HomeMy WebLinkAbout07. Approve Acct and Admin Svcs Agmt w-SEACCAItem No.
TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGER
BY. ANIL GANDHY, FINANCE DIRECTOR
DATE: JULY 24, 2018
SUBJECT: ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE
CITY OF DOWNEY AND THE SOUTHEAST AREA ANIMAL CONTROL
AUTHORITY (SEAACA).
RECOMMENDATION
BACKGROUND
DISCUSSION
CITY COUNCIL PRIORITY
AMENDMENT TO SEAACA AGREEMENT
JULY 24, 2018
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FISCAL IMPACT;
The City's fiscal year 2018-2019 annual fee to provide administrative services for SEAACA
is $102,700 and is adjusted annually on July 1 based on the March to March Los Angeles
Area Consumer PriceIndex (CPI) for all urban consumers at a rate not to exceed 3%.
ATTACHMENTS
Attachment A Administrative Services Agreement between the City of Downey and
Southeast Area Animal
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ACCOUNTING AND ADMINISTRATIVE SERVICES
AGREEMENT BY AND BETWEEN THE CITY OF DOWNEY AND THE
SOUTHEAST AREA ANIMAL CONTROL AUTHORITY
1. PARTIES AND DATE.
This Agreement is made and entered into this 24th day of July, 2018 by and between
the City of Downey, a California municipal corporation and charter city with its principal
place of business at 11111 Brookshire Avenue, Downey California 90241 ("City") and the
Southeast Area Animal Control Authority, a Joint Powers Authority formed pursuant to the
laws of the State of California, with its principal place of business at 9777 Seaaca Street,
Downey, CA 90241 ("SEAACA"). City and SEAACA are sometimes individually referred to
as "Party" and collectively as "Parties."
2. RECITALS.
2.1.1 City is a municipal corporation and charter city.
2.1.2 SEAACA is a Joint Powers Authority whose membership comprises of the cities
of Bell Gardens, Downey, Montebello, Norwalk, Paramount, Pico Rivera, Santa Fe
Springs and South El Monte and contracts for animal control and sheltering services with
the Cities of Bellflower, Buena Park, La Palma, Lakewood, South Gate and Vernon.
2.1.3 Section 3.D of the original Joint Powers Authority Agreement establishing
SEAACA as a joint powers agency dated January 19th, 1976, provides "that the Director of
Finance of the City of Downey shall serve as the Treasurer of the Southeast Area Animal
Control Authority (SEAACA)".
2.1.4 The City currently performs Accounting and Administrative Services on behalf
of SEAACA relating to payroll, financial reporting and other administrative/financial
services for which a fee is paid.
2.1.5 SEAACA "Resolution No. 157, adopted by SEAACA's Board of Commissioners,
and approved by SEAACA Administrative Committee Members, on April 17, 2014,
updated the fee for Accounting and Administrative Services paid to City.
2.1.6 The Parties desire to : have an agreement summarizing the Parties'
understanding of the specific Accounting and Administrative Services City will perform on
behalf of SEAACA and the obligations of each Party related to such services.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. City agrees to furnish to SEAACA all labor,
materials, tools, equipment, services, and incidental and customary work necessary to
provide Accounting and Administrative Services ("Services") as specifically described herein.
The Services are more particularly described in Exhibit "A° attached hereto and "incorporated
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ATTACHMENT A
herein by reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, all generally
accepted accounting procedures, and all applicable local, state and federal laws, rules and
regulations. Regulatory requirement changes that after the scope or extent of services will
require an amendment to this agreement. .
3.1.2 Term. The term of this Agreement shall commence on June 12 2018
and continue until or unless terminated as provided herein. City shall complete the Services
within the term of this Agreement, and shall meet any other established schedules and
deadlines.
3.2 Responsibilities of City.
3.2.1 Control and Pa merit of Subordinates Inde endent Contractor. The
Services shall be performed by City or under its supervision. City will determine the means,
methods and details of performing the Services subject to the requirements of this
Agreement. SEAACA retains City to perform the Services as an independent contractor
basis and not as an employee, partner or joint venturer. Any additional City personnel
performing the Services under this Agreement shall not be employees of SE CA and shall
at all times he unifier City's exclusive direction and control. City shall pay all wages, salaries,
and other amounts due such City personnel in connection with their performance of Services
under this Agreement and as required by law. City shall be responsible for all reports and
obligations; respecting such additional city personnel, including, but not limited to: social
security taxes, income tax withholding, unemployment insurance, disability insurance, and
workers' compensation insurance.
3.2.2 City's Representative. The City hereby designates the City Finance
Director or his or her designee, to act as its representative for the performance of this
Agreement ("City's Representative"). City's Representative shall have the power to act on
behalf of the City for all purposes under this Agreement.
3.2.3 SE CA's Representative: SE CA hereby designates the SEAACA
Executive Director, or his or her designee, to act as its representative for the performance of
this Agreement ("SEAACA's Representative"). SE CA's Representative shall have full
authority to represent and act on behalf of the SE CA" for all purposes under this
Agreement.
3.2.4 Insurance.
3.2.4.1 Self -Insured. The Parties each self-insured and belong to
a certified risk pool which provides liability coverage at limits no less than:
a) Commercial General Liability:
$1,0,00,000 per occurrence for bodily injury, personal and advertising _injury and
property damage;
b) Automobile Liability:
$1,000,000 per accident for bodily injury and property damage;
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c) Workers' Compensation:
Statutory, as required by the State of California;
d) Employer's Liability:
$1,000,000 per accident for bodily injury or disease; and
e) Cyber Liability:
$1,000,000 minimum per occurrence.
3.3 Fees and Payments.
3.3.1 Compensation. City shall receive compensation, including
reimbursements authorized in advance by SEAACA, for all Services rendered under this
Agreement pursuant to Exhibit "B" attached hereto and incorporated herein by reference.
Compensation to City shall be adjusted pursuant to Exhibit "B".
3.3.2 Pa ' ment` of Compensation. Each Fiscal Year, in accordance with
SEAACA's Boardof Commissioners Resolution 157, the new annual rate for the Scope of
Services which includes the CPI adjustment as set forth in Exhibit B, will be "calculated by
SEAACA. SEAACA gives CITY authorization to deduct from SEAACA's Administrative
Overhead Account Number 451, on the first of each month of the new fiscal year, 1/12th of
the annual compensation due to CITY until the total amount is paid in full to CITY. In the
event that Resolution No. 157 is amended to reduce the CITY's compensation, CITY shall
have the right to terminate this Agreement pursuant to Section 3.4.1, and the compensation
in place immediately prior to the amendment of Resolution No. 157 shall remain in effect
through the effective date of termination. If Resolution No. 157 is repealed and no prior
amendment is in place for the provision of compensation to City for the Scope of Services
provided in this Agreement, the City may immediately terminate this Agreement and City shall
not be obligated to comply with Section 3.4.1.
3.3.3 Reimbursement for Expenses. City shall be reimbursed for any out-of-
pocket expenses or costs authorized in writing` by SEAACA. SEAACA shall be reimbursed for
any out of pocket expenses or costs authorized in advance and in writing by CITY and
incurred on CITY's behalf.
3.3.4 SEAACA Com gnsation. Beginning on the first of each month of the new
Fiscal Year, ;1112"' of CITY's portion of the annual Accounting and Administrative Services fee
shall be transferred to SEAACA Account No. 95-3-6830.
3.4 General Provisions.
3.4.1 Termination of Agreement.
Either Party may, by written notice to the other Party, terminate the whole or any part
of this Agreement at any time either for cause or without cause by giving written notice to the
other Party of such termination, and specifying the effective date thereof, at least one
hundred and eighty days (180) days before the effective date of such termination.
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SEAACA shall, within twenty one (21) calendar days following the effective date of
termination, pay the City for all services rendered and all previously authorized reimbursable
costs incurred by City up to the effective date of termination, in accordance with the payment
provisions of this Agreement.
3.4. 2 Effect of Termination_ If this Agreement is terminated as provided
herein, SEAACA shall require City to provide all finished or unfinished Documents and Data
as defined herein prepared by City; in connection with the performance of Services under this
Agreement. City shall be required to provide such Documents and Data at SEAACA's
request by a mutually agreeable date but within 30 (thirty) calendar days unless City provides
notice to SEAACA of any extenuating delays.; If City is required to incur costs from a third -
party or software provider to provide such Documents and Data, CITY shall provide notice
and cost estimates sates to SEAACA in advance, and SEAACA shall determine whether or not to
authorize such services.
3.4.3 Delivery of Notices. All notices permitted or required; under this
Agreement shall be given to the respective Parties at the following address, or at such other
address as the respective Parties may provide in writing for this purpose:
SEAACA:
SEAACA
9777 Seaaca Street
Downey, California 90241
Phone: (562) 803-3301
Fax: (562) 803-3676
Attn: Executive Director
City:
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
Fax: (562) 923-6388
Attn: City Manager
With a courtesy copy to:
City of Downey
City Attorney's Office
11111 Brookshire Avenue
Downey, California 90241
SEAACA-
Manager, Human Resources/ Finance
9777 Seaaca Street
Downey, CA 90241
and other related costs and expenses. SEAACA's obligation to indemnify shall not be
restricted to insurance proceeds, if any, received by the City, its officials, officers, employees,
and agents or volunteers.
3.4.8 Entire Agreement. This Accounting and AdMinl6 idt►ve Services
Agreement contains the entire Agreement of the parties with respect to the subject matter
hereof, and supersedes all prior negotiations, understandings or agreements (excludes the
Joint Exercise of Powers Agreement ("JPA") extended through 2020).
3.4.9 Governing Law: This Agreement shall be governed by the laws of the
State of California. Venue shall be the courts in Los Angeles County.
3.4.10 Time of Essence. Time is of the essence for each and every provision
of this Agreement.
3.4.11 Successors and Assigns. This agreement shall be binding on the
successors and assigns of the parties.
3.4.12 Assignment or Transfer. Neither party shall assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without
the prior written consent of the other party. Any attempt to do so shall be null and void, and
any assignees, hypothecates or transferees shall acquire no right or interest by reason of
such attempted assignment, hypothecation or transfer.
3.4.13 Construction- References 'Ca tions. Since the Parties or their agents
have participated fully in the preparation of this Agreement, the language of this Agreement
shall be construed simply, according to its fair meaning, and not strictly for or against any
Party. Any term referencing time, days or period for performance shall be deemed calendar
days and not work days. All references to SE CA include all personnel, employees,
agents, and subcontractors of SE CA, except as otherwise specified in this Agreement. All
references to City include its elected officials, officers, employees, agents and volunteers
except: as otherwise specified in this Agreement. The captions of the various articles and
paragraphs are for convenience and ease of reference only, and do not define, limit,
augment, or describe the scope, content, or intent of this Agreement.
3.4.14 Amendment, Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by; both Parties.
3.4. 15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual -rights -by custom, estoppel, or otherwise.
3.4.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.4.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.4.19 Equal Qpportunity Employment. Each Party represents that they are an
equal opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age. Such "non-discrimination shall include, but not be limited to, all activities
related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising,layoff or termination.
3.4.20 Labor Certification. By its signature hereunder, each Party certifies that
it is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.4.21 Authority to Enter Agreement. Each Party has the requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each
Party warrants that the individuals who have signed this Agreement have the legal power,
right, and authority to make this Agreement and bind each respective Party.
3.4.22 Counterparts. This Agreement may be executed in counterparts, each
of which shall constitute one and the same instrument.
3.4.23 Effect of Conflict. In the event of any conflict, inconsistency, or
incongruity between any provision of this Agreement, any of its exhibits, attachments,
purchase order, or notice to proceed, the provisions of this Agreement will govern and
control.
3.4.24 Severability. In� the event that any one or more of the phrases,
sentences, clauses, paragraphs, or sections contained in this Accounting and Administrative
`Services Agreement shall be declared invalid or unenforceable by a valid judgment or decree
of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of
the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which
are hereby -declared as severable and shall be interpreted to carry out the intent of the
Parties hereunder unless the invalid provision is so material that its invalidity deprives either
Party of the basic benefit of their bargain or renders this Agreement meaningless.
3.5 Subcontracting.
3.5.1 Prior Approval Required. City shall not subcontract any portion of the
work required by this Agreement, except as expressly stated herein, without prior written
approval of SEAACA.
CITY OF DOWNEY, a SEAACA, a Joint Powers Agency
California municipal corporation
and charter city
Attest: Attest:
Approved as to Form: Approved as to Form:
Ex IBIT "A"
SCOPE OF SERVICES
1. �� GENERAL LEDGER
Departmental expenditure weekly reports
f. • t t t � • t i i i •
�. i t t t • ••. • • • •
�. • ! . i'! i ' lei .f ' i f i '
Input daily reports,• SEAACA documentation
Bank i i
II. ACCOUNTS PAYABLE
Export vendor information for federal form 1099 and transmit to IRS
Process accounts payable checks per SEAACA documentation within an acceptable time
frame (not to exceed 45 forty five business days) or CITY may incur costs of late payment
fees.
Produce warrant register
Export vendor/contractor information for California form DE542 and transmit to State Board of
Equalization
Upon receipt of vendor information (via check request, PSR or other appropriate
documentation), produce W -9s
III. PAYROLL AND HUMAN RESOURCES
Data entry of personnel status reports and changes into City accounting system
Data entry for Pay Tables in City accounting system
Data entry of federal W-4 withholdings per SEAACA documentation
Process payroll checks l Direct Deposit per SEAACA documentation
Data entry of Payroll Time Sheets per SEAACA documentation
Retirement wire transfers per SEAACA instructions and documentation
Export SEAACA employee information for federal form W-2 and transmit via U.S. mail to
SEAACA employees. Copies will be provided if the mailed W2s"are not received.
City prints forms for federal ACA form 1096 (or equivalent); SEAACA completes forms &
submits
City prints forms for 1095-C ACA extract report (py1095CExt); SEAACA completes forms &
submits
City prints forms for ACA FORM 1095-C employer provided health insurance offer and
coverage for employees; SEAACA completes forms & submits
City prints forms for federal F941 (Quarterly tax filing to the IRS) and transmits to IRS
City prints forms for California DE 6 (Quarterly tax filing to the State) and transmits to State
Board of Equalization
City transmits retirement data/fund from payroll for designated employees to PARS
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Vlll. ACCOUNT RECEIVABLE
Issue accounts receivable invoices for Member cities and contract cities per information
provided by SEAACA
Issue accounts receivable invoices for residents for SEAACA services per information
provided by SEAACA
Issue accounts receivable delinquent accounts for collection on a monthly basis
Collect and process payments for SEAACA invoices issued
Correspond with SEAACA or customers to address invoice/billing inquiries
Implement SEAACA-adopted equity accounts policy.
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t RECEIPT ,
Post cash receipts per SEAACA daily reports
Cash basis data entry - reconciliation of receipts from Quadrant into EDEN financia.
traisactio-ts
X. MISCELLANEOUS SERVICES
City and SEAACA will respond to communications in a'timely manner
City and SEAACA will maintain an open line of communication
City and SEAACA will schedule regular meetings to discuss/review items of importance,
including an end -of -fiscal year meeting to ensure revenues and expenditures are recorded in
the appropriate fiscal year
City will provide standard EDEN reports as requested
Loan Wire Transfers
Input transaction report from SEAACA credit card machine processing report
Reconciliation of spay/neuter deposit account including refunds and forfeits
Provide SEAACA access to City fuel in Maintenance yard; City to perform monthly allocation
of fuel expense
SEAACA Agency Payroll Exposure form (APER)
SEAACA Agency Underwriting Form (AUIR)
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EXHIBIT
COMPENSATION
As adopted and approved on April 17, 2014 via SEAACA:Resolution No. 157, A Resolution of
the Board of Commissioners of the Southeast Area Animal Control Authority Approving a
Payment Schedule to the 'City of Downey for Accounting and Administrative Services, the
compensation paid to City for the Services as set forth in Exhibit "A" is $102,700 for Fiscal
Year July 1, 2017 through June 30, 2018. Compensation shall : be adjusted annually,
coinciding with the start of each new fiscal year (July 1), based on the March to March Los
Angeles Area Consumer Price Index (CPI) for all urban consumers at a rate not to exceed
three percent (3%). The parties agree that the compensation structure in this Exhibit "B" may
only be amended by written amendment to this Agreement pursuant to Section 3.4.14 herein
and shall not be affected by any amendments to Resolution No. 157.
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