325216.2 1
JOINT POWERS AGREEMENT BETWEEN
TOWN OF YOUNTVILLE, CALIFORNIA DEPARTMENT OF VETERANS AFFAIRS and CITY OF NAPA for SHARED SERVICES INCLUDING
WATER SAMPLING AND CERTIFIED WATER TESTING LABORATORY SERVICES This Joint Powers Agreement (hereinafter “Agreement”) is made and entered into by and between the TOWN OF YOUNTVILLE, a municipal corporation (hereinafter "Yountville"), the CALIFORNIA DEPARTMENT OF VETERANS AFFAIRS, a public corporation and department of the State of California (hereinafter “Cal-Vet”), owning and operating the Veterans’ Home of California – Yountville located at 260 California Dr., Yountville CA, and the CITY OF NAPA, a municipal corporation (hereinafter "Napa") [individually, Town of Yountville, California Department of Veterans Affairs, and City of Napa may be identified as “a Party,” or collectively, as “the Parties”].
RECITALS
A. Yountville, Cal-Vet and Napa are each a “public agency” as defined by Government Code section 6500.
B. Cal-Vet owns and operates the Veterans’ Home of California -- Yountville located at 260 California Dr., Yountville CA.
C. The Parties are each responsible for water treatment and distribution services within their respective jurisdictions, and as more particularly described in this Agreement.
D. Yountville and Cal-Vet are seeking to coordinate water sampling and testing activities to limit variables in the sampling and testing process and to use a single, certified water testing laboratory.
E. Napa owns and operates a water testing laboratory with the required certification, staff with expertise in the matter and currently has the capacity to assist Yountville and Cal-Vet with water sample testing.
F. Due to their proximity to one another and similar organizational structures, the Parties wish to cooperate to and provide mutual shared services to one another as described in the Scope of Services attached hereto as Exhibit “A” and incorporated herein by reference.
G. The Parties desire to enter into this Agreement in accordance with the provisions of the Joint Exercise of Powers Act (Government Code sections 6500, et seq.), in particular the immunity protections of Government Code section 6513, and the provisions of Government Code sections 895 through 895.8.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS IDENTIFIED HEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. SCOPE OF SERVICES. Napa shall perform those services described in Exhibit “A,” attached hereto and incorporated herein by reference, upon request by the Authorized Representative of Yountville and/or the Authorized Representative of CalVet, in accordance with the terms and conditions contained in this Agreement.
Agreement – Town of Yountville, California Department of Veterans Affairs And City of Napa Water Sampling And Certified Water Testing Laboratory Services 325216.2 2
2. ACCESS. Cal-Vet shall provide Yountville full access to Cal-Vet’s testing nodes at Rector Water Treatment Plant and the Napa Valley Museum, and Yountville and Cal-Vet shall provide Napa full access to all their testing nodes on each of their respective water systems.
3. BILLING AND PAYMENT. In order to request payment for services provided in accordance with this Agreement, Napa shall submit monthly invoices to Yountville and Cal-Vet, separately, identifying the services performed and the charges therefor, based upon the payment provisions (set forth in Exhibit "B,” attached hereto and incorporated herein by reference). Yountville and Cal-Vet, separately, shall make payment to Napa for services performed in accordance with this Agreement within thirty days after receipt of invoice. If Yountville and/or Cal-Vet disputes any portion of a request for payment from Napa, Yountville and/or Cal-Vet shall provide written notice of the dispute to Napa within thirty days after receipt of invoice.
4. AUTHORIZED REPRESENTATIVES.
4(A). Yountville’s Authorized Representative. All services performed by Yountville shall be performed by, or under the supervision of, the Public Works Director, unless otherwise designated in writing by Yountville’s authorized representative or the Town Manager of the Town of Yountville.
4(B). Cal-Vet’s Authorized Representative. All services performed by Cal-Vet under this Agreement shall be performed by, or under the supervision of, Cal-Vet’s Authorized Representative, the Veteran's Home – Yountville Administrator, unless otherwise designated in writing by Cal-Vet’s Authorized Representative. 4(C). Napa’s Authorized Representative. All services performed by Napa shall be performed by, or under the supervision of, the Utilities Director, unless otherwise designated in writing by Napa’s authorized representative or the City Manager of the City of Napa.
5. INFORMATION AND DOCUMENTATION.
5(A). Accounting Records. Yountville, Cal-Vet and Napa 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, documents which support Yountville, Cal-Vet and Napa’s 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.
5(B). Ownership of Work Product. All original documents prepared by any Party in performing under this Agreement (including its employees and agents) for this Agreement (“work product”), whether complete or in progress, shall become the property Agreement – Town of Yountville, California Department of Veterans Affairs And City of Napa Water Sampling And Certified Water Testing Laboratory Services 325216.2 3
of that Party, and shall be given to the other Parties at the completion of services, or upon demand by another Party. Each Party shall have a right to make and keep copies of the work product.
6. RELATIONSHIP BETWEEN THE PARTIES. Yountville, Cal-Vet and Napa are each 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 responsible for all acts of its employees or agents, including any negligent acts or omissions. Each Party shall be solely responsible for calculating, withholding, and paying all federal, state, and local taxes as required by law. 6(A). Yountville (including its employees and agents) is not Cal-Vet’s nor Napa’s agent and shall have no authority to act on behalf of Cal-Vet or Napa, nor to bind Cal-Vet or Napa to any obligation whatsoever, unless Cal-Vet and/or Napa provides prior written authorization to Yountville. Yountville is not an officer or employee of Cal-Vet nor Napa, and Yountville shall not be entitled to any benefit, right, or compensation other than that provided in this Agreement.
6(B). Cal-Vet (including its employees and agents) is not Yountville’s nor Napa’s agent and shall have no authority to act on behalf of Yountville or Napa, nor to bind Yountville or Napa to any obligation whatsoever, unless Yountville and/or Napa provides prior written authorization to Cal-Vet. Cal-Vet is not an officer or employee of Yountville nor Napa, and Cal-Vet shall not be entitled to any benefit, right, or compensation other than that provided in this Agreement.
6(C). Napa (including its employees and agents) is not Yountville’s nor Cal-Vet’s agent, and shall have no authority to act on behalf of Yountville’s or Cal-Vet’s, nor to bind Yountville and Cal-Vet to any obligation whatsoever, unless Yountville and/or Cal-Vet provides prior written authorization to Napa. Napa is not an officer or employee of Yountville and/or Cal-Vet, and Napa shall not be entitled to any benefit, right, or compensation other than that provided in this Agreement.
7. LIABILITY FOR PERMIT VIOLATIONS. Notwithstanding any other provision herein, in no event shall a Party be liable for any regulatory violation or fine alleged or filed against any other Party by any regulatory authority, unless such violation or fine arises out of that Party’s gross negligence or willful misconduct.
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 AND BONDS.
9(A). Each Party shall, throughout the duration of this Agreement, maintain insurance (including, for the purpose of this section, self-insurance or coverage under a selfinsurance pool) to cover each of their respective interests related to work performed Agreement – Town of Yountville, California Department of Veterans Affairs And City of Napa Water Sampling And Certified Water Testing Laboratory Services 325216.2 4
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 the other with written proof of insurance (including selfinsurance or self-insurance pool coverage) (certificates and endorsements), in a form acceptable to the other Parties. Each Party shall provide substitute written proof of insurance no later than 30 days prior to the expiration date of any insurance coverage required by this Agreement.
9(A)(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 general occurrence for general liability, bodily injury, personal injury and property damage. Each Party shall name the other Parties as an additional covered party or additional insured.
9(A)(2). Automobile Liability (with coverage at least as broad as ISO form CA 00 01 07 97, for “any auto”) coverage in an amount not less than $1,000,000 per accident for bodily injury and property damage.
9(A)(3). Workers’ Compensation coverage as required by the State of California.
10.PRIVILEGES, IMMUNITIES AND OTHER BENEFITS. 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 and duties associated with performance of this Agreement.
11. INDEMNIFICATION. Except as provided in Section 7, Yountville, Cal-Vet and Napa shall defend, indemnify and hold harmless each other as well as their respective officers, agents and employees from any claim, suit, loss or liability including without limitation, those for personal injury (including death) or damage to property, arising out of any acts or omissions of that Party or its officers, agents or employees when performing any activities or obligations required of that Party under this Agreement. Yountville, Cal-Vet and Napa shall cooperate with one another in the defense of any action required by this section. All indemnity agreements provided for in this Agreement shall survive the termination of the Agreement, for the period of time allowed by the applicable statute of limitation during which the claim creating the indemnity obligation may be filed with a court of competent jurisdiction.
11(A). In the event that any employee, agent, contractor, subcontractor of a Party (the “Hiring Party”) providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (“CalPERS”) to be eligible for enrollment in CalPERS as an employee of another Party (the “Non-Hiring Party”), the Hiring Party shall indemnify, defend, and hold harmless the Agreement – Town of Yountville, California Department of Veterans Affairs And City of Napa Water Sampling And Certified Water Testing Laboratory Services 325216.2 5
Non-Hiring Party for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of that employee, agent, contractor, or subcontractor, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the Non-Hiring Party.
12.TERM OF THE AGREEMENT. The term of this Agreement shall commence on the date last signed by the Parties, below, and shall continue for a period of one (1) year. This Agreement shall automatically renew on an annual basis after the initial one (1) year term.
This Agreement may be terminated by either party without cause upon thirty (30) days written notice to the other party. If either party exercises its right to terminate this Agreement in accordance with this paragraph, Yountville and Cal-Vet shall pay Napa for all services performed in accordance with this Agreement, through and including the date of termination, but not to exceed the payments according to the rates specified in Exhibit “B.”
13.DEFAULT. If any Party (“Demanding Party”) has a good faith belief that another 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 days of the notice, or, (b) if more than ten days are reasonably required to cure the default and the Defaulting Party fails to give adequate written assurance of due performance within ten days of the notice, then (c) the Demanding Party may terminate this Agreement upon written notice to the Defaulting Party.
14.NOTICES. All notices required or contemplated by this Agreement shall be in writing and shall be delivered to the respective Party as set forth in this section. Communications shall be deemed to be effective upon the first to occur of: (a) actual receipt by a Party’s Authorized Representative, or (b) actual receipt at the address designated below, or (c) three working days following deposit in the United States Mail of registered or certified mail sent to the address designated below. The Authorized Representative of either Party may modify their respective contact information identified in this section by providing notice to the other Party.
To Yountville:
Town of Yountville
Attn: John Ferons, Public Works Director
6550 Yount Street
Yountville, CA 94599
Telephone: (707) 944-8851
To Cal-Vet:
California Department of Veterans Affairs
Veteran’s Home – Yountville Administrator
Attn: Lisa Peake
260 California Dr Yountville 94599
Telephone: (707) 337-1046
Agreement – Town of Yountville, California Department of Veterans Affairs And City of Napa Water Sampling And Certified Water Testing Laboratory Services 325216.2 6
To Napa:
City of Napa, Utilities Department
Attn: Phil Brun, Utilities Director
P.O. Box 660
Napa, CA 94559
Telephone: (707) 257-9316
15.HEADINGS. The heading titles for each paragraph 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 shall be construed as not containing that term, and the remainder of this Agreement shall remain in full force and effect; provided, however, this paragraph shall 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 shall be governed by and interpreted in accordance with the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Napa.
18.ASSIGNMENT AND DELEGATION. This Agreement, and any portion thereof, shall not be assigned or transferred, nor shall any of either Party’s duties be delegated, without the written consent of the other Parties. Any attempt to assign or delegate this Agreement without the written consent of the other Parties shall be void and of no force or effect. A consent to one assignment shall not be deemed to be a consent to any subsequent assignment.
19.MODIFICATIONS. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by all Parties.
20.WAIVERS. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement.
21.ENTIRE AGREEMENT. This Agreement, including all documents incorporated herein by reference, comprises the entire integrated understanding between the Parties concerning the services described herein. 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.
Agreement – Town of Yountville, California Department of Veterans Affairs And City of Napa Water Sampling And Certified Water Testing Laboratory Services 325216.2 7
22.EACH PARTY’S ROLE IN DRAFTING THE AGREEMENT. Each Party to this Agreement has had an opportunity to review the Agreement, confer with legal counsel regarding the meaning of the Agreement, and negotiate revisions to the Agreement. Accordingly, no Party shall rely upon Civil Code section 1654 in order to interpret any uncertainty in the meaning of the Agreement.
23.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 of Yountville, Cal-Vet and Napa. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written.
TOWN OF YOUNTVILLE: CALIFORNIA DEPARTMENT OF VETERANS
AFFAIRS:
___________________________________
(Signature) (Signature)
Bradford Raulston, Town Manager Name, Title
CITY OF NAPA:
(Signature)
Steve Potter, City Manager
APPROVED AS TO FORM:
___________________________________
(Signature) (Signature)
Name, Title Name, Title
(Signature)
Name, Title
Agreement – Town of Yountville, California Department of Veterans Affairs And City of Napa Water Sampling And Certified Water Testing Laboratory Services 325216.2 8
EXHIBIT "A"
SCOPE OF WORK
AND
SCHEDULE OF PERFORMANCE
Water Sampling Services provided to Cal-Vet from Yountville:
Personnel: One Primary State Certified Sample Collector; D2 Certified or Above One Secondary State Certified Sample Collector; D2 Certified or Above Samples/Frequency: Regulatory Compliant Single Sample Collection Procedure Research Bacteriological Samples;
• 2 samples every week from Cal-Vet’s Nodes 1 and 2
Location: Two Locations Total;
• 1. Cal-Vet’s Node 1; Rector Water Treatment Plant
• 2. Cal-Vet’s Node 2; 10-inch Main @ Napa Valley Museum Deliver to Lab: Edward I. Barwick Jamieson Canyon Water Treatment Plant Certified Water Testing Lab
270 Kirkland Ranch Road, American Canyon
Certified Water Testing Laboratory Services provided to Yountville from Napa:
Personnel: State Certified Lab Technician(s);
Samples/Frequency: Regulatory Bacteriological Samples;
• 3 samples first week of the month from Yountville’s Nodes 1 – 3 Research Bacteriological Samples;
• 2 samples every week from Cal-Vet’s Nodes 1 and 2
• 3 samples each subsequent week after the first week of the month from Yountville’s Nodes 1 – 3
Locations: Five Locations Total;
• 1. Cal-Vet’s Node 1; Rector Water Treatment Plant
• 2. Cal-Vet’s Node 2; 10-inch Main @ Napa Valley Museum • 3. Yountville’s Node 1; Monroe St
• 4. Yountville’s Node 2; Yountville Crossroad
• 5. Yountville’s Node 3; Larkspur St.
Agreement – Town of Yountville, California Department of Veterans Affairs And City of Napa Water Sampling And Certified Water Testing Laboratory Services 325216.2 9
Deliver to Lab: Yountville to Deliver to:
Edward I. Barwick Jamieson Canyon Water Treatment Plant Certified Water Testing Lab
270 Kirkland Ranch Road, American Canyon
Certified Water Testing Laboratory Services provided to Cal-Vet from Napa:
Personnel: State Certified Lab Technician(s);
Samples/Frequency: Regulatory Bacteriological Samples;
• 4 samples first week of the month from Cal-Vet’s Nodes 1 - 4 • 1 sample each subsequent week after the first week of the month from Cal-Vet’s Node 1.
Research Bacteriological Samples;
• 3 samples each subsequent week after the first week of the month from Cal-Vet’s Nodes 2 - 4
Locations: Four Locations Total;
• 1. Cal-Vet’s Node 1; Rector Water Treatment Plant
• 2. Cal-Vet’s Node 2; 10-inch Main @ Napa Valley Museum • 3. Cal-Vet’s Node 3; Main Kitchen
• 4. Cal-Vet’s Node 4; Hydro Station
Deliver to Lab: Cal-Vet to Deliver to:
Edward I. Barwick Jamieson Canyon Water Treatment Plant Certified Water Testing Lab
270 Kirkland Ranch Road, American Canyon
Note: All of the testing described above is for bacteriological samples only. All other tests for General Physical Properties and Disinfection Byproducts are to be performed under each agency’s separate contract with an independent lab, NOT the City of Napa Lab.
Additional Shared Services, not included in the scope of this agreement may be authorized using the form in Exhibit “C”.
Agreement – Town of Yountville, California Department of Veterans Affairs And City of Napa Water Sampling And Certified Water Testing Laboratory Services 325216.2 10
EXHIBIT "B"
COMPENSATION RATES AND CHARGES
Napa
Certified Water Treatment Laboratory = $___.__ hourly by 1/4 hour increments Certified Laboratory Technician = $__.__ hourly by 1/4 hour increments Charges for vehicles and heavy equipment shall be based upon an average hourly use rate established for various classes of vehicles as determined by Napa.
Rates are as of July 1, 2023 and are subject to change based on actual cost of staff.
Agreement – Town of Yountville, California Department of Veterans Affairs And City of Napa Water Sampling And Certified Water Testing Laboratory Services 325216.2 11
EXHIBIT "C"
ADDITIONAL WORK AUTHORIZATION
The Town of Yountville requests additional work and services, outside the scope of work listed in Exhibit “A” in the agreement between the Town of Yountville and City of Napa.
This form shall be approved and signed by the Town of Yountville Public Works Director prior to commencing additional work.
Additional work description:
Estimate of hours (including staff and vehicles:
Estimate of costs (including materials):
TOWN OF YOUNTVILLE:
(Signature)
John Ferons, Public Works Director