HomeMy WebLinkAboutRiver Estates 2025-07-011
AGREEMENT BETWEEN
THE CITY OF UKIAH AND
RIVER ESTATES MUTUAL WATER COMPANY
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 River Estates Mutual Water Company
(“Company”), to provide administrative, billing and collection services as further described
herein. City and the Company are sometimes individually referred to as “Party” and
collectively as “Parties” in this Agreement.
RECITALS
1. Willow County Water Company (“Willow”) and the Company have operated
under a master service agreement (“MSA”) concept.
2. Under the MSA, Willow was providing the Company with operational,
administrative, billing, and collection services.
3. A Joint Exercise of Powers Agreement (“JPA”) between Millview County Water
Company, Redwood Valley County Water Company, Willow, Calpella County Water
District, 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 Company’s, and its employees have
become City employees.
5. The Company is in need of continued operational, administrative, financial,
billing and collection services, and the City is willing to provide those services to the
Company 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 Company 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 Company 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,
COU No. 2526-086r
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unless the Agreement is terminated pursuant to Section 7. If the Agreement is
terminated, the City will work with Company in transitioning Company to another
source for Services, but City will be under no obligation to provide Services to
Company 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. Company 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 Company
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 Company billing. Company 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 Company on a monthly basis and Company 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 Company 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,
Company 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
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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
Company’s data managed by the City to the Company. The City shall transfer
the Company’s data, in a format acceptable to the Company, to the Company
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 Company’s data to the Company 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 Company shall license and provide the City with access to the
billing software (i.e., El Dorado) used by the Company as of the Effective Date.
The Company 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 Company. The City shall license the
new software (i.e., COU) and provide the Company 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
Company 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
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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.
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
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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
Company’s billing and collection, and administrative services. These records
include those maintained by the City on behalf of the Company 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 Company.
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 Company.
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15. Modifications and Amendments. This Agreement may only be modified or
amended by the mutual written agreement of City and Company 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
COMPANY: River Estates Mutual Water Company
151 Laws Avenue
Ukiah, CA 95482
Attn: Company 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.
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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
RIVER ESTATES MUTUAL WATER
COMPANY
By:
Dan Baxter, President
ATTEST:
By:
Fred Koeppel, Secretary
Darcy Vaughn (Sep 10, 2025 08:37:15 PDT)
Darcy Vaughn
Kristine Lawler (Sep 11, 2025 15:39:37 PDT)Kristine Lawler
Exhibit A
Scope of Services
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Scope of Services
The City shall provide the following services to the Company in accordance with
Company 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 Company customer accounts into City’s billing system.
Prepare and process utility service bills, ensuring accuracy and compliance with
Company 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 Company’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 Company 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 Company 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.
Exhibit A
Scope of Services
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Maintain customer records and update account information as necessary
including updating “Ins” and “Outs.”
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 Company 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 Company records, attest and process official Company
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 Company 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.
Exhibit A
Scope of Services
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Audit Management: Coordinate annual independent financial audits; prepare
audit schedules and provide supporting documentation; respond to auditor
inquiries and implement audit recommendations.
Banking: Wire funds from the Company's preferred bank no less than
semiannually to ensure timely payment of the Company’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
Company on financial planning and policy; ensure compliance with fiscal policies,
debt covenants, and applicable laws.
General Management
The City shall serve as the Company’s General Manager and shall perform executive
and management functions as necessary to implement Company policy and ensure the
effective and efficient operation of Company services. Responsibilities include, but are
not limited to:
Supervising and coordinating all City-provided services outlined in this
agreement.
Advising the Company 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 Company 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.
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
Exhibit A
Scope of Services
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work performed and coordinate with the Company on capital planning, emergency
response, and ongoing maintenance priorities.
Exhibit B
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Company shall pay City the compensation for Services provided as follows:
Fiscal Year Compensation
2025-2026 $ 39,707.06
2026-2027 $ 45,964.57
2027-2028 $ 48,262.80
The Company 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:
Exhibit B
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FY 2025–26 Pricing Proposal
City of Ukiah – River Estates Mutual Water Company
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 River Estates Mutual Water Company 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 Company’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
Category
Current MSA
Amount
Full Cost City
MSA
Six-Month
Discount
Total FY 2025–
26
Operations
Services
$26,596.19 $32,589.95 ($2,996.88) $29,593.07
Billing &
Administrative
$9,042.16 $11,185.83 ($1,071.83) $10,113.99
Total $35,638.35 $43,775.78 ($4,068.71) $39,707.06
*Note: “Current MSA Amount” reflects the annualized cost of services under the existing agreement
with Willow County Water District for FY 2024–25.
Methodology and Notes
1. Overhead Rate: Overhead is applied at a rate of 13.21%, based on the City's 2026 indirect cost
allocation plan.
2. Cost Basis: Rates are derived from budgeted labor rates, materials, equipment usage, and
administrative support, consistent with the City’s full cost recovery model.
3. Discount Rationale: The discount ensures the Company pays no more than its current MSA rates
through the first half of the fiscal year. The full cost rates apply beginning January 1, 2026.
4. Future Increases: Any increase in pricing for future terms will be negotiated or escalated consistent
with terms of the Agreement, including inflation or negotiated labor adjustments.
Exhibit B
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Attachment A
Operations - Water and Sewer
Pricing Proposal - River Estates, 2025
City Methodology Rate Hours Budgetary Cost
Operations
Labor:
Operators 63.23$ 331 20,920.69$
Management 105.07 21 2,185.47
Materials, supplies, and services2 1,848.49
Vehicle and equipment usage 10.90 352 3,832.51
Overhead (13.21%)1 3,802.78
Total 32,589.95$
Discount, first six months3 (2,996.88)$
Total pricing, FY 2025-26 29,593.07$
Current MSA 26,596.19$
Increase from current MSA 2,996.88$
% Change from current MSA 11.27%
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 just as 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.
Exhibit B
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Billing and Administrative Services
Pricing Proposal - River Estates, 2025
City Methodology Rate Hours Budgetary Cost
Billing Services
Labor:
Billing 53.00 104.00 5,512.50$
Management 62.37 36.00 2,245.30
Materials, supplies, and services 2,122.80
Overhead (13.21%)1 1,305.23
Total 11,185.83$
Total billing and administrative 11,185.83$
Discount, first six months2 (1,071.83)$
Total pricing, FY 2025-26 10,113.99$
Current MSA 9,042.16$
Increase from current MSA 1,071.83$
% Change from current MSA 11.85%
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, 2025 through December
31, 2025.
Exhibit C
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