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ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is dated for reference purposes as of _____________, 2023, and is executed by and between the City of Richmond, a municipal corporation and charter city (the “City”) and the Housing Authority of the City of Richmond, a public body, corporate and politic (the “Authority”). The City and the Authority are referred to herein individually as a “Party” and collectively as the “Parties”.
WHEREAS, the City provides certain administrative, finance, and other services to and for the benefit of the Authority; and
WHEREAS, the Parties desire to formally set forth their agreement regarding the City’s provision of services to the Authority, and the Authority’s obligation to compensate and reimburse the City for such services.
NOW, THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.
1. Purpose of Agreement; Term; Termination. This Agreement is intended to memorialize the arrangement pursuant to which the City provides certain staff and administrative services to, and for the benefit of, the Authority. This Agreement sets forth the services that the City will provide and make available to the Authority, and the compensation and reimbursements payable by the Authority to the City for such services. The term of this Agreement shall commence on _____________, 2022, and unless a Party delivers written notice of termination to the other Party, the Agreement shall continue in effect for renewable terms of 12 months each. Any such notice of termination shall be delivered not later than 60 days prior to the expiration of the then- current term. The Authority may terminate this Agreement on delivery of 60 days written notice to the City. Either Party may terminate this Agreement if the other Party defaults in its obligations hereunder and fails to cure such default within 30 days following written notice.
2. Scope of Services. The City agrees to provide to the Authority the staff assistance, technical services and other services as the Authority may require in carrying out its finance functions, as more specifically set forth in Exhibit A. Exhibit A sets forth the type of service to be provided, the title(s) of the City personnel that will provide the financial services. The City acknowledges that the Authority is obligated to provide certain reports to the U.S. Department of Housing and Urban Development (“HUD”) and is required to obtain advance approval from HUD for certain actions. The City agrees to cooperate with the Authority in carrying out such obligations and complying with such requirements.
3. Record Keeping and Reports. The City will keep records of the nature and extent of the services provided to the Authority pursuant to this Agreement, the personnel providing such services, the time expended, and the costs incurred in providing such services, so that an accurate determination of the Authority's financial obligation to the City can be made. The City shall submit to the Authority a statement detailing the services provided, the personnel providing such services, and time expended in providing services to the Authority pursuant to this Agreement.
Such statements shall include a summary of services provided during the calendar quarter, categorized in accordance with Exhibit A, the name and title of the City personnel that provided
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services, the total number of hours for each service, the total compensation payable for each category of service, and a description and cost for all other reimbursable expenses.
4. Compensation and Expense Reimbursement. The Authority agrees to reimburse the City for costs incurred for services provided by the City to the Authority pursuant to the Cost Allocation plan following U.S. Department of Housing and Urban Development (HUD) regulations 2 CFR and approved by RHA Board.
5. Personnel Management; Employee Compensation. The management, direction, supervision and control of City personnel providing services to the Authority pursuant to this Agreement shall remain the exclusive function of the City, including but not limited to matters of discipline, assignment and removal. The Authority understands and agrees that it shall not direct, control or supervise the details or means by which the services provided pursuant to this Agreement are provided. The Parties each acknowledge and agree that the employees of each Party shall not be considered the employees of the other Party for any reason, notwithstanding the provision of services to the other Party pursuant to this Agreement. Each Party shall be solely responsible for payment of all compensation, salary, and benefits, including without limitation, health and retirement benefits, payable to its own employees. Each Party shall be solely responsible for payment of all employee benefits and insurance payable to or on behalf of its own employees, including without limitation, health insurance, workers’ compensation insurance, and unemployment insurance.
6. General Provisions.
6.1 Actions by the Parties. Whenever this Agreement calls for or permits the approval, consent, authorization or waiver of the Authority, the approval, consent, authorization, or waiver of the Authority’s Executive Director shall constitute the approval, consent, authorization or waiver of the Authority without further action of the Authority’s Board of Commissioners. Whenever this Agreement calls for or permits the approval, consent, authorization or waiver of City, the approval, consent, authorization, or waiver of the City’s City Manager or designee shall constitute the approval, consent, authorization or waiver of the City without further action of the City Council.
6.2 Relationship of the Parties. The Parties are separate and independent entities, and their relationship is purely contractual in nature. The Parties to this Agreement do not have the power to confer any other relationship, rights or remedies onto the other Party, except as expressly stated herein. All subcontracts and other agreements entered into by the City in connection with the provision of services to the City pursuant to this Agreement, must be consistent with this Agreement and applicable laws and regulations.
6.3 Governing Law; Venue. This Agreement shall be governed and construed in accordance with the laws of the State of California, excluding principles of conflicts of law. Any litigation arising under this Agreement shall be prosecuted in the Superior Court of California, County of Contra Costa, and all parties waive their respective rights to change venue pursuant to Section 394 of the Code of Civil Procedure.
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6.4 Entire Agreement. This Agreement, together with Exhibit A attached hereto and incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements pertaining thereto.
6.5 Amendments; Waivers. This Agreement may not be amended or modified except by a written instrument signed by both Parties. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party.
6.6 Headings; Interpretation. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. Any reference to a particular section of this Agreement shall mean a reference to all subsections thereof. 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.
6.7 Severability. Each provision of this Agreement shall be considered severable, and if any provision of this Agreement is determined to be invalid or contrary to any existing or future law, such invalidity shall not impair the remainder of this Agreement provided that the remainder of the Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the Parties.
6.8 No Third Party Beneficiaries. Nothing in this Agreement is intended to or shall be deemed to confer upon any person other than the Parties any legal or equitable right, remedy or claim under or by reason of this Agreement.
6.9 Authority. Each person executing this Agreement on behalf of a Party represents that they are duly authorized to sign and deliver this Agreement on behalf of such Party, and that this Agreement is binding on such Party in accordance with its terms.
6.10 Counterparts; PDF and Facsimile Transmissions. This Agreement may be executed and delivered in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. Signatures transmitted by telecopy or as emailed PDF copies shall be binding as originals, and each Party hereby waive any defenses to the enforcement of the terms of this Agreement or any document sent by emailed PDF, based upon the manner of transmission or form of signature (electronic, facsimile or "ink original").
IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first written above.
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AUTHORITY:
HOUSING AUTHORITY OF THE CITY OF
RICHMOND, a public body, corporate and
politic
By:__________________________
Gabino Arredondo, Interim Executive
Director
Attest:
By:______________________________
Approved as to form:
By:______________________________
CITY:
CITY OF RICHMOND, a California
municipal corporation and charter city
By:____________________________
Shasa Curl, City Manager
Attest:
By:______________________________
Approved as to form:
By:______________________________
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Exhibit A
SCOPE OF SERVICES
The City will provide the following services to the Authority:
Type of Service Description Title of Personnel
Providing Service
Accounting and Treasury
Bookkeeping, management of bank
accounts, maintain accounting
records, prepare financial statements
and reports, audit management, upon
RHA ED approval perform bank
activity from bank accounts and HUD
subsidy programs
Senior Accountant
Accountant I
Accounting Assistant II
Purchasing, Accounts
Payable, and Payroll
Issuance of checks, maintain vendor
payments and records, issue and file
1099s, maintain payroll records, issue
and file payroll taxes, contract
management, provide procurement
support
Accounting Assistant II
Senior Buyer
Buyer II
Payroll Coordinator
Management Assistance Staff reports, resolutions, liaison to City Manager’s office and Finance
Department
Economic Development
Director
Other Indirect Charges Services performed by City
Attorney’s Office, City Manager’s
Office, Human Resources,
Information Technology, Finance
Charges pursuant to the
Cost Allocation plan
following U.S.
Department of Housing
and Urban Development
(HUD) regulations Title 2
Code of Federal
Regulations (CFR) 200
Compliant Version and
approved by RHA Board