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INTERGOVERNMENTAL AGREEMENT FOR SERVICES BY AND BETWEEN THE
HOUSING AUTHORITY OF THE CITY OF NAPA AND
THE TOWN OF YOUNTVILLE
HOUSING AUTHORITY OF THE CITY OF NAPA AGREEMENT NO. _____ TOWN OF YOUNTVILLE AGREEMENT NO. _____
THIS AGREEMENT FOR SERVICES (this “Agreement”) is made and entered into as of July 1, 2026 (“Effective Date”), by and between the HOUSING AUTHORITY OF THE CITY OF NAPA, a public body, corporate and politic (the "Authority"), and the Town of Yountville, a municipal corporation (the “Town”) under the joint exercise of powers provisions of the Government Code of the State of California, California Government Code Section 6500-6536. Town and Authority are public entities organized and operating under the laws of the State of California and each is a public entity as defined in California Government Code Section 6500. The Authority and Town are hereinafter collectively referred to as the “Parties.”
RECITALS
WHEREAS, the Town desires to obtain housing services from the Authority during the Fiscal Year 2026 – 2027 and Fiscal Year 2027 – 2028, and the Authority is willing to provide such services to the Town subject to the terms and conditions set forth herein.
TERMS
NOW, THEREFORE, Town and Authority agree as follows:
1. Term of the Agreement. The term of this Agreement shall commence on the Effective Date and shall expire on June 30, 2028 (the “Term”) unless earlier terminated in accordance with Paragraphs 7 or 8 of this Agreement.
2. Scope of Services. Authority shall perform the services described in the Scope of Services in Exhibit “A”, attached hereto and incorporated by reference herein (the “Services”).
3. Compensation.
(a) Baseline Rates. In consideration of Authority’s performance of the Services, the Town shall pay to Authority the baseline rate (“Baseline Rate”) of Sixty-Seven Thousand Three Hundred Dollars ($67,300) for fiscal year 2026–2027 and Sixty-Nine Thousand Five Hundred Dollars ($69,500.00) for fiscal year 2027–2028.
(b) Maximum Annual Compensation. The total compensation for the Services provided by Authority to the Town under this Agreement, including the Baseline Rate shall not exceed $67,300 for fiscal year 2026-2027 or $69,500.00 for fiscal year 2027-2028 as detailed in the following table:
COMPENSATION BREAKDOWN
Service Provided FY2026-27 Cost FY2027-28 Cost Total Cost HACN Baseline Housing Services $67,300 $69,500 $136,800
Town of Yountville
Services Agreement FY 2026-2028
(c) Rate for Additional Services. If the Town authorizes Authority to perform services that are not included in the Scope of Services set forth in Exhibit “A” (“Additional Services”), Authority will be compensated for the Additional Services on a time and materials basis. The rate for Authority’s time for the Additional Services shall be the then-current fully burdened overhead rate (the “Fully Burdened Overhead Rate”) for the employee performing the Additional Services. The Fully Burdened Overhead Rate is an hourly billable rate that captures all Authority 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 citywide administrative overhead allocations. The applicable Fully Burdened Overhead Rate will depend on the Authority employee performing the Additional Services as each employee has a different Fully Burdened Overhead Rate that is calculated based on that particular employee’s salary and benefits. (d) Invoices for Additional Services. Authority will submit a monthly itemized invoice to the Town for any Additional Services provided by the Authority during the preceding month. The Town will pay the Authority within 30 days after approval of each invoice.
4. Method of Payment. The Authority shall provide to Town an invoice for payment for the Services on the following dates and in the following amounts:
(a) On July 1, 2026, an invoice equal to 50% of the Baseline Rate for fiscal year 2026-2027 in the amount of $33,650.00; and
(b) On January 1, 2027, a second invoice for the remaining 50% of the Baseline Rate for fiscal year 2026-2027 in the amount of $33,650.00.
(c) On July 1, 2027, a third invoice for 50% of the Baseline Rate for fiscal year 2027-2028 in the amount of $34,750.00; and
(d) On January 1, 2028, a fourth invoice for the remaining 50% of the Baseline Rate for fiscal year 2027-2028 in the amount of $34,750.00.
Town shall pay the Authority within thirty (30) days following receipt of an invoice.
5. Independent Contractor. The Authority shall perform the Services under this Agreement as an independent contractor. The Authority and the officers, agents and employees of Authority are not, and shall not be deemed, Town employees for any purpose, including workers' compensation. The Authority shall determine the method and manner by which the Services shall be performed. The Authority and its officers, employees and agents shall not be entitled to any of the benefits accorded to a Town employee. Town shall not deduct or withhold any amounts whatsoever from the compensation paid to the Authority, including, but not limited to amounts required to be withheld for state and federal taxes. The Authority shall be solely responsible for all such payments.
6. Indemnification. To the fullest extent permitted by law, Town shall defend, indemnify and hold harmless the Authority and its elected and appointed officials, officers, agents and employees 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 Town’s acts or omissions under this Agreement. Consistent with Civil Code
Town of Yountville
Services Agreement FY 2026-2028
Section 2782, Town will not be obligated to indemnify Authority for the proportionate share of the Liability caused by the Authority’s active negligence, sole negligence, or willful misconduct. Town’s indemnification obligations under this Agreement are not limited by any limitations of any insurance held by Town, including, but not limited to, workers’ compensation insurance.
To the fullest extent permitted by law, Authority shall defend, indemnify and hold harmless Town and its elected and appointed officials, officers, agents and employees from and against any Liability of any nature, arising out of, pertaining to, or relating to the Authority’s acts or omissions under this Agreement.
Consistent with Civil Code Section 2782, Authority will not be obligated to indemnify Town for the proportionate share of the Liability caused by the Town’s active negligence, sole negligence, or willful misconduct. Authority’s indemnification obligations under this Agreement are not limited by any limitations of any insurance held by Authority, including, but not limited to, workers’ compensation insurance.
7. Termination for Cause. If either party shall fail to fulfill in a timely and proper manner that party's obligations under this Agreement or otherwise breach this Agreement, the non-defaulting party may, in addition to any other remedies it may have, terminate this Agreement by giving fifteen (15) days written notice to the defaulting party in the manner set forth in Paragraph 11 (Notices).
8. Termination for the Convenience of a Party. This Agreement may be terminated by either party for any reason and at any time by giving no less than thirty (30) days prior written notice of such termination to the other party and specifying the effective date thereof.
9. Payment for Work upon Expiration or Termination. In the event of termination for cause under Paragraph 7 or termination for the convenience of a party under Paragraph 8, Authority shall be entitled to receive compensation for any satisfactory Services and/or Additional Services provided by the Authority prior to the effective date of the notice subject to the maximum amount set forth in Paragraph 3(b). In the event the termination results in the Authority receiving payment in an amount that exceeds the amount due to Authority for the Services provided under this Agreement, Town shall be entitled to receive reimbursement for any overpayment from Authority.
10. No Waiver. The waiver by either party of any breach or violation of any requirement of this Agreement shall not be deemed to be a waiver of any such breach in the future, or of the breach of any other requirement of this Agreement.
11. Notices. All notices required or authorized by this Agreement shall be in writing and shall be delivered in person or by deposit in the United States mail, by first class mail, postage prepaid. Any mailed notice, demand, request, consent, approval or communication that either party desires to give the other party shall be addressed to the other party at the address set forth below. Either party may change its address by notifying the other party of the change of address. Any notice sent by mail in the manner prescribed by this paragraph shall be deemed to have been received on the date noted on the return receipt or five days following the date of deposit, whichever is earlier.
AUTHORITY TOWN OF YOUNTVILLE
Housing Manager Brad Raulston, Town Manager
Housing Authority of the City of Napa Town of Yountville P.O. Box 660 6550 Yount Street
Napa, CA 94559 Yountville, CA 94599
Town of Yountville
Services Agreement FY 2026-2028
12. Confidentiality. Confidential information is defined as all information disclosed to the Authority which relates to Town past, present, and future activities, as well as activities under this Agreement. Except as otherwise provided in Paragraph 15, as directed by the Town Manager or designee thereof, or when required by the California Public Records Act, a subpoena or by court order, the Authority shall hold all such information as the Authority may receive, if any, in trust and confidence.
13. Amendment/Modification. Except as specifically provided herein, this Agreement may be modified or amended only in a writing signed by the Parties.
14. Compliance with Laws. In the performance of this Agreement, the Authority shall observe and comply with all applicable Federal, State and local laws, ordinances, and codes.
15. Access to Records/Retention. Town shall have access to any books, documents, papers and records of the Authority prepared or obtained by the Authority when providing the Services under this Agreement. Upon expiration or termination of this Agreement the Authority shall return all such records to Town unless otherwise directed by Town to retain or dispose of such records, except that with the written permission of Town, the Authority may keep a copy of such records as long as such copy is maintained in confidence and is returned to Town or its successor agency to be destroyed upon notification to Authority that Town has authorized destruction of the original records.
16. Attorney's Fees. In the event that either party commences legal action of any kind or character to either enforce the provisions of this Agreement or to obtain damages for breach thereof, the prevailing party in such litigation shall be entitled to all costs and reasonable attorney's fees incurred in connection with such action.
17. Interpretation. The headings used herein are for reference. The terms of the Agreement are set out in the text under the headings. This Agreement shall be governed by the laws of the State of California.
18. Severability. If any provision of this Agreement, or any portion thereof, is found by any court of competent jurisdiction to be unenforceable or invalid for any reason, such provision shall be severable and shall not in any way impair the enforceability of any other provision of this Agreement.
19. Entirety of Contract. This Agreement, together with “Exhibits A and B” attached hereto and incorporated herein, constitutes the entire agreement between the Parties relating to the subject of this Agreement and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, among the Parties with respect to the subject matter hereof.
20. 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.
21. 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 and duties associated with performance of this Agreement.
Town of Yountville
Services Agreement FY 2026-2028
22. Signatures; Electronic 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 the Town and the City. The parties agree that this Agreement may be executed and transmitted electronically and that electronic signatures shall have the same force and effect as original signatures in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq.; the California Uniform Electronic Transactions Act, Civil Code Section 1633.1 et seq. and California Government Code Section 16.5.
IN WITNESS WHEREOF, this Agreement was executed by the Parties as of the date first above written.
TOWN:
TOWN OF YOUNTVILLE, a municipal corporation
By: ________________________________________
MARGIE MOHLER, Mayor
ATTEST:
By: ________________________________________
HILARY GAEDE, Town Clerk
APPROVED AS TO FORM:
By: ________________________________________
GARY BELL, Town Attorney
AUTHORITY:
HOUSING AUTHORITY OF THE CITY OF NAPA, a public body, corporate and politic By: ________________________________________
STEVE POTTER, Executive Director
COUNTERSIGNED:
By: ___________________________________
ERIKA LEAHY, City Auditor
APPROVED AS TO FORM:
Town of Yountville
Services Agreement FY 2026-2028
By: _____________________________________
CHRISTOPHER DIAZ, Interim Authority General Counsel
Town of Yountville
Services Agreement FY 2026-2028
Town of Yountville
Services Agreement FY 2026-2028
EXHIBIT “A”
Scope of Services
WORK PROGRAM DESCRIPTION
A. COUNTYWIDE ACTIVITIES
1. Section 8 Housing Services HUD funded very low-income rental housing assistance program administer Countywide –
80% City of Napa, & 20% countywide
2. Continuum of Care
Participate in Countywide Continuum of Care
for delivery of homeless services & projects
B. STANDARD HOUSING SERVICES
1. Regulatory Agreement Monitoring Provide annual monitoring of affordable units listed in Exhibit B for compliance with City
regulatory agreements.
2. Review development projects Provide review and technical assistance for potential market rate and/or affordable
housing projects. **
3. Loan Servicing Provide loan servicing & owner occupancy monitoring for CalHome and HOME rehab
loans
4. Affordable Housing Regulatory Agreements Review affordable housing agreements & make recommendations
5. Annual Meeting with Staff and Council Report on year's activities C. ADDITIONAL HOUSING SERVICES
1. Additional housing services as mutually agreed
to
TBD: The Authority shall be compensated for
such additional services in accordance with
Section 3(c).
2. **Review development projects Beyond basic project review, the Authority shall be compensated for such additional
services in accordance with Section 3 (c).
Town of Yountville
Services Agreement FY 2026-2028
EXHIBIT “B”
Monitoring List
Stags View 1905
Yountville Cross Road BMR 1 Annually
Mail out owner occupancy
certification, verify insurance and
taxes paid. Follow up when
necessary. Update owner
database.
Yountville Square -
various addresses BMR 6 Annually
Mail out owner occupancy
certification, verify insurance and
taxes paid. Follow-up when
necessary. Update owner
database.
Washington Park -
various addresses BMR 13 Annually
Mail out owner occupancy
certification, verify insurance and
taxes paid. Follow-up when
necessary. Update owner
database.
Oak Leaf Court -
various addresses BMR 6 As Needed Assist with resales.
CalHome & HOME
Loans Rehab 38* Annually
Loan servicing & owner occupancy
certification, verify insurance and
taxes or HCD registration paid.
Follow-up when necessary. Update
Rehab database.
Project Type Affordable Units Task Description
RENTAL HOUSING
6572 Oak Leaf Ct. SFR 1 Annually
Mail out project compliance report
and review tenant information for
compliance with Regulatory
Agreement. Update project
database.
6631 Oak Leaf Ct. SFT 1 Annually
Mail out project compliance report
and review tenant information for
compliance with Regulatory
Agreement. Update project
database.
Town of Yountville
Services Agreement FY 2026-2028
27 Lande Way SFR 1 Annually
Mail out project compliance report
and review tenant information for
compliance with Regulatory
Agreement. Update project
database.
Yount Street
Apartments 6776
Yount Street
Apt 8 Annually
Mail out project compliance report
and review tenant information for
compliance with Regulatory
Agreement. Update project
database.
Mount Avenue
Cottages 1932 Mount
Avenue
SFR 5 Annually
Mail out project compliance report
and review tenant information for
compliance with Regulatory
Agreement. Update project
database.
Ghirardi Place 2 & 4
Ghirardi Place Apt 2 Annually
Mail out project compliance report
and review tenant information for
compliance with Regulatory
Agreement. Update project
database.
Hotel Yountville -
Hopper Creek
Apartments 6462
Washington Street
Apt 25 Annually
Mail out project compliance report
and review tenant information for
compliance with Regulatory
Agreement. Update project
database.
Arroyo Grande Villas
1899-1911 Finnell
Road
Apt 25 Annually
Mail out project compliance report
and review tenant information for
compliance with Regulatory
Agreement. Update project
database.
North Block 6774
Washington Street Apt 2 Annually
Mail out project compliance report
and review tenant information for
compliance with Regulatory
Agreement. Update project
database.
Vineyard Oaks, Stags
View and Yountville
Cross Road
Apt 4 Annually
Mail out project compliance report
and review tenant information for
compliance with Regulatory
Agreement. Update project
database.
Town of Yountville
Services Agreement FY 2026-2028
Additional affordable
housing units TBD up to 16** Annually
Lease up certification. Mail out
project compliance report and
review tenant information for
compliance with Regulatory
Agreement. Update project
database.
Total Affordable Units 138
*Number of loans may increase or decrease over the term of contract. **Affordable units beyond the number identified above shall be billed on a time and material basis in accordance with Paragraph 3(d).