06/01/2022
AMENDED AND RESTATED SERVICE AGREEMENT
BETWEEN WEST CONTRA COSTA INTEGRATED
WASTE MANAGEMENT AUTHORITY AND THE CITY
OF SAN PABLO
This Amended and Restated Service Agreement between West Contra Costa Integrated Waste Management Authority and the City of San Pablo (“Amended Agreement”) is made and entered into on July 1, 2022, by and between WEST CONTRA COSTA INTEGRATED WASTE MANAGEMENT AUTHORITY (“WCCIWMA”) a joint powers agency existing under the laws of the state of California, hereinafter referred to as “AUTHORITY” and the CITY OF SAN PABLO, a municipal corporation, hereinafter referred to as “CITY.”
RECITALS
A. AUTHORITY and CITY previously entered into a Service Agreement dated October 12, 2017 for the CITY to provide financial management and other services to AUTHORITY (“2017 Service Agreement”), under which agreement CITY has provided certain specified financial and human resource services to AUTHORITY.
B. City has continued to provide certain financial services to AUTHORITY but no longer provides human resource services to AUTHORITY.
C. As of July 1, 2022, AUTHORITY desires to begin the transition to handling its own financial management functions in-house. AUTHORITY desires to retain CITY to continue providing certain financial services during the period from July 1, 2022 through December 31, 2022 and specify the general terms regarding the transition.
D. AUTHORITY desires to obtain these services from CITY because:
1. CITY, as one of the member agencies of the AUTHORITY, is legally authorized to provide the needed services; and
2. CITY staff is qualified by education, experience, and proximity to perform the required duties.
E. AUTHORITY’s status as a separate entity from the CITY will be maintained and reflected in financial reports and records.
NOW THEREFORE, IT IS AGREED as follows:
SECTION 1 - TERM OF AGREEMENT
This Amended Agreement shall be effective July 1, 2022, shall supersede the the 2017 Service Agreement, and shall continue in full force and effect until terminated by either party in accordance with Section 4 of this agreement.
SECTION 2 - FINANCIAL SERVICES
A. General Provisions regarding CITY’s provision of Financial Services
1. CITY shall perform the needed financial services for AUTHORITY to the extent that such assistance does not interfere with the needs of CITY.
2. AUTHORITY shall examine documents submitted by CITY and shall take action and render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of CITY’S work.
3. CITY agrees that CITY staff shall perform its duties in accordance with professional and ethical standards and shall comply with all general rules and regulations established by AUTHORITY and the agencies and departments with which it contracts.
4. CITY agrees that professional staff within the CITY’s Finance Department shall be available to carry out all aspects of this Amended Agreement and to attend AUTHORITY meetings when necessary to explain or elaborate on the work performed.
5. AUTHORITY will procure a bond to ensure that bonding requirements as set forth in California Government Code section 6505.5 (b) are met.
B. Financial Operational Services
1. Until December 31, 2022, CITY shall continue providing Financial Operational Services described in this Section. As AUTHORITY intends to perform its own financial operational services no later than January 1, 2023, AUTHORITY may elect to assume responsibility for such operational services prior to December 31, 2022, and, if it does so, the parties shall specify in writing the date upon which those responsiblities will be assumed by AUTHORITY. Notwithstanding the December 31, 2022 termination date for financial operational services, CITY shall provide any documentation and information that AUTHORITY may reasonably require in order to prepare its fiscal year 2022-2023 audit and shall provide any and all documents, reports, and records that may reasonably be needed to complete the transfer of fiscal, treasury, controller, and accounting management from CITY to AUTHORITY.
AUTHORITY will endeavor to request all such documenation and information prior to or shortly after December 31, 2022.
2. During the period in which CITY is providing the Financial Operational Services, except as provided in section 2.B.5, the Finance Director of the City of San Pablo, or person acting in the capacity of the Finance Director, will be designated the depositary and custodian of AUTHORITY funds and will serve as treasurer and controller/auditor for AUTHORITY in accordance with the requirements of section 6505 of the California Government Code.
3. CITY shall perform Financial Operational Services set forth below in Section 2.B.4 for the monthly service fee set forth in Section 3.A. AUTHORITY shall reimburse CITY for any Special Services provided at the established hourly rates, including any additional financial services needed to transfer Financial Operational Services to AUTHORITY.
4. Except as provided in Section 2.B.5, CITY staff will provide the following Financial Operational Services under the joint authority of the San Pablo Finance Director and the AUTHORITY Executive Director:
a. Receive and receipt for all AUTHORITY money and place it in the fund designated to the credit of AUTHORITY;
b. From such fund, provide treasury, accounting, payroll and associated payroll deductions, and related support services to AUTHORITY and AUTHORITY staff;
c. Provide a financial system whereby AUTHORITY staff can track and allocate budgetary expenses, thus enabling AUTHORITY staff to prepare accounts payable invoices and required documentation for CITY execution;
d. Be responsible for the safekeeping of all AUTHORITY funds;
e. Upon receipt of proper authorization and documentation, process all purchase orders and issue checks required for AUTHORITY operations, including those to regular AUTHORITY contractors and vendors;
f. Manage AUTHORITY financial transactions on a fiscally sound basis in accordance with Generally Accepted Accounting Principles (GAAP);
g. At least monthly, provide to AUTHORITY an accounting of revenues received and disbursements occurring since the last reporting period; and
h. Provide any documentation and information that AUTHORITY may reasonably require in order to prepare its fiscal year 2021-2022 and 2022-2023 audits.
5. Notwithstanding anything to the contrary in Section 2.B.4, Financial Operational Services shall not include the receipt, safekeeping, management, accounting or any other financial services related to AUTHORITY’s SB 1383 Funds.
C. Special Services
1. Other related financial services may be requested by the Executive Director of the AUTHORITY and may be undertaken by the CITY personnel upon the approval of the San Pablo City Manager. Those services not specifically mentioned in Section 2.B.4 shall be considered Special Services that are not covered under the monthly fee for Financial Operational Services and shall be reimbursed by AUTHORITY on a time and materials basis.
2. Special Financial Services that shall be provided may include: (a) special financial reporting requirements; (b) grant management; (c) special accounting requirements and system setups; (d) any payroll or fringe benefit-related enrollment or administration; and (e) additional services necessary to effectuate AUTHORITY’s desired transfer of Financial Operational Services from CITY to AUTHORITY.
SECTION 3 - COMPENSATION
A. AUTHORITY agrees to pay CITY, in consideration for the satisfactory performance of Financial Operational Services duties as set forth in Sections 2.B, above, a monthly fee of Two Thousand Four Hundred Eighty Dollars and thirteen cents ($2,659.27).
B. Additionally, AUTHORITY agrees to pay to CITY the following hourly amounts for staff expenses (labor and overhead) for Special Services that are beyond the scope of Financial Operational Services as described in Section 2.B.4 above:
Finance Division Hourly Rate IT and Personnel Divisions Hourly Rate Finance Director $ 142.49 Information Technology Manager $ 108.84 Accounting Manager $ 83.83 IT Administrator $ 69.60
Accountant $ 64.67 IT Technician $ 67.43
Accounting Technician $ 59.85 HR Manager $ 104.86
Fiscal Clerk I/II $ 47.92 Administrative Clerk II $ 42.76
C. Both the monthly fees and the hourly rates set forth in this Section 3 shall increase every July 1 in accordance with increases in the Consumer Price Index (CPI-W) for the San Francisco Bay Area as of April 1 of each year, provided, however, that such increase shall not be less than three (3) percent or more than six (6) percent.
SECTION 4 - TERMINATION
Without limitation to rights or remedies as otherwise exist by law, AUTHORITY or CITY shall have the right to terminate this Amended Agreement for any reason, upon sixty (60) days written notice to the other party.
SECTION 5 - OWNERSHIP OF DOCUMENTS
All documents, files, graphics, and data prepared by CITY at the request of AUTHORITY and in the performance of this agreement, are and shall be the property of AUTHORITY. CITY shall transfer them to AUTHORITY upon request without additional compensation. Any requests for records of AUTHORITY pursuant to the California Public Records Act shall be referred to AUTHORITY for handling.
Alternatively, when theAUTHORITY staff function is discontinued, CITY agrees to maintain required financial and personnel records on behalf of AUTHORITY for as long as is legally required.
SECTION 6 - CONFLICT OF INTEREST
CITY and AUTHORITY jointly covenant that they presently have no interest, and do not anticipate acquiring any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Amended Agreement.
CITY staff shall not engage in any activity for AUTHORITY which is, or may reasonably be expected to become, a conflict of interest as defined under California law or create an incompatibility of office.
Should CITY staff believe that performance of certain duties on behalf of AUTHORITY may conflict with their performance of duties for the City of San Pablo, they will notify the Executive Director within twenty-four (24) hours of identifying the conflict. Thereafter, CITY will refrain from representing AUTHORITY on the pertinent issue until the conflict is resolved.
SECTION 7 - INDEMNITY
Neither CITY nor any of its employees, officers or officials shall be responsible for any damages, foreseen or unforeseen, caused in whole or in part, directly or indirectly, by the services rendered by CITY staff, including possible loss of AUTHORITY data. AUTHORITY shall indemnify, defend and hold CITY, its officers, employees, agents and volunteers harmless from and against any and all liability, claims, suits, actions, damages, and causes of action, foreseen or unforeseen, arising from or in any way connected to the performance of this Agreement, including but not limited to payroll processing, invoicing, grant management, damage to or destruction of any backup tapes stored on CITY property, loss of AUTHORITY data, or any violation of any federal, state, or municipal law ordinance. Notwithstanding the foregoing, AUTHORITY shall not be required to indemnify and hold CITY harmless for any claims, demands, causes of action, lawsuits, liabilities, losses, damages, expense costs (including attorney’s fees and costs) resulting from active negligence or intentional misconduct of CITY.
It is understood that the duty of AUTHORITY to indemnify and hold harmless includes the duty to defend as set forth in section 2778 of the California Civil Code.
SECTION 8 - NON-DISCRIMINATION
CITY warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither CITY nor any of its subcontractors shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical disability, medical condition, marital status, sex, age, or sexual orientation unless based on a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act.
SECTION 9 - LITIGATION ASSISTANCE
CITY shall testify at AUTHORITY’s request in the event of litigation involving AUTHORITY in connection with CITY’S services under this Amended Agreement or in a matter where CITY’S knowledge and expertise is needed. Unless the action is brought by CITY or is based upon CITY’S wrongdoing, AUTHORITY shall compensate CITY for preparation of testimony, and travel at the established hourly rate as set forth in Section 3 for special projects and assignments beyond the scope of this Amended Agreement, including any legal fees or inhouse legal costs.
SECTION 10 - COSTS AND ATTORNEYS’ FEES
In the event of any action or actions to enforce the provisions of this Amended Agreement, attorneys’ fees in an amount not to exceed One Hundred Seventy Dollars ($170.00) per hour per attorney, and in total amount not exceeding Ten Thousand Dollars ($10,000.00), shall be recoverable as costs (by the filing of a cost bill) by the prevailing party. The above Ten Thousand Dollar ($10,000.00) limit is the total of attorneys’ fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this agreement that neither party shall have to pay the other more than Ten Thousand Dollars ($10,000.00) for attorneys’ fees arising out of an action, or actions to enforce the provisions of this Amended Agreement.
SECTION 11 - MEDIATION
Should a dispute arise out of this Amended Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within thirty (30) days of a request.
The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by either the American Arbitration Association or Judicial Arbitration Mediation Services (JAMS) or other agreed-upon service.
The mediator shall then be selected by a “blindfolded” process.
The cost of mediation shall be borne equally by the parties. No party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a settlement. The mediation process shall last until agreement is reached but not more than sixty days, unless extended by the parties.
SECTION 12 - ARBITRATION
After mediation above, and upon agreement of the parties, any dispute or claim arising out of or relating to this Amended Agreement may be settled by binding arbitration in accordance with the Rules of the American Arbitration Association or JAMS. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The costs of arbitration shall be borne equally by the parties.
SECTION 13 - WAIVERS
The waiver by either party of any breach or violation of any term, covenant, or condition of this agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this Amended Agreement or of any applicable law or ordinance.
SECTION 14 - NOTICES
All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:
To AUTHORITY:
Peter Holtzclaw, Executive Director
WCCIWMA
3220 Blume Dr. – Suite 198
Richmond, CA 94806
To CITY:
Matt Rodriguez, City Manager
CITY OF SAN PABLO
1000 Gateway Avenue
San Pablo, CA 94806
SECTION 15 - AGREEMENT CONTAINS ALL UNDERSTANDINGS
This document represents the entire and integrated agreement between AUTHORITY and CITY and supersedes all prior negotiations, representations, and agreements, either written or oral.
This document may be amended only by written instrument, signed by both AUTHORITY and CITY.
SECTION 16 - GOVERNING LAW
This Amended Agreement shall be governed by the laws of the state of California.
IN WITNESS WHEREOF, AUTHORITY and CITY have executed this Amended Agreement the day and year first written above.
CITY OF SAN PABLO
Dated: By:
MATT RODRIGUEZ
CITY MANAGER
APPROVED AS TO FORM:
By:
TERESA STRICKER
CITY ATTORNEY
ATTEST:
By:
DOROTHY GANTT, CITY CLERK
WEST CONTRA COSTA INTEGRATED WASTE
MANAGEMENT AUTHORITY
Dated: By:
PETER HOLTZCLAW
EXECUTIVE DIRECTOR
APPROVED AS TO FORM:
By:
JOHN BAKKER
AUTHORITY COUNSEL
5106977.4