Sanitary District ("West Bay") is dated for references purposes as of August 1
2015,with reference to the following facts:
RECITALS
WHEREAS, on August 1, 2014, TOWN and West Bay entered into an agreement entitled
"Maintenance Services Agreement Between the Town of Los Altos Hills and West Bay Sanitary
District for Opertaion and Maintenance of Los Altos Hills Sanitary Sewer System", ("Agreement");
and
WHEREAS, both parties desire to amend the Agreement in order to modify the scope of
work and to extend the term of the Agreement.
NOW THEREFORE, In consideration of the covenants, conditions and promises
hereinafter contained, to be kept and performed by the parties hereto,TOWN and West Bay hereby
agree that the following section of the aforesaid agreement dated August 1,2014,is amended to read
as follows:
1. Revision to Section 1 (with additions in italics and deletions in strikethrengh)
1.1. Term of Services, The term of this Agreement shall begin on the Effective Date and
shall end on J0130-34--2015 July 31, 2018 the date of completion specified in Exhibit A. and
Contractor shall complete the work descrbied in Exhibit A prior to that date,unless the term of the
Agreement is otherwise terminated or extended,as provided for in Section 8. The time provided to
Contractor to complete the services required by this Agreement shall not affect the Town's right to
terminate the Agreement,as provided or in Section 8.
2. Revision to the first paragraph of Section 2
Section 2. COMPENSATION. Town hereby agrees to pay Contractor a sum not to
exceed $277,048.0011,275,000 (one million two hundred and seventy-five thousand dollars), notwithstanding
any contrary indications that may be contained in Contractor's proposal, for services to be
performed and reimbursable costs incurred under this Agreement. In the event of a conflict between
this Agreement and Contractor's proposal, attached as Exhibit A. regarding the amount of
compensation the Agreement shall prevail. Town shall pay Contractor for services rendered
pursuant to this Agreement at the time and in the manner set forth herein. The payments specified
below shall be the only payments from Town to Contractor for services rendered pursuant to this
Agreement. Contractor shall submit all invoices to Town in the manner specified herein. Except as
specifically authorized by Town Contractor shall not hill Town for duplicate services performed by
more than one person.
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3. Exhibit A
Existing Exhibit A "Task List and Proposed Cost" sheets shall be replaced, in its entirety,
with the attached "Town of Los Altos Hills Proposal for Sewer Maintenance Activities by
West Bay Sanitary District Years 1 through 3 (August 1 through July 31)" sheet.
4. General Provisions
A. This Amendment shall be binding upon and inure to the benefit of the parties hereto and
their successors and assigns.
B. Except as modified hereby, the terms and provisions of the Agreement shall remain
unmodified and in full force and effect.
C. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in
the Agreement.
D. In case of any conflict between any term or provision of this Amendment and any term of
provision of the Agreement,the term or provision of this Amendment shall govern.
E. This Amendment shall be deemed to be made in,and construed in accordance with, the laws
of the State of California. In the event suit is brought by either party hereunder, the Parties
agree that venue for such action shall be vested in the state courts of California in the
County of Santa Clara or in the United States District court in the Northern District of
California.
F. This Amendment may be executed in one or more counterparts, each of which shall be
deemed an original,but all of which when taken together shall constitute one agreement.
IN WITNESS WI IEREOF, this Amendment has been executed as of the date set forth above.
WEST BAY SANITARY DISTRICT TOWN OF LOS ALTOS HILLS
APPROVED AS TO FORM APPROVED AS TO FORM
AND LEGALI I - _____ ANDoQLLEEGALPIY:
District Counsel City Attorney
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AGREED: AGREED:
District Manager City Manager
2463185.1
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RESOLUTION 40-15
A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS
ALTOS HILLS AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AMENDMENT TO THE MAINTENANCE SERVICES AGREEMENT BETWEEN
THE TOWN OF LOS ALTOS HILLS AND WEST BAY SANITARY DISTRICT
FOR OPERATION AND MAINTENANCE OF LOS ALTOS HILLS SANITARY
SEWER SYSTEM
WHEREAS, West Bay Sanitary District's contract with the Town will expire on July 31, 2015;
and
WHEREAS, West Bay Sanitary District has fulfilled its obligations to the Town under the
existing contract;and
WHEREAS, the Town and West Bay Sanitary District desires to extend the contract for another
three years; and
WHEREAS,the Town and West Bay Sanitary District desires to modify the scope of work; and
WHEREAS,the Public Works Director has reviewed West Bay Sanitary District's proposal and
recommends that the City Manager be authorized to execute an amendment to the existing
agreement in an amount not to exceed$1.28 million; and
NOW,THEREFORE,BE IT RESOLVED by the City Council of the Town of Los Altos Hills
that:
1. Public interest and convenience require the Town of Los Altos Hills to amend the
Maintenance Services Agreement between the Town of Los Altos Hills and West Bay
Sanitary District for Operation and Maintenance of Los Altos Hills Sanitary Sewer
System.
2. The City Manager is hereby authorized on behalf of the Town to execute an
amendment to the existing agreement with West Bay Sanitary District in an amount
not to exceed$1.28 million.
The above and foregoing Resolution was passed and adopted by the City Council of the Town of
Los Altos Hills at a regular meeting held on the 18th day of June,2015 by the following vote:
AYES: Corrigan,Harpootlian,Larsen,Radford,Waldeck
NOES: None
ABSTAIN: None
ABSENT: None
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Resolution 40-15 Pagel
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ATTEST:
:Deborah Padovan,City
Resolution 40-15 Paget
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