Loading...
HomeMy WebLinkAboutHopland Public Utility District 2025-07-01 COU No. 2526-085r AGREEMENT BETWEEN THE CITY OF UKIAH AND HOPLAND PUBLIC UTILITY DISTRICT FOR ADMINISTRATIVE, BILLING AND COLLECTION SERVICES This Agreement for Administrative, Billing and Collection Services ("Agreement") is entered into on July 1, 2025 ("the Effective Date") between the City of Ukiah, a general law municipal corporation ("City") and the Hopland Public Utility District ("District"), an independent special district to provide operational, administrative, financial, 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 have operated under a master service agreement ("MSA") concept. 2. Under the MSA, Willow was providing the District with operational, administrative, billing, and collection services. 3. A Joint Exercise of Powers Agreement ("JPA") between Millview County Water District, Redwood Valley County Water District, Calpella County Water District, Willow and the City created the Ukiah Valley Water Authority ("UVWA"). 4. Under the JPA, Willow no longer performs operational, administrative, billing and collection services for itself or other special districts, and its employees have become City employees. 5. The District is in need of continued operational, administrative, financial, 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. 2. Services. City shall provide District with administrative, financial. 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, 1 COLT No. 2526-108r 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 C. 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 and eighty (180)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 2 COU No. 2526-108r 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 Maleure. 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. 10.0perational 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 General manager. 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 COU No. 2526-108r 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. 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 4 COU No. 2526-108r 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 times during the Term and in accordance with the City's retention policy for inspection by District. 6 COU No. 2526-108r 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: Hopland Public Utility District 151 Laws Avenue Ukiah, CA 95482 Attn: General manager Email jawalker@cityofukiah.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 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. 6 COU No. 2526-108r 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. 7 COU No. 2526-108r CITY OF UKIAH HOPLAND PUBLIC UTILITY DISTRICT By: By: Sage Sangiacomo, City Manager [ if, Chair ATTEST: ATTEST: Kristine L-awler B By: krmgrm AL,mPrigr',II P,%AIL. W,06PQT' y Kristine Lawler, City Clerk [ ] Clerk to the o d APPROVED AS TO FORM: X�YGu vamhil By:DarcyVdurhn(Sei 2,202 11:09 David Rapport, City Attorney 8 Exhibit A Scope of Services Scope of Services The City shall provide the following services to the District in accordance with District policies, procedures, and applicable regulatory standards. Billing and collection services will be performed in the same manner as they are for Ukiah Valley Water Authority (UVWA) member agencies, following the same procedures, policies, and practices adopted by the UVWA Board and implemented by the City of Ukiah. All billing and administrative fees, service charges, penalties, fines, and any other non- rate-related or non-expansion/capital-related revenues will be aligned with a standardized schedule used by UVWA for JPA member agencies. Billing $ Collections • Integrate district customer accounts into City's billing system. • Prepare and process utility 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 collection services or 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." 9 Exhibit A Scope of Services Administrative and Clerking Support • Perform annual file maintenance for updating customer billing amounts. • Route correspondences as necessary. • Publish notices in the newspaper, post notices in public places, and/or mail or email letters or notifications to customers as required for hearings or official Board action. • Attend regular and special District Board meetings and provide clerking services, including teleconferencing setup, roll call, minute-taking, and preparation of accurate Board meeting minutes. • Plan and coordinate preparations for Board meetings, including meeting room reservations. • Prepare, post, and distribute agenda materials in compliance with the Brown Act. • Print agenda packets for Board Directors and public attendees. • Maintain official District records, attest and process official District documents (e.g., contracts, resolutions, ordinances, minutes) and maintain financial records. • Inform Board Directors of their obligations to complete annual Form 700s and biennial ethics and harassment prevention training. • Arrange stipend payments, appointments, meetings, and travel for Board Directors. • Respond to Public Records Act requests in conjunction with District General Counsel. Financial Services The City shall provide professional financial services customary for local governments, including but not limited to: • Accounting and Reporting: Maintain financial records consistent with governmental accounting standards; prepare monthly, quarterly, and annual financial reports; support year-end closing procedures. • Budgeting: Assist in the preparation of annual operating and capital budgets in coordination with staff and the Board; monitor expenditures and provide budget- to-actual comparisons. • Audit Management: Coordinate annual independent financial audits; prepare audit schedules and provide supporting documentation; respond to auditor inquiries and implement audit recommendations. 10 Exhibit A Scope of Services • Banking: Wire funds from the District's preferred bank no less than semiannually to ensure timely payment of the District's bond obligations; perform additional banking services as necessary, including fund transfers, account reconciliations, and coordination with financial institutions. • Financial Oversight: Monitor cash flow and investment activity; advise the District on financial planning and policy; ensure compliance with fiscal policies, debt covenants, and applicable laws. General Management The City shall serve as the District's General Manager and shall perform executive and management functions as necessary to implement District policy and ensure the effective and efficient operation of District services. Responsibilities include, but are not limited to: • Supervising and coordinating all City-provided services outlined in this agreement. • Advising the District Board on policy matters, operational issues, and strategic planning. • Preparing reports and recommendations for Board consideration. • Coordinating with regulatory agencies and ensuring compliance with applicable laws and permits. • Representing the District in interagency meetings and public forums as directed by the Board. • Implementing the Board's policies and directives. Operations Services The City shall provide comprehensive water and sewer operations services, including: • Water Treatment/Production: Operate and maintain water treatment facilities, ensure regulatory compliance with drinking water standards, and perform routine sampling, testing, and reporting. • Water Distribution: Maintain the integrity of the water distribution system, respond to leaks and service outages, perform routine flushing, valve and hydrant maintenance, and install or replace water meters as required. • Sewer Collection: Operate and maintain sewer collection systems including gravity lines, force mains, and lift stations. Conduct preventive maintenance and emergency response for overflows, backups, or infrastructure failures. • Sewer Treatment/Disposal: Operate and maintain wastewater treatment and disposal facilities in accordance with discharge permits and regulatory 11 Exhibit A Scope of Services requirements. Perform sampling, analysis, and reporting to ensure environmental compliance. All operational services will be provided by qualified and certified City staff in accordance with applicable state and federal laws. The City will maintain records of all work performed and coordinate with the District on capital planning, emergency response, and ongoing maintenance priorities. 12 Exhibit B District shall pay City the compensation for Services provided as follows: Fiscal Year Compensation 2025-2026 $ 161,000.86 2026-2027 $ 185,580.79 2027-2028 $ 194,859.80 The District is receiving a discount on full cost pricing by the City in the first year (FY 2025-26) so that it pays the same for the first six months of this agreement as it did the year prior (FY 2024-25). In subsequent fiscal years, the pricing increases by 5% of the prior year full cost pricing without discount. Detail on the first-year pricing is as follows: 1 Exhibit B FY 2025-26 Pricing Proposal City of Ukiah—Hopland Public Utility District Effective July 1,2025—June 30, 2026 This pricing proposal outlines the annual charges for operations, billing,and administrative services to be provided by the City of Ukiah to the Hopland Public Utility District under the Master Service Agreement. The initial term is for one fiscal year, beginning July 1, 2025. To assist with cost stability during the transition of services previously performed under contract with Willow County Water District,the City is providing a temporary discount for the first six months of the fiscal year(July 1 through December 31,2025). During this period,charges will match the District's current MSA rates. Full cost-based rates will take effect January 1, 2026. A detailed breakdown of pricing by service component will be provided in Attachment A to this proposal. Annual Pricing Summary— FY 2025-26 Service Current MSA Full Cost City Six-Month Total Category _ Amount MSA Discount FY 2025-26 Operations $111,874.37 $136,287.12 ($12,206.37) $124,080.75 Services Billing& $33,383.76 $40,456.46 ($3,536.35) $36,920.11 Administrative Total $145,258.13J $176,743.58 ($15,742.72) $161,000.86 *Note: "Current MSA Amount" reflects the annualized cost of services under the existing agreement with Willow County Water District for FY 2024-25. Methodology and Notes 1.Overhead Rate: Overhead is applied at a rate of 13.21%, based on the City's 2026 indirect cost allocation plan. 2. Cost Basis: Rates are derived from budgeted labor rates, materials,equipment usage, and administrative support,consistent with the City's full cost recovery model. 3. Discount Rationale:The discount ensures the District pays no more than its current MSA rates through the first half of the fiscal year,which will be a full year since the City assumed operations, billing,and administration.The full cost rates apply beginning January 1, 2026. 4. Future Increases:Any increase in pricing for future terms will be negotiated or escalated consistent with terms of the Agreement, including inflation or negotiated labor adjustments. 14 Exhibit 8 Attachment A Operations-Water and Sewer Pricing Proposal-Hopland,2025 City Methodology Rate Hours Budgetary Cost Operations Labor: Operators $ 63.23 1,194 $ 75,469.34 Management 105.07 208 21,854.68 Materials, supplies,and services2 7,785.92 Vehicle and equipment usage 10.90 1,402 15,274.40 Overhead (13.21%)1 15,902.77 Total $ 136,287.12 Discount,first six months3 $ (12,206.37) Total pricing, FY 2025-26 $ 124,080.75 Current MSA $ 111,874.37 Increase from current MSA $ 12,206,37 %Change from current MSA 10.91% Notes: 1.Overhead rate comes from 2026 city indirect cost allocation plan. 2.Certain costs would be incurred by City and charged to District through the MSA, initially at a rate of 8%of personnel costs. Other costs would be charged directly to the District if incurred and applicable justas it was under the former MSA with Willow. 3. Discount results in the district paying the same amount for operations for the first full year after Willow staff was assumed by City,January 1,2025 through December 31,2025. 1 Exhibit B Billing and Administrative Services Pricing Proposal-Hopland,2025 City Methodology Rate Hours Budgetary Cost Billing Services Labor: Billing 53.00 416.00 $ 22,050.00 Management 62.37 70.00 4,365.86 Materials,supplies,and services 7,228.28 Overhead (13.210/o)l 4,444.39 Total $ 38,088,53 Administrative services Labor: Clerk 46.48 45.00 $ 2,091.63 Overhead (13.21%) 276.30 Total $ 2,367.93 Total billing and administrative $ 40,456.46 Discount,first six months2 $ (3,536.35) Total pricing,FY 2025-26 $ 36,920.11 Current MSA $ 33,383.76 Increase from current MSA $ 3,536.35 %Change from current MSA 10.59% Notes: 1.Overhead rate comes from 2026 City indirect cost allocation plan. 2. Discount results in the district paying the same amount for admin and billing for the first full year after Willow staff was assumed by City,January 1,2025through December 31,2025. 16 Exhibit C Utihiy Solutions MILSOFT Bill To Lad Martin Ouote Number.0962 Ukiah.City of Date Greatad I>?lO&WS 300 Seminary Avenue Valid Until:04AMM25 Ukiah.CA,VA82-5400 Account hfanyiger.Bart Brockwxr USA Accounting R Utility Billing-Services t Database Conversion from Vp lOptionar PepkmW l 38.500.00 CIS Data Pup Co"vvsxn Services -Convert minimum data to ensure system fun ctim aft -Convert only accounts.meters,and locations that are active or have either a credit or debit balance -Convert only one year of monthly summary tustory,which includes wage,lots amount and monihM payment Iota but does not include detailed charges or payment 4Own atlon -All data will be provided in Excel format,and utility resources will idenbfy data items Data mapping cocci be a Joint effort be VMM Milsoft and Ukiah -Mnsoft will provide reports and asset with dale balancing Ukiah will confirm that the data is accurate anti balanced four data putts for each water district will be received cornmileo and balanced Each data pull may be reconverted multiple times.However,new data wtk only be received for One Inllial test conversion.2lmermediate puh In support of raax,wsndrns to ensue the process Is correct.and a nlrial go lire conversion -The final data pull will be performed after the system cutoff date of 12f312025,and the newly converted data in the system will be available and it"on an agreed npan data the first week of,January,2D28.Ch qm to this timeline win be agreed upon by both parties Spewt Terms till%Invoiced upon quote acceptance mmankg 40%Invoiced at'Go live' Milsoll Support not appkable Contingent upon the execution of quote 53850 1 Actin BIBng Services Blanket $4.500.00 Set up and coriVurallon of one(t I additional water u-Am p being added to the current Ukiah CIS iXp system Special Terms.6D%invoiced upon quote acceptmace femaini g 40%Invoked at'Go Live' MssWt Support Not ADDICAt" Accounting 8 Utlidy Bntng-Services Total: 511.UW 013 Grand Total: it 1,000 00 17