HomeMy WebLinkAboutUkiah Valley Sanitation District (UVSD) 2025-07-161
AGREEMENT BETWEEN
THE CITY OF UKIAH AND
UKIAH VALLEY SANITATION DISTRICT
FOR ADMINISTRATIVE, BILLING AND COLLECTION SERVICES
This Agreement for Administrative, Billing and Collection Services (“Agreement”)
is entered into on July 16, 2025 (“the Effective Date”) between the City of Ukiah, a general
law municipal corporation (“City”) and the Ukiah Valley Sanitation District (“District”), a
sanitation district organized under the County Sanitation District Act to provide
administrative, billing and collection services as further described herein. City and the
District are sometimes individually referred to as “Party” and collectively as “Parties” in
this Agreement.
RECITALS
1.Willow County Water District (“Willow”) and the District entered into a Master
Services Agreement (“MSA”) on May 19, 2019, an addendum to the MSA on May 13,
2020, a Second Amendment to the MSA on May 17, 2021, a Third Amendment to the
MSA on April 1, 2022, a Fourth Amendment to the MSA on March 8, 2023, and a Fifth
Amendment to the MSA on March 1, 2024.
2. Under the MSA, Willow was providing the District with administrative, billing, and
collection services.
3. A Joint Exercise of Powers Agreement (“JPA”) between Millview County Water
District, Redwood Valley County Water District, Willow and the City created the Ukiah
Valley Water Authority (“UVWA”).
4.Under the JPA, Willow no longer performs administrative, billing and collection
services for itself or other special districts, and its employees have become City
employees.
5. The District consented to the City and Willow entering into the Assignment and
Assumption Agreement effective March 1, 2025, in which Willow assigned to the City,
and the City assumed from Willow, the obligations set forth in the MSA, as amended.
6. The MSA expires on June 30, 2025, but District is in need of continued
administrative, billing and collection services, and the City is willing to provide those
services to the District as further provided herein;
AGREEMENT
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, and for other
good and valuable considerations, the receipt and adequacy of which are hereby
acknowledged, City and District hereby agree as follows:
1. Recitals, The recitals set forth above are an integral part of this agreement and
are fully incorporated herein.
COU No. 2526-087r
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2. Services. City shall provide District with administrative, billing and collection
services as described in the Scope of Services (“Services”) attached hereto as
Exhibit A and incorporated herein by this reference. City will provide all qualified,
trained and, if required, licensed and certified personnel, and direct supervision.
3. Term. The term of this Agreement shall commence on July 1, 2025, continue
through June 30, 2028, and shall be renewed automatically for one-year terms,
unless the Agreement is terminated pursuant to Section 7. If the Agreement is
terminated, the City will work with District in transitioning District to another source
for Services, but City will be under no obligation to provide Services to District or
be liable for costs or damages due to such transition.
4. City Obligations. City shall train and assign staff to perform the Services
described in Exhibit A.
5. Compensation. District shall pay City the compensation for Services provided
during the fiscal years beginning July 1, 2025, July 1, 2026, and July 1, 2027, as
detailed in the attached Exhibit B, which is incorporated herein. City and District
reserve the right to negotiate the compensation. The Parties shall meet and confer
by March 31, 2028, to determine the cost of the increase effective July 1, 2028.
In the first year of this Agreement, City will have incurred implementation costs
associated with preparing its software for District billing. District agrees to
compensate City for these costs, not to exceed the amount as detailed in Exhibit
B. Any difference in costs for software shall be subject to true up between the
Parties within thirty (30) days after the City’s payment to the software vendor.
City shall invoice District on a monthly basis and District shall remit these amounts
in full within 30 days of service of an invoice from City by email and regular U.S.
mail.
6. Relationship of the Parties. It is expressly understood and agreed by the Parties
that this is a fee for service agreement and does not establish a joint venture,
partnership or other relationship or separate entity and City does not assume a
fiduciary relationship with the District under the terms of this Agreement or as a
result of the City’s performance under this Agreement. Each Party retains control
over its own employees, who will be subject to that agency’s rules and regulations.
7. Termination. This Agreement may be terminated in accordance with the
following:
a. Termination Without Cause.
Either Party, and without cause, shall have the right, at the Party’s sole
discretion, to terminate this Agreement by providing one hundred eighty (180)
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days’ advance written notice to the other Party. Upon termination, District shall
be entitled only to a prorated refund of any monthly sum already paid in
advance.
b. Termination for Cause.
Notwithstanding any other provision of this Agreement, if a Party fails to
satisfactorily cure any breach within thirty (30) days’ written notice (“Cure
Period”), the other Party may immediately terminate this Agreement after the
Cure Period concludes.
c. Data Transfer
In the event of termination, the Parties shall mutually cooperate to transition the
District’s data managed by the City to the District. The City shall transfer the
District’s data, in a format acceptable to the District, to the District within 180
days of notice of termination. The City shall ensure that its agreement with the
billing software vendor includes language that addresses the City’s transition
of District’s data to the District consistent with this paragraph.
8. Force Majeure. If by reason of force majeure any Party is unable in whole or in
part to perform the obligations under this Agreement, such Party shall not be in
default during the continuance of such inability. The term “force majeure” as used
herein shall mean an event or condition beyond the Party’s reasonable control in
the exercise of due diligence, such as the following: acts of God; labor strikes or
management lockouts lasting more than seven (7) days, any decisions or actions
by the government of the United States or of the State or any of their departments,
agencies or officials, or any civil or military authority; insurrections, riots, landslides,
earthquakes, fires, storms, droughts, floods, explosions, breakage of or accident
to machinery, transmission pipes or canals; or any other cause or event not
reasonably within the control of such Party.
9. Software. The District shall license and provide the City with access to the billing
software (i.e., El Dorado) used by the District as of the Effective Date. The District
makes no representations, warranties, or guarantees regarding the current
software, and the City shall not be liable for any billing delays, errors or similar
problems caused by any billing software that is used. Beginning January 1, 2026,
or as soon as it is available thereafter, the City shall utilize new (i.e., COU) software
to provide billing services for the District. The City shall license the new software
(i.e., COU) and provide the District with access to that billing software.
10. Operational Concerns. The Parties shall attempt to resolve operational concerns
or complaints in the most expeditious manner. If necessary, these concerns or
complaints shall be documented and forwarded through the City Manager or the
District Manager.
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If the matter cannot be resolved informally, the complaining Party may be asked
to put those complaints in writing, addressed to the other Party pursuant to Section
16. The Party receiving the complaint, within three (3) weeks of receipt, shall
respond in writing regarding the status of the complaint, and shall continue to
update the complaining Party every forty-five (45) days until disposition. It is the
intent of the Parties that all complaints be resolved within ninety (90) days of
receipt.
11. Nondiscrimination. The Parties shall comply with all applicable federal, state,
and local laws regarding nondiscriminatory employment practices, whether or not
said laws are expressly stated in this Agreement. The Parties shall not discriminate
in violation of said laws against any employee or applicant because of race, color,
religious creed, national origin, physical disability, mental disability, medical
condition, marital status, sexual orientation, or gender.
12. Compliance with Laws. The parties shall comply with all applicable legal
requirements including all federal, state, and local laws (including local
ordinances and resolutions), whether or not said laws are expressly stated in this
Agreement.
13. Indemnification and Insurance.
A. Mutual Indemnification. To the maximum extent allowed by law each Party
hereby agrees to indemnify, defend, assume all liability for and hold the other
Party harmless from all actions, claims, suits, penalties, obligations, liabilities,
damages to persons or property, costs and expenses (including without
limitation any fines, penalties, judgments, and actual litigation expenses,
including, but not limited to, the fees of attorneys’, experts, and investigators),
and/or personal injuries or death to any persons (collectively, “Claims”), to the
extent caused or alleged to have been caused in whole or in part by the
negligence or willful misconduct of that Party. All references to “Party” in this
Section 13.A. includes the Party’s officers, agents or employees.
B. Insurance. During the term of this Agreement, each Party shall maintain at its
own cost and expense the following insurance or self-insurance coverage
(including through a pooled risk Joint Powers Agency against claims for injuries
to persons or damages to property that may arise from or in connection with
the performance of the work under this Agreement. If requested, each Party
shall furnish the other party certificates of insurance and policy endorsements
evidencing the required coverage. Thirty (30) days' written notice must be given
of any pending change in the limits of liability or of any cancellation or
modification of the policy.
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1) Commercial General Liability (CGL). Coverage equivalent to on an
“occurrence” basis, including products and completed operations, property
damage, bodily injury and personal & advertising injury with limits no less
than $1,000,000 per occurrence. If a general aggregate limit applies, either
the general aggregate limit shall apply separately to this project/location or
the general aggregate limit shall be twice the required occurrence limit.
2) Automobile Liability Insurance. Equivalent to ISO Form Number CA 00 01
covering any auto (Code 1) with limit no less than $1,000,000 per accident
for bodily injury and property damage.
3) Workers’ Compensation Insurance. As required by the State of California,
with statutory limits, and Employer’s Liability Insurance with limit of no less
than $1,000,000 per accident for bodily injury or disease.
4) Other Insurance Provisions. The insurance policies are to contain, or be
endorsed to contain, the following provisions:
i. Additional Insured Status. Each Party and its officers, officials,
employees, and volunteers are to be covered as additional
insureds on the CGL policy with respect to liability arising out of
this Agreement.
ii. Notice of Cancellation. Each insurance policy required above
shall provide that coverage shall not be canceled, except with
notice to the other Party.
iii. Waiver of Subrogation. Each Party hereby grants a waiver of any
right to subrogation which any insurer of said Party may acquire
by virtue of the payment of any loss under such insurance.
14. Records. City shall maintain any and all records, documents, and data relating to
District’s billing and collection, and administrative services. These records include
those maintained by the City on behalf of the District in accordance with Exhibit A.
The City shall retain these records for a minimum of 3 years, or for any longer
period required by law, after the Agreement terminates. All such records shall be
maintained in accordance with generally accepted accounting principles and shall
be made available for inspection, audit, and/or copying during regular business
hours, upon advance written request of the District.
All books, documents, papers, accounting records, and other evidence pertaining
to costs incurred shall be maintained by City and made available at all reasonable
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times during the Term and in accordance with the City’s retention policy for
inspection by District.
15. Modifications and Amendments. This Agreement may only be modified or
amended by the mutual written agreement of City and District executed by officials
legally authorized to bind the Parties.
16. Entire Agreement. This Agreement contains all the terms and conditions agreed
upon by the Parties regarding the terms and conditions of this Agreement or the
Parties’ performance hereunder. Except as expressly provided herein, no other
agreement or understanding, whether written, oral, arising from conduct or
otherwise, shall be deemed to exist or to bind any of the Parties hereto with respect
to or otherwise add to or alter the terms and conditions of this Agreement. In any
alleged conflict between the terms of this Agreement and any other agreement or
understanding of the Parties the provisions of this Agreement shall prevail.
17. Notices. Any notices, requests, demands or other communications required or
permitted to be given under this Agreement shall be in writing and delivered to the
following addresses or such other addresses as the Parties may designate by
written notice:
CITY: City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
Attn: City Manager
Email: ssangiacomo@cityofukiah.com
DISTRICT: Ukiah Valley Sanitation District
151 Laws Avenue
Ukiah, CA 95482
Attn: District Manager
Email: wingseef@urbanfuturesinc.com
Depending upon the method of transmittal, notice shall be deemed received as
follows: by messenger, overnight courier such as UPS or Federal Express or by
email with acknowledgment of receipt as of the date delivered; and by U.S. Mail
first class postage prepaid, as of 72 hours after deposit in the U.S. Mail.
18. Headings. The heading titles for each section of this Agreement are included only
as a guide to the contents and are not to be considered as controlling, enlarging,
or restricting the interpretation of the Agreement. The Parties acknowledge that
this Agreement is the product of negotiation and compromise on the part of both
Parties, and the Parties agree, that since both Parties have participated in the
negotiation and drafting of this Agreement, this Agreement shall not be construed
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as if prepared by one of the Parties, but rather according to its fair meaning as a
whole, as if both Parties had prepared it.
19. Severability. If any term of this Agreement (including any phrase, provision,
covenant, or condition) is held by a court of competent jurisdiction to be invalid or
unenforceable, the Agreement shall be construed as not containing that term, and
the remainder of this Agreement shall remain in full force and effect; provided,
however, this section shall not be applied to the extent that it would result in a
frustration of the Parties/ intent under this Agreement.
20. Governing Law; Jurisdiction; Venue. The interpretation, validity, and
enforcement of this Agreement shall be governed by and interpreted in accordance
with the laws of the State of California. Any suit, claim, or legal proceeding of any
kind related to this Agreement shall be filed and heard in a court of competent
jurisdiction in the County of Mendocino. The parties waive any right to a jury trial
that either party may have.
21. Assignment and Delegation. This Agreement, and any portion thereof, shall not
be assigned or transferred, nor shall any of the Parties’ duties be delegated
without the written consent of the other Party. Any attempt to assign or delegate
this Agreement without the written consent of the other Party shall be void and of
no force or effect. Consent by a Party to one assignment shall not be deemed to
be consent to any subsequent assignment.
22. Successors. This Agreement shall bind and inure to the benefit of all successors
and assigns of the Parties and any associates in interest, and their respective
directors, officers, agents, servants, and employees, and the successors and
assigns of each of them, separately and collectively.
23. Waiver. Waiver of a breach or default under this Agreement shall not constitute a
continuing waiver or a waiver of a subsequent breach of the same or any other
provision of this Agreement.
23. Signatures. The individuals executing this Agreement represent and warrant
that they have the right, power, legal capacity and authority to enter into and to
execute this Agreement on behalf of the respective agencies.
IN WITNESS WHEREOF, the Agreement is in full force and effect on the
Effective Date.
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CITY OF UKIAH
By:________________________________
Sage Sangiacomo, City Manager
ATTEST:
By:
Kristine Lawler, City Clerk
APPROVED AS TO FORM:
By:
David Rapport, City Attorney
UKIAH VALLEY SANITATION DISTRICT
By:
Ernie Wipf, Chair
ATTEST:
By:
Clerk to the Board
APPROVED AS TO FORM:
By:
Joanna Gin, General Counsel
Darcy Vaughn (Aug 14, 2025 11:59:58 PDT)
Darcy Vaughn
Kristine Lawler (Aug 18, 2025 09:05:33 PDT)Kristine Lawler
Exhibit A
Scope of Services
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The City shall provide the following services to the District, in accordance with District
policies:
Billing & Collections:
• Prepare and process sanitation service bills, ensuring accuracy and compliance
with district policies.
• Manage account receivables and monitor past-due accounts.
• Process customer payments, including cash, check, credit card, and online
transactions.
• Work with customers to set up payment arrangements and resolve billing
discrepancies.
• Prepare Year End Delinquency Schedule to submit to the County of Mendocino
in accordance with the District’s Policies and Procedures.
Customer Service:
• Answer customer inquiries via phone, email, or in person regarding billing,
account status, service rates, and policies, at the District office located at 151
Laws Avenue, Ukiah, CA 95482, or at City offices at 300 Seminary Avenue,
Ukiah, CA, 95482 during regular business hours, Monday through Friday, 8:00
a.m. to 5:00 p.m., except when closed for holidays observed by the City. The
City shall notify the District of any change to this location and contact information.
• Assist customers with new service applications/connection fees, service
terminations, and account updates including invoices for connection fees.
• Provide clear explanations of billing statements and resolve disputes.
• Maintain customer records and update account information as necessary
including updating “Ins” and “Outs”.
Administrative & Financial Support:
• Maintain accurate records of payments, adjustments, and account activities.
• Maintain custodial funds for the District with an appropriate chart of accounts,
and deposit payments addressed to District into District accounts.
• Annual File maintenance for updating customer’s files for new monthly billing
amounts.
• Generate and analyze billing reports to track revenue, outstanding balances, and
collection trends.
• Assist with financial audits and compliance reporting related to billing and
collections.
• Timely run reports of delinquent payments for placement on the property tax bill
annually and update the list.
• Route correspondences as necessary.
• Support District meetings including Clerking Services. This includes, but is not
limited to, the following tasks:
Exhibit A
Scope of Services
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o Publish notices in the newspaper, post notices in public places, and/or
email or email letters or notifications to customers as required for hearings
or official business to be taken by the Board or following action taken by
the Board) (e.g., ordinances).
o Attend regular and special District Board meetings and provide clerking
service, including setting up and managing teleconferencing (such as
Zoom) features, taking roll call, notes and preparing accurate minutes of
the Board meetings.
o Plan and coordinate necessary preparations and support requirements for
all Board meetings, including meeting room reservations.
o Prepare and post the agenda materials online, and email the agenda
materials to the distribution list, in compliance with the Brown Act.
o Print agenda packets for Board Directors and the public at Board
meetings.
o Maintain official District records, attest and process official District
documents (e.g., contracts, resolutions, ordinances, minutes) and
maintain financial records.
o Inform Board Directors of their obligations to complete their annual State
of Economic Interests and biennial ethics and sexual harassment training.
o Arrange stipend payments, appointments, meetings, and travel of all
Board Directors.
o Respond to California Public Records Act Requests in compliance with
state or federal law in conjunction with District General Counsel.
• Banking:
o Wire money from the Savings Bank semiannually to ensure timely
payment of the District’s Bond Obligation.
o Other Savings Bank duties as required.
Exhibit B
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District shall pay City the compensation for Services provided as follows:
Fiscal Year Compensation
2025-2026 $ 183,055.68
2026-2027 $ 192,208.46
2027-2028 $ 201,818.89
Exhibit B
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Exhibit B
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