HomeMy WebLinkAboutWillow County Water DistrictASSIGNMENTAND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement ("Agreement") is entered on March 1, 2025
Effective Date"), by and among the City of Ukiah ("City"), a general law municipal
corporation,Willow County Water District ("Willow"), a County Water District, and is
consented to by the Ukiah Valley Sanitation District ("UVSD"), a county sanitation district.
Recitals
A. Willow and UVSD entered into a Master Services Agreement ("MSA") on May 19,
2019, pursuant to which Willow agreed to perform the duties of District Manager for
UVSD as described in Exhibit A to the MSA (Statement of Work to Be Performed),
hereafter, "District Manager Services"; and
B. In May 2020, UVSD and Willow agreed to an addendum to the MSA wherein Willow
would perform all administrative services for UVSD, including billing and collection
services; and
C. Since October 2020, Urban Futures, Inc., agreed to provide District Manager
Services and since April 2023, CLiftonLarsonALlen LLP (CLA) has expanded its
services (in addition to reconciling accounts, preparing journal entries and capital
asset and depreciation schedules, and preparing financial statements)to
maintaining the District's accounting and finance records, managing accounts
payabLes and receivables, and preparing 1099's and the SCO report (collectively,
Accounting and Financial Management Services"); and
D. On May 17, 2021, Willow and UVSD entered the Second Amendment to Master
Services Agreement pursuant to which Willow agreed to perform services described
in Exhibit A, entitled Statement of Work which includes ("Bitting and Collection
Services")which it continues to provide;
E. Willow has become a party to the Joint Exercise of Powers Agreement ("JPA")among
MiRview County Water District, Redwood Valley County Water District, Willow and
City creating the Ukiah Valley Water Authority("UVWA"); and
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COU No. 2425-194
F. Effective March 1' 2O24' the Fifth Amendment t0 the Master Services Agreement
adopted the fees and charges for Billing and Collection Services currently iOeffect;
and
G. [)n October 3, 2018' UV8O and the City entered an Operating Agreement that
included provisions governing bitting and collection of revenue from UVSD
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AGREEMENT
Now, therefore, in consideration of the foregoing recitals, which are incorporated herein
by this reference, and the terms and conditions stated below and for other good and
valuable consideration the receipt and adequacy Of which are hereby acknowledged,the
City, Willow and UV3D hereby agree 83follows:
1. Subject to the provisions of Section 3 below, as of the Effective Date Willow hereby
assigns to the City all of its rights and obligations under the MSA as amended.
2' Subject to the p[0Vi3iOOG of Section 4 bHi0N\ 88 of the Effective Date, City hereby
accepts Willow's assignment and assumes Willows obligations under the MSA as
GOl8Od8d;
3. On and after the Effective Date Willow shalt have no liability or responsibility for the
operation and maintenance of the UVSD waste collection system or for Bitting and
Collection 88[Viceg pe[fO[DO8d by City after the Effective Date U[any other claims,
demands, causes of action or Liability therefor. Willow agrees to indemnify and defend the
City from and against any claims, demands, liability, costs O[other obligations arising out
OfVViiiOVV'8 negligent Or willfully wrongful act V[omission inits performance Ofservices
pursuant tU the MSA prior tO the Effective Date. (]D and after the Effective Date Willow
shall have no liability or obligations arising out of or related to the City's performance under
the MSA, as amended. City agrees to indemnify and defend Willow from and against any
Liability, claim, cost or obligation arising out of the City's negligent or willfully wrongful act
O[omission iD performing services under the MSA after the Effective Date.
4. In assuming the MSA the City does not assume any responsibility or liability for claims,
demands, causes Of action, expenses, damages, injuries O[Oth8[UabiiityO[fiO8DCi8i
responsibility of any kind arising prior to the Effective Date out of or related to Willow's
provision nf services toUVSO under the MSA, @8amended.
5. The UVSD Board of Directors approves the assignment and assumption of the MSA by
Willow and the City pursuant to and in accordance with this Agreement and acknowledges
that the provision of bitting and collection services by the City is governed exclusively by the
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MSA and no provision of the Operating Agreement concerning billing and collection
services shall apply to or affect the City's provision of services to UVSD pursuant to the
MSA, as amended.
6. The MSA shalt terminate on June 30, 2025.
WHEREFORE, the Parties have entered into this Agreement as of the Effective Date.
WILLOW COUNTY WATER DISTRICT
J
F^,
nary-Nevi", -resident of the Board of Directors
k
Date: G
CITY OF UKIAH
By:
Douglas Crane, Mayor of City of Ukiah
Date:
ATTEST:
By:
Kristine Lawler, City Clerk
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CONSENTED TO BY THE UKIAH VALLEY
SANITATION DISTRICT on 2025
Ernie Wipf, Chair
Date:_A t 2. 2<
ATTEST:
LBy: tClerktotheB
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