Town of Yountville
Resolution Number 25-4374
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF YOUNTVILLE APPROVING AMENDMENT NO. 3 TO CONTRACT WITH NAPA COUNTY FOR FIRE PROTECTION SERVICES FOR FISCAL YEAR 2025/2026 AND AUTHORIZING THE TOWN MANAGER TO EXECUTE AMENDMENT.
Recitals
A. The Town of Yountville and Napa County entered into an Agreement for the County to provide the Town fire protection services on July 1, 2012.
B. The Town and the County executed Amendment No. 1 to that Agreement July 1, 2018, then Amendment No. 2 August 1, 2023.
C. The Town continues to need fire protection services from Napa County Fire Department and Napa County is willing to and able to continue to provide such services.
D. The County and the Town now need to amend the Agreement to extend the term for another year and update the cost of services. The total amount of the Agreement is $1,847,975 which represents a 5% increase over the prior year and is included in the adopted budget for Fiscal Year 2025/2026.
Now therefore, the Town Council of the Town of Yountville does resolve as follows:
1. Approve Amendment No. 3 to the Napa County/Town of Yountville Fire Protection Services Agreement which is attached to this Resolution as Exhibit A.
2. Authorize the Town Manager to execute Amendment No. 3.
3. The Town Clerk shall attest and certify to the passage and adoption of this Resolution, and it shall become effective immediately upon its approval.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Yountville, State of California, held on this 15th day of July 2025 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Margie Mohler, Mayor
ATTEST:
Hilary Gaede, Communications Director/Town Clerk
Exhibit A
AMENDMENT NO. 3
NAPA COUNTY AGREEMENT NO. 180316B
PROFESSIONAL SERVICES AGREEMENT
THIS AMENDMENT NO. 3 (“Amendment No. 3”) TO AGREEMENT NO. 180316B is made and entered into as of this 1st day of July 2025, by and between NAPA COUNTY, a political subdivision of the State of California, hereinafter referred to as “COUNTY,” and TOWN OF YOUNTVILLE, a municipal corporation, hereinafter referred to as “TOWN.”
RECITALS
WHEREAS, COUNTY and TOWN entered into Agreement No. 180316B (“Agreement”) as of July 1, 2012, whereby COUNTY agreed to provide fire protection services to TOWN; and
WHEREAS, on or about July 1, 2018, COUNTY and TOWN entered into Amendment No. 1 to the Agreement to increase maximum compensation; and WHEREAS, on or about July 1, 2023, COUNTY and TOWN entered into Amendment No. 2 to the Agreement to increase maximum compensation; and WHEREAS, TOWN continues to need fire protection services from the Napa County Fire Department and COUNTY is willing to and able to continue to provide such services; and WHEREAS, COUNTY and TOWN now wish to amend the Agreement to extend the term and update the compensation rates.
TERMS
NOW, THEREFORE, COUNTY, acting through its Board of Supervisors, and TOWN hereby amend Agreement No. 180316B, as follows:
1. Paragraph 1 of the Agreement is hereby amended to read in full as follows:
Term of the Agreement. The term of this Agreement shall commence on July 1, 2012, and shall expire on June 30, 2026, unless terminated earlier in accordance with Paragraphs 9 (Termination for Cause), 10 (Other Termination), or 23(a) (Covenant of No Undisclosed Conflict); except that the obligations of the parties under Paragraphs 7 (Insurance) and 8 (Indemnification) shall continue in full force and effect after said expiration date or early termination in relation to acts or omissions occurring prior to such dates during the term of the Agreement, and obligations of TOWN to COUNTY shall also continue after said expiration date or early termination in relation to the obligations prescribed by Paragraphs 15 (Confidentiality), 20 (Taxes), and 21 (Access to Records/Retention). For purposes of this Agreement, “fiscal year” shall mean the period commencing on July 1 and ending on June 30.
2. Paragraph 3 of the Agreement is hereby amended to read in full as follows:
Compensation. TOWN shall compensate COUNTY for the operations, maintenance, equipment replacement costs incurred by COUNTY when providing the services described in Exhibit “A-2” in the amounts set forth in Exhibit “B-3, attached hereto and incorporated by reference herein. Exhibit “B-2” is rescinded and replaced in full by Exhibit “B-3.”
3. Electronic Signatures. This Amendment No. 3 may be executed by electronic signature(s) and transmitted in a portable document format (“PDF”) version by email and such electronic signature(s) shall be deemed original for purposes of this Amendment No. 3 and shall have the same force and effect as a manually executed original.
4. This Amendment No. 3 shall be effective as of the date first written above.
5. Except as provided in 1 through 4, above, the terms and provisions of the Agreement shall remain in full force and effect as originally approved and last amended. [Remainder of page left blank intentionally; signature page follows.] IN WITNESS WHEREOF, this Amendment No. 3 was executed by the parties hereto as of the date first above written.
TOWN OF YOUNTVILLE
By
BRAD RAULSTON, Town Manager
"TOWN"
NAPA COUNTY, a political subdivision of
the State of California
By
ANNE COTTRELL, Chair Board of Supervisors
"COUNTY"
APPROVED AS TO FORM
Office of County Counsel
By: Shana A. Bagley
Deputy County Counsel
Date: June 30, 2025
APPROVED BY THE NAPA COUNTY
BOARD OF SUPERVISORS
Date:
Processed By:
Deputy Clerk of the Board
ATTEST: NEHA HOSKINS
Clerk of the Board of Supervisors
By:
398407.1
EXHIBIT “B-3”
COMPENSATION AND EXPENSE REIMBURSEMENT
A. Compensation for Operation and Maintenance
TOWN shall pay COUNTY the following annual fees to cover the cost to COUNTY of operations and maintenance required to provide the services required of COUNTY under this Agreement:
FISCAL YEAR OPERATIONS AND
MAINTENANCE
ENGINE
REPLACEMENT
FY 2025/2026 $1,817,975 $30,000
For FY 2025/2026, the payment for services will be ONE MILLION EIGHT HUNDRED AND
SEVENTEEN THOUSAND NINE HUNDRED AND SEVENTY-FIVE DOLLARS ($1,817,975) and an additional THIRTY THOUSAND DOLLARS ($30,000) for engine replacement.
B. Engine Replacement Cost Participation Included in Annual Fee It is agreed by the parties to this Agreement that for FY 2025/2026, TOWN will be paying one third of one-seventh of the estimated cost of the replacement of Engine 12 and that this amount is included in the annual fees set forth in Paragraph (A) above.
C. Payments and Credits
TOWN shall pay the annual fees on a semi-annual basis, in arrears, upon presentation of invoices to TOWN by COUNTY. In preparing the invoice for the first semi-annual payment each fiscal year, COUNTY shall credit against the sum due the amount of structural fire tax collected or to be collected by COUNTY from within the TOWN limits during the then-current fiscal year, as determined by the Napa County Auditor-Controller and Napa County Treasurer-Tax Collector.