CC 2016-03-22_09d Agreement_Billing Services SSLOCSD
MEMORANDUM
TO: CITY COUNCIL
FROM: DEBBIE MALICOAT, DIRECTOR OF ADMINISTRATIVE SERVICES
SUBJECT: CONSIDERATION OF AN AGREEMENT TO PROVIDE BILLING
SERVICES TO THE SOUTH SAN LUIS OBISPO COUNTY SANITATION
DISTRICT
DATE: MARCH 22, 2016
RECOMMENDATION:
It is recommended the City Council approve an agreement with the South San Luis
Obispo County Sanitation District (SSLOCSD) to provide billing services.
IMPACT ON FINANCIAL AND PERSONNEL RESOURCES:
Approximately $20,000 in revenue will be received from SSLOCSD annually for this
service.
BACKGROUND:
SSLOCSD provides wastewater collection and treatment services to account holders
within the jurisdiction of its member agencies, which includes the City of Arroyo Grande,
City of Grover Beach and Oceano Community Services District. For many years, the
City of Arroyo Grande has provided billing services to account holders within the City,
including the charges on the bi-monthly water and sewer bills sent by the City. Up to
this time, no formal written agreement has been found for providing this service.
ANALYSIS OF ISSUES:
The attached Agreement for Billing Services (Agreement) formalizes the ongoing
arrangement that the City and SSLOCSD have had for a number of years, where the
City provides billing, collection and remittance of fees for account holders located within
the City of Arroyo Grande for SSLOCSD. It also formalizes the compensation the City
will receive for these services. It includes an annual “base fee” of $15,000 plus a per
account fee of $0.25 per account, per billing period. The Agreement will remain in effect
until terminated by either Party. The City understands that the SSLOCSD is pursuing
the possibility of collecting their fees through the County via the property tax in the
future.
Item 9.d. - Page 1
CITY COUNCIL
CONSIDERATION OF AN AGREEMENT TO PROVIDE BILLING SERVICES TO THE
SOUTH SAN LUIS OBISPO COUNTY SANITATION DISTRICT
MARCH 22, 2016
PAGE 2
ALTERNATIVES:
The following alternatives are provided for City Council consideration:
1. Approve the Agreement for Billing Services
2. Do not approve the Agreement; or
3. Provide direction to staff.
ADVANTAGES:
Approval of the Agreement will formalize the ongoing billing relationship between the
City and the SSLOCSD.
DISADVANTAGES:
There are no disadvantages identified at this time.
ENVIRONMENTAL REVIEW:
No environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted in front of City Hall on Thursday, March 16, 2016. The Agenda
and report were posted on the City’s website on Friday, March 17, 2016.
Item 9.d. - Page 2
AGREEMENT FOR BILLING SERVICES
THIS SHORT-TERM AGREEMENT FOR BILLING SERVICES ("Agreement") is made
and effective on the last date executed ("Effective Date") by and between the SOUTH SAN
LUIS OBISPO COUNTY SANITATION DISTRICT, a county sanitation district
("SSLOCSD"), and THE CITY OF ARROYO GRANDE, a Municipal Corporation ("CITY")
(collectively, the "Parties").
WHEREAS, SSLOCSD provides wastewater collection and treatment services
("SSLOCSD Services") to account holders within the jurisdiction of its member agencies; and
WHEREAS, CITY is a member agency of SSLOCSD; and
WHEREAS, CITY has provided billing services to account holders receiving SSLOCSD
Services within CITY's jurisdiction for many years ("Billing Services"); and
WHEREAS, SSLOCSD desires that CITY provide these Billing Services as provided in
this Agreement; and
WHEREAS, CITY agrees to provide Billing Services to SSLOCSD as provided in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein,
the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. INCORPORATION OF RECITALS.
1.1 Incorporation of Recitals. SSLOCSD and CITY agree the foregoing Recitals are
true and correct and are hereby incorporated by reference.
2. TERM.
2.1 Term. The initial term of this Agreement shall begin on the Effective Date and
shall remain in effect until terminated by either Party or by both Parties pursuant to Section 6.
3. SERVICES.
3.1 Billing Services. CITY agrees to do all of the following:
3.1.1 At least bi-monthly (that is, once every two months), bill accounts within CITY's
jurisdiction receiving SSLOCSD Services ("SSLOCSD Charges"). Unless otherwise agreed,
CITY's bill shall include (1) a description of the service provided by SSLOCSD; (2) period for
which the service was provided; (3) address of the property; (4) name of the customer(s); (5)
name of the property owner; ( 6) address of the property owner; and (7) amount, if any, that the
account is delinquent.
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Item 9.d. - Page 3
3.1.2 At least bi-monthly (that is, once every two months), collect all SSLOCSD
Charges billed by CITY.
3.1.3 At least bi-monthly (that is, once every two months), collect approved fees for all
new connections for SSLOCSD Services ("New Connection Fees").
3.1.4 At least bi-monthly (that is, once every two months), remit to SSLOCSD all
SSLOCSD Charges and New Connection Fees received by CITY. -
3.1.5 From time to time, as requested by SSLOCSD, provide SSLOCSD with the
information contained in paragraph 3 .1.1 for each account. Such information shall be provided
in a mutually convenient electronic format.
4. SERVICE FEE.
4.1 Service Fee. For Billing Services provided, SSLOCSD agrees to pay CITY a fee
as set forth in this Section ("Service Fee"). The Service Fee consists of an Annual Base Fee and
a Per Account Fee, as defined below:
4.1.1 Annual Base Fee. The Annual Base Fee shall be $15,000.00. SSLOCSD shall
pay CITY the Annual Base Fee in equal monthly installments of$1,250.
4.1.2 Per Account Fee. The Per Account Fee shall be charged at the rate of $0.25 per
account, per billing period. The Per Account Fee shall be based on the actual number of accounts
billed by CITY in each billing period.
5. PAYMENT TERMS.
5.1 Invoice. CITY shall provide SSLOCSD with a monthly invoice for the Service
Fee ("Invoice"). The Invoice shall include the following details: (I) a single installment of the
Annual Base Fee, as set forth in Section 4.1.1; (2) the actual number of accounts billed
SSLOCSD Charges in the billing period covered by the Invoice; and (3) the number of New
Connection Fees collected. The Service Fee shall be due and payable within thirty (30) days of
SSLOCSD's receipt of the Invoice or of SSLOCSD's receipt of all SSLOCSD Charges and New
Connection Fees for the billing petiod covered in the Invoice, whichever is later.
5.2 Remittance of SSLOCSD Charges and New Connection Fees. CITY shall
remit SSLOCSD Charges and New Connection Fees to SSLOCSD together with the Invoice and
on the same schedule as set forth in Section 5.1. This means that CITY shall remit SSLOCSD
Charges and New Connection Fees to SSLOCSD prior to receiving the Service Fee for that
billing period.
6. TERMINATION.
6.1 -Termination Without Cause. Either party may terminate this Agreement, for
any or no reason, upon sixty (60) days written notice to the other party. In the event of a
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Item 9.d. - Page 4
termination, the date of termination shall be deemed to be the first business day occurring after
the expiration of the notice period.
6.2 Termination With Cause. Either party may terminate this Agreement upon
thirty (30) days written notice if the other party commits a material breach ofthis Agreement and
fails to cure such breach within the notice period. fu the event of a termination, the date of
termination shall be deemed to be the first business day occurring after the expiration of the
notice period.
6.3 Termination Upon Mutual Consent. This Agreement may also be terminated
by mutual consent of the Parties and in accordance with the terms and conditions of any plan of
termination established by the Parties. fu the event of a termination by mutual consent, the date
of termination shall be such date as is agreed upon by the Parties. The Parties may agree to
suspend or terminate a portion of this Agreement and such suspension or termination shall not
make void or invalidate the remainder of this Agreement.
6.4 Payment Upon Termination. fu the event this Agreement is terminated pursuant
to this Section, CITY shall remit SSLOCSD Charges and New Connection Fees collected to date
and submit a final fuvoice for the outstanding balance owed for Billing Services performed up to
the date of termination. CITY shall submit a final fuvoice to SSLCOSD according to the
schedule set forth in Section 5 .1. The date of termination shall be deemed to be the first business
day occurring after the expiration of the notice period.
7. GENERAL PROVISIONS.
7.1 Further Assurances. SSLOCSD and CITY each agree to cooperate with one
another, to use their best efforts, to act in good faith, and to promptly perform such acts and
execute such documents or instruments as are reasonably necessary and proper to consummate
the transactions contemplated by this Agreement.
7 .2 . Notices. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given on the date of service
if personally served or on the second day after mailing if mailed by first-class mail, registered or
certified, return receipt requested, postage prepaid and properly addressed as follows:
SSLOCSD:
John Clemons, District Administrator
South San Luis Obispo County Sanitation District
P.O. Box 339
Oceano, CA 93475
P: (805) 489-6670
F: (805) 489-2765
CITY:
CITY OF ARROYO GRANDE
CITY MANAGER
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Item 9.d. - Page 5
300 E. BRANCH STREET
ARROYO GRANDE, CA 93420
Any party may change their address for the purpose of this paragraph by giving the other party
written notice of the new address in the above manner.
7.3 Waiver. No waiver of a provision of this Agreement shall constitute a waiver of
any other provision, whether or not similar. No waiver shall constitute a continuing waiver. No
waiver shall be binding unless executed in writing by the party making the waiver.
7.4 Force Majeure. Neither SSLOCSD nor CITY shall be liable for any delays
resulting from circumstances or causes beyond its reasonable control, including, without
limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, or any
law, order or requirement of any governmental agency or authority.
7 .5 Construction of Terms. All parts of this Agreement shall in all cases be
construed according to their plain meaning and shall not be construed in favor or against either of
the parties.
7.6 Controlling Law. The Parties understand and agree that the laws of the State of
California shall govern the rights, obligations, duties and liabilities of the parties to this
Agreement and also govern the interpretation of this Agreement, with venue proper only in the
County of San Luis Obispo, State of California.
7. 7 Authorization. All officers and individuals executing this and other docriments
on behalf of the respective Parties hereby certify and warrant that they have the capacity and
have been duly authorized to execute said documents on behalf of the entities indicated.
7.8 Entire Agreement. This Agreement constitutes the entire Agreement between
the Parties and supersedes all prior and contemporaneous agreements, representations and
understandings of the Parties. This Agreement may only be altered, amended or modified in
writing executed by the Parties to this Agreement and by no other means. Each party waives any
future right to claim, contest, or assert that this Agreement was modified, canceled, superseded,
or changed by any oral agreement, course of conduct, waiver or estoppel.
7.16 Counterparts. This Agreement may be executed in counterparts, each of which
shall remain in full force and effect as to each party.
7.17 Assignment. CITY shall not assign the performance of this Agreement, nor any
part thereof, without prior written consent of SSLOCSD.
IN WITNESS WHEREOF, the parties have executed this Agreement.
(signatures appear on the next page)
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Item 9.d. - Page 6
"SSLOCSD"
South San Luis Obispo County Sanitation District
APPROVED AS TO FORM:
South San Luis Obispo County Sanitation District
By:~12f.~ WendYsto~q[.
District Co-el
Date: _D_~_J-"'/ /_l~J ___ _
"CITY"
City of Arroyo Grande
By: __________ _
Jim Hill, Mayor
Attest:
Kelly Wetmore, City Clerk
APPROVED AS TO FORM:
City of Arroyo Grande
By: ___________ _
Heather Whitham, City .Attorney
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