1 JOINT POWERS AGREEMENT FOR FIRE SERVICES [PL No. 88083]
JOINT POWERS
AGREEMENT FOR
FIRE SERVICES
City of Napa Agreement
No.
Napa County
Agreement
No.
American Canyon Fire Protection District
Agreement
No.
City Budget Code: Various operating and
project
expenditure
accounts
This
Joint Powers
Agreement (this “Agreement”) is made and entered into by and between the CITY OF NAPA, a California charter city ("
Napa
"), NAPA COUNTY, a
political subdivision of the State of California ("County") ,
and
AMERICAN CANYON
FIRE PRO
TECTION DISTRICT
,
a subsidiary special district of the City of American
Canyon (“District”)
on the
d
ate
(the “Effective Date”)
identified on the signature page.
Napa,
County
,
and District
may be hereinafter individually identified as “Party,” or collective
ly, as “Parties.”
RECITALS
1. WHEREAS,
pursuant to the Joint Exercise of Powers Act (Government Code section 6500 et seq.), two or more public agencies may by agreement jointly exercise any power common to each of the agencies; and
2. WHEREAS
, Government Code section 6502 provides that by such agreement, the parties may jointly exercise their common powers within their own or each others’ geographic jurisdictions; and
3. WHEREAS
, Government Code section 6504 provides that to implement the common
purpose the parties to such agreement may designate one of the parties, in lieu of an independent agency, to receive from the other p
arties and disburse payments
or advances of public funds, personnel, equipment, or property; and
4. WHEREAS
,
WHEREAS, the Pa
rties to this Agreement recognize the benefits of
fire resource sharing and collaboration for the purposes of enhancing fire protection and emergency response services (“Fire Services”) to the jurisdictions that are parties to this Agreement.
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2 JOINT POWERS AGREEMENT FOR FIRE SERVICES [PL No. 88083]
5. WHEREAS
, o
n
occasion, the Parties do not have sufficient staffing, equipment, and/or other resources to perform
, support
,
or enhance
their services in their respective
boundaries and service
areas, and
seek the assistance of other local agencies to
meet
those needs
.
6. WHEREAS
, th
e
P
arties
desire to enter into
an agreement
for the provision of
shared and cooperative
F
ire
S
ervices and functions
under the terms and
provisions
provided
herein.
NOW,
THEREFORE,
Napa,
the
County,
and
the
District, for the mutual
consideration described herein, agree as follows:
1. REQUEST FOR
SERVICES
.
1.1. Services Provided on Case
-
By
-
Case Basis
.
Fire
S
ervices may be
provided by one
or more
Part
ies
to another Party
participating in this Agreement
on a
case
-
by
-
case basis as such cases are identified and agreed upon by the Parties in accordance with the procedures set forth herein.
Nothing contained herein is intended
to alter or replace language specific to existing Mutual Aid, Automatic Aid, Assist ance
by Hire (
“
ABH
”
)
,
or other agreements between participating agencies.
1.2. Process for Making a Request
.
A Party may request (“Requesting
Party”) Fire
S
ervices from the other Party (“Assisting Party”) by submitting a written request to the Assisting Party’
s
Fire Chief or
A
uthorized
R
epresentative at least
twenty
(
20 )
business days prior to the date the requested services are expected to commence .
The request for
Fire S
ervices shall specify the scope of the services, the personnel, equipment and/or materials
requested, the dates for which the services are requested (including the number of hours of per day), and the location of the services. Within five
(
5 )
business days from receipt of the Requesting Party’s request, the Assisting Party shall notify the Requ
esting Party whether it accepts or rejects the request. The decision to accept or reject a request shall be made at the sole discretion of the Assisting Party’s Fire Chief.
Untimely requests may be considered at the sole discretion of the Assisting Party’s
Fire Chief
.
2. RESPONSIBILITIES OF REQUESTING PARTY.
The Requesting Party shall be
responsible for the safekeeping of equipment provided by the Assisting Party and shall promptly return such equipment to the Assisting Party to the location specified by the
Assisting Party (unless the Assisting Party agrees to retrieve the equipment) and in the same condition as it was received by the Requesting Party. Any damage caused by the requesting party while the equipment is under their care shall be repaired at the
expense of the requesting party.
3. COMPENSATION.
The Requesting Party shall pay the Assisting Party for all costs incurred by the Assisting Party in providing services to the Requesting Party pursuant to this Agreement. Compensation for staf
f time shall be the then
-
current fully burdened
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3 JOINT POWERS AGREEMENT FOR FIRE SERVICES [PL No. 88083]
overhead rate (the “Fully Burdened Overhead Rate”) for the Assisting Party’s employee performing the services. The Fully Burdened Overhead Rate is an hourly billable rate that captures all of the Assisting Pa
rty’s costs (direct and indirect) associated with an
employee, over and above gross compensation or payroll costs. Typical costs associated with the Fully Burdened Overhead Rate include payroll taxes, worker's compensation, health insurance, paid time off,
pension contributions, other benefits, and
indirect costs including departmental and agency
-
wide administrative overhead
allocations. The applicable Fully Burdened Overhead Rate will depend on the employee performing the services as each employee has a di
fferent Fully Burdened Overhead
Rate that is calculated based on that particular employee’s salary and benefits. Each Party shall document and provide to the other Party, along with each invoice, the method/formula on which the Party relies for calculating
the Fully Burdened Overhead
Rate for its
employees.
Compensation for materials shall be the Assisting Party’s actual cost for acquiring the materials. Compensation for equipment shall be the applicable prorated monthly rental fleet rate for each piece of
equipment.
4. BILLING AND PAYMENT
.
Within
thirty (
30 )
days of completion of a task, the Assisting
Party shall submit an invoice
(“Invoice”).
to the Requesting Party for the
Fire S
ervices
provided by that Party pursuant to this Agreement The Invoice shall id entify the services
performed, the dates of such services and the charges therefor, based upon the rates set forth in Section 3 of this Agreement. Payments of any undisputed amounts shall be due within thirty days after receipt of the Invoice. If any
Party
disputes any portion of the
Invoice submitted by
an
other Party, that Party shall provide written notice of the dispute to the other Party within thirty
(30)
days after receipt of the disputed
I
nvoice, and the
Parties shall thereafter cooperate in good fai
th to resolve the
dispute.
5. AUTHORIZED
REPRESENTATIVES
.
All Fire Services performed by
each Party
under
this Agreement shall be performed by, or under the supervision of, that Party’s
Fire
Chief unless otherwise designated in writing
by the Fire Chief as that party’s Authorized
Representative
(“Authorized Representative”)
.
6. INFORMATION AND
DOCUMENTATION
.
6.1. Accounting Records
.
All parties
shall maintain all accounting records related to
this Agreement in accordance with generally accepted accounting principles and state law requirements, and in no event for less than four years. The accounting records to be maintained in accordance with this Agreement shall include, at a minimum, document
s which support costs and expenses related to this
Agreement, including documentation of requests for services, services performed, invoices, and payments. Each Party’s accounting records shall be made available to the other Party within a reasonable time after request, during
normal business
hours.
6.2. Ownership of Work Product
.
All original documents prepared by the Assisting
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4 JOINT POWERS AGREEMENT FOR FIRE SERVICES [PL No. 88083]
Party (including its employees and agents) in performing the services under this Agreement (“work product”), whether complete or in
progress, shall become the
property of the Assisting Party, and shall be given to the Requesting Party at the completion of services, or upon demand by the Requesting Party. Each Party shall have a right to make and keep copies of the work
product.
7. RELATI
ONSHIP BETWEEN THE PARTIES
.
Each Party is
an independent “public
agency,” as defined by Government Code section 6500, and this Agreement does not create a separate legal entity. Each Party shall, at all times, remain an independent public agency solely res
ponsible for all acts of its employees or agents, including any negligent acts or omissions, except as otherwise provided in Section 10(y) of this Agreement.
7.1. Each
P
arty
(including its employees and agents)
is
not
an
agent
of the other
and
shall have no au
thority to act on behalf of, or to bind
to any obligation
whatsoever, unless
the Party
provides prior written authorization.
All Parties are
not an officer or employee of
the other
, and
shall not be entitled to any benefit,
right, or
compensation other than that provided in this
Agreement.
8. COMPLIANCE WITH LAW
.
Each Party shall comply with all applicable legal
requirements including all federal, state, and local laws (including ordinances and resolutions), whether or not said laws are
expressly stated in this
Agreement.
9. INSURANCE
.
Each Party shall, throughout the duration of this Agreement, maintain the following insurance (including, for the purpose of this section, self -
insurance or
coverage under a self
-
insurance pool) to cover each
of their respective interests related
to work performed under this Agreement (including coverage for their employees and agents). Concurrently with the execution of this Agreement, and prior to the commencement of any services, each Party shall provide th e other with written proof of
insurance (including self
-
insurance or self
-
insurance pool coverage) (certificates and
endorsements), in a form acceptable to the other Part
ies
. Each Party shall provide
substitute written proof of insurance no later than
thi
rty (3)
0 days prior to the expiration
date of any insurance coverage required by this
Agreement.
9.1. Commercial General Liability (with coverage at least as broad as ISO form CG 00 01 01 96) coverage in an amount not less than $1,000,000 (ONE MILLION DOLLARS) per general occurrence for general liability, bodily injury, personal injury, and property damage. Each Party shall name the other as an additional covered Party or an additional
insured.
9.2. Automobile Liability (with coverage at least as broad as I SO form CA 00 01 07
97, for “any auto”) coverage in an amount not less than $1,000,000 (ONE MILLION DOLLARS) per accident for bodily injury and property
damage.
9.3. Workers’ Compensation coverage as required by the State of
California.
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5 JOINT POWERS AGREEMENT FOR FIRE SERVICES [PL No. 88083]
10. Indemnification
. To the full extent permitted by law, each Party (“Indemnifying Party”) shall indemnify, hold harmless, release, and defend the other Party (including its officers, elected or appointed officials, employees, volunteers, and agents) (“Indemn ified
Party”) from and against any and all liability or claims (including actions, demands, damages, injuries, settlements, losses, or costs [including legal costs and attorney's fees]) (collectively, “Liability”) of any nature, arising out of, pertaining to, or relating to
the following: (x) the acts or omissions of the Indemnifying Party or its officers, agents, or employees under this Agreement; and (y) the acts or omissions of the employees or agents of the Indemnified Party under this Agreement working
under the direction and
control of the Indemnifying Party if such acts or omissions are within the scope of employment under the direction and control of the Indemnifying Party. Except as set
forth
in subsection (y) above, an Indemnifying Party will not b e obligated to indemnify
the Indemnified Party for the proportionate share of the Liability caused by the active negligence, sole negligence, or willful misconduct of the Indemnified Party. An Indemnifying Party’s indemnification obligations under this Agr eement are not limited by
any limitations of any insurance held by it, including, but not limited to, workers’ compensation insurance.
11. TERM OF THE AGREEMENT
.
The term of this Agreement begins on the date it is
signed by the Clerk
of the City of Napa
, belo
w, attesting to full execution of the
Agreement by
all P
arties (“Effective Date”) and shall continue in effect until it is terminated in accordance with Section 12 of this
Agreement.
12. TERMINATION
. This Agreement may be terminated by
any
Party without cause
by
providing 30 days’ written notice of termination to
all other
Part
ie
s
’
Authorized
Representative, effective upon the date set forth in the notice; provided however, if a
non
-
terminating Par
ty
made a request for services to the terminating Party, which the terminating Party agreed to accept in accordance with Section 1.2 of this Agreement prior to the non
-
terminating Party’s receipt of the written notice of termination, the notice of terminatio
n shall not be effective until after the terminating Party has provided the requested services to the non
-
terminating Party. If
a
Party exercises its right to
terminate this Agreement in accordance with this Section, each Party shall pay all
other
Part
ies
for all services satisfactorily performed in accordance with this Agreement, up to and including the effective date of the termination in accordance with the rates set forth in Section 3 and the procedures set forth in Section 4 of this
Agreement.
13. DEFAULT
.
If
a
Party (“demanding Party”) has a good faith belief that
an
other Party
(“defaulting Party”) is not complying with the terms of this Agreement, the demanding Party shall give written notice of the default (with reasonable specificity) to the defaulting
Party, and demand the default to be cured within ten days of the notice. If: (a) the defaulting Party fails to cure the default within ten
(10)
days of the notice, or, (b) if more
than ten
(10)
days are reasonably required to cure the default and the defa ulting Party
fails to give adequate written assurance of due performance within ten (10)
days of the
notice, then (c) the demanding Party may terminate this Agreement upon written notice to the defaulting Party.
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6 JOINT POWERS AGREEMENT FOR FIRE SERVICES [PL No. 88083]
14. NOTICES
.
All notices or requests required or contemplated by this Agreement will be in writing and delivered to
each
Party’s
Fire Chief or
Authorized Representative by
personal
delivery,
U.S. Mail, nationwide overnight delivery service, email, or as otherwise speci
fied herein. Delivery is deemed effective upon the first to occur of: (a) actual receipt by a Party’s
Fire Chief or
Authorized Representative, (b) actual receipt at
the address identified below, or (c) three
(3)
business days following deposit in the U.S.
Mail of registered or certified mail sent to the address identified below. A Party’s contact information, below, may be changed by providing written notice of any change to all
other
Part
ies
.
Fire Chief
CITY O
F NAPA
P.O. Box 660
NAPA, CA 94559
-
0660
Fire Chief
AMERICAN CANYON
FIRE
D
ISTRICT
911 Donaldson Way E
American Canyon, Ca 94503
Fire Chief
COUNTY OF NAPA
11 25
Third St.
Napa, Ca 94559
15. 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.
16. 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 will be construed as not containing that term, and the remainder of this Agreement will remain in full force and effect; provided, however, t his
section will not be applied to the extent that it would result in a frustration of the parties’ intent under this
Agreement.
17. GOVERNING LAW, JURISDICTION, AND VENUE
. The interpretation, validity, and
enforcement of this Agreement will be governed and i
nterpreted in accordance with the
laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement will be filed and heard in a court of competent jurisdiction in the County of Napa.
18. ATTORNEY’S FEES
. If any litig
ation is commenced to enforce or interpret this
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7 JOINT POWERS AGREEMENT FOR FIRE SERVICES [PL No. 88083]
Agreement, the prevailing Party is entitled to reasonable attorney’s fees, costs, and expenses
incurred.
19. MODIFICATIONS
. This Agreement may not be amended or modified orally. No amendment or modification of t
his Agreement is binding unless it is in a writing signed by both
parties.
20. WAIVERS
. No waiver of a breach, default, or duty under this Agreement will be effective unless it is in writing and signed by the Party waiving the breach, default, or duty. Waiver
of a breach, default, or duty under this Agreement will not constitute a continuing waiver or a waiver of any subsequent breach, default, or duty under this
Agreement.
21. ENTIRE AGREEMENT
. This Agreement, including all documents incorporated herein by refer
ence, comprises the entire integrated understanding between the parties concerning the Services. This Agreement supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. The documents incorporated by
reference into this Agreement are complementary; what is called for
in
one is binding as if called for in all. If any provision in any document attached or incorporated into this Agreement conflicts or is inconsistent with a provision in the body of
this Agreement, the provisions in the body of this Agreement will control over any such conflicting or inconsistent provisions.
22. INTERPRETATION
. Each Party to this Agreement has had an opportunity to review the Agreement, and to consult with its respective
legal counsel regarding the meaning of
the Agreement. Accordingly,
California
Civil Code section 1654 will not apply to interpret
any uncertainty in the meaning of the
Agreement.
23. PRIVILEGES AND IMMUNITIES
. In accordance with California
Government Code
section 6513, all of the privileges and immunities from liability, all exemptions from laws, ordinances and rules, and all pension, relief, disability, workmen’s compensation, and other benefits which apply to the activity of the trustees, officers, employees
,
or agents
of the Parties when performing their functions within the territorial limits of their respective public agencies, shall apply to them to the same degree and extent while engaged in the performance of any of their functions an d duties associated with
performance of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in counterparts, each one of which is deemed an original, but all of which together constitute a single
instrument.
25. 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 legal entities
.
IN
WITNESS WHEREOF
,
the parties
hereto
have
executed
this Agreement
to be
effective
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8 JOINT POWERS AGREEMENT FOR FIRE SERVICES [PL No. 88083]
on
the
Effective
Date
set
forth
below
:
CITY OF NAPA
,
a California charter city
By
:
Steve Potter, City
Manager
ATTEST:
Tiffany Carranza, City Clerk
Date:
______________
(“Effective Date”)
COUNTERSIGNED:
Joy
Riesenberg, City Auditor
APPROVED AS TO FORM:
Michael W. Barrett, City Attorney
NAPA COUNTY,
a political subdivision of the State of California
By:
BELIA RAMOS
,
Chair
Board of
Supervisors
APPROVED AS TO
FORM
Office of County Counsel
By:
Deputy County
Counsel
Date:
APPROVED BY THE NAPA
COUNTY BOARD OF
SUPERVISORS
Date:
Processed
By:
Deputy Clerk of the Board
ATTEST: NEHA
HOSKINS
Clerk of the Board o
f
Supervisors
By:
____________________
AMERICAN CANYON FIRE
PROTECTION DISTRICT
, a subsidiary special district of
the City of American Canyon
By:
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9 JOINT POWERS AGREEMENT FOR FIRE SERVICES [PL No. 88083]
By:
EXHIBIT A