Agenda — Calistoga City Council, September 13, 2022

Mayor
Chris Canning
Vice Mayor
Irais Lopez-Ortega
Councilmembers
Lisa M. Gift
Gary Kraus
Donald Williams
AGENDA
City Council - Special Meeting
Tuesday, September 13, 2022 - 6:00 PM
Virtual

* COVID-19 NOTICE *
The City of Calistoga is committed to public participation in City government in a manner that is consistent with guidance and Health Orders issued by the Napa County Public Health Officer and the Governor’s Executive Orders N-69-20, N-29-20 and N-25-20, which suspend certain requirements of the Brown Act. This Meeting is necessary so that the City can conduct necessary business and is permitted under the Napa County Health Order No. 20-06 as an Essential Governmental Function. .

Consistent with the above-referenced Orders, this meeting will not be physically open to the public. City Councilmembers and staff will be video/teleconferencing into the meeting. To maximize public safety while still maintaining transparency and public access, members of the public can observe and participate in the meeting from home. Below is information on how the public may observe and participate in the meeting. The City recognizes that not all residents have the same ways to stay engaged, so several alternatives are offered.

Please participate in the meeting by observing or listening to the meeting in one of the following ways:

1. Listen or participate via your phone – dial 1-669-900-6833, enter webinar ID: 829-0729-5419, password: 123201

2. Watch or participate online via Zoom - click this link and enter password: 123201

3. Watch online via YouTube Live at youtube.com/cityofcalistoga COMMENT ON THIS MATTER DURING THE MEETING: Please participate in the meeting by providing public comment on any item on the agenda or any item of municipal concern. To comment during a virtual meeting (Zoom), click the "Raise Your Hand" button to request to speak when Public Comment is being taken on the Agenda item. You will be unmuted when it is your turn to make your comment for up to 3 minutes. After allotted time, you will be re-muted. Instructions for how to "Raise Your Hand" are available at: https://support.zoom.us/hc/en-us/articles/205566129-Raise-Hand-In-Webinar.

WRITTEN COMMENTS: Alternatively, you may provide public comment on any item on the agenda or any item of municipal concern via email. Please submit your comment, limited to 350 words or less, via email to [email protected]. Written public comments submitted by email should clearly indicate the Agenda Item No. or specify “Oral Communications” in the Subject Line for items not on the agenda and are requested to include the submitter’s full name. Comments received by 4:00 p.m. on the day of the meeting will be posted online with the agenda packet and included in the record but will not be read aloud.

Comments received after 4:00 p.m. will be made part of the written record but will not be read verbally at the meeting. Note: The methods of observing or listening to the meeting or providing public comments may be altered or the meeting may be cancelled, if needed, due to certain technical disruptions.

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Page

1. CALL TO ORDER – ROLL CALL

2. PUBLIC COMMENT DURING SPECIAL MEETINGS
Under California law, public comments at special meetings are limited to subjects on the agenda only. Therefore, public comment will take place during consideration of the item, when the Mayor opens public comment. Each person’s comments shall be limited to 3 minutes.

3. ADOPTION OF MEETING AGENDA

4. GENERAL GOVERNMENT

4.1. Consider adopting a Resolution that authorizes the City Manager to execute consultant services agreements with NHA Advisors LLC, NBS and Jones Hall for community facility district formation and bond issuance services for the purchase, capital improvement, and maintenance of the Napa County Fairgrounds.

Recommended Action: Consider adopting Resolution.

Staff Report - Authorize the City Manager to Execute Consultant Service Agreements for Community Facility District Formation and Bond Issuance Service - Pdf
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5. ADJOURNMENT
NOTICE: If you challenge a city’s zoning, planning, or other decision in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council at, or prior to, the public hearing. Judicial review of any City administrative decision may be had only if a petition is filed with the court not later than the 90th day following the date upon which the decision becomes final. Judicial review of environmental determinations may be subject to a shorter time period for Litigation, in certain cases 30 days following the date of final decision.

Pursuant to GC §54957.5 any writings/documents provided to a majority of the City Council regarding any item on this agenda will be made available for public inspection on the City website at www.ci.calistoga.ca.us.

AMERICANS WITH DISABILITIES ACT: The City can provide special assistance for persons with disabilities to participate in public meetings. To make a request for disability-related modification or accommodation please contact the City Clerk at [email protected] or (707) 942-2807. If you need assistance or accommodation, please provide notice at least 48 hours prior to the meeting. For TTY/ Speech-to-Speech users, dial 7-1-1 for the California Relay Service, offering free text-to-speech, speech-to-speech, and Spanish language services 24 hours a day, 7 days a week.

Se les pide por favor que avise con 48 horas de anticipación cuando haga un pedido para asistencia. Esto les da suficiente tiempo antes de la junta para permitir que la ciudad tome medidas razonables.

POSTING: I declare a copy of this agenda was posted at City Hall, 1232 Washington Street, Calistoga, among other locations in the city limits of Calistoga, on September 9, 2022, by 4:30 p.m.

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City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Laura Snideman, City Manager
Meeting: City Council - Special Meeting - Sep 13 2022
Subject: Authorize the City Manager to Execute Consultant Service Agreements for Community Facility District Formation and Bond Issuance Services for the Purchase, Capital Improvement, and Maintenance of the Napa County Fairgrounds
DESCRIPTION:

Consider adopting a Resolution that authorizes the City Manager to execute consultant services agreements with NHA Advisors LLC, NBS and Jones Hall for community facility district formation and bond issuance services for the purchase, capital improvement, and maintenance of the Napa County Fairgrounds.

RECOMMENDATION:

Consider adopting Resolution.

BACKGROUND/SUMMARY:

In 2016, The City Council appointed an ad hoc Council Committee to discuss the creation of a Joint Powers Authority with Napa County for the Napa County Fairgrounds, pursuant to which the City and the County would jointly operate the Fairgrounds. In March 2018, following the reordering of priorities by the County, the ad hoc committee shifted focus and began discussions with the County related to the purchase by the City of some or all the Fairgrounds.

Over the course of two years the City and County negotiated for the City to purchase approximately

34.3 acres of the Fairgrounds property in Calistoga located at 1435 and 1601 N. Oak. The Property was at that time the home to the Napa County Fair in Calistoga, the Calistoga Speedway, the RV Park, several buildings, and other community facilities. Unfortunately, in May 2020, due to the unprecedented financial conditions associated with the COVID19 pandemic, the City of Calistoga and the County of Napa mutually concurred that the transaction contemplated by the Purchase and Sale Agreement ("PSA") should not move forward due to changed circumstances related to the COVID-19 crisis; accordingly, the City and County both moved to terminate the PSA.

In the Fall of 2021, the City reached out to the County to determine if there was interest in selling the entire Fairgrounds property (approximately 70acres). The additional acreage primarily consists of the closed 9-hole golf course, pro shop and 2 residences. After several months of negotiations, it appears the City and County are close to finalizing the terms of the PSA.

During the negotiations the City staff evaluated alternative methods of funding the purchase of the Fairgrounds. However, an additional consideration was the significant deferred maintenance and capital improvement costs the City would inherit if the purchase was finalized. During the previous due diligence period, the City commissioned preparation of a reserve analysis to estimate those costs.

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With the new discussions underway for purchase of the entire property, staff initiated an update of the study which also included incorporating inflation factors, as well as prevailing wage considerations in the rehabilitation of the existing structures. The result was a significant increase in capital repair costs and on-going maintenance costs.

Therefore, to provide sufficient financial resources to fund the purchase, capital repairs and on-going maintenance of the Fairgrounds, staff engaged NHA Advisors, LLC, a municipal advisor to assist in evaluating alternative funding mechanisms. Based on this analysis it was determined that the most appropriate financing mechanism would be the formation of a Community Facility District in accordance with the Mello-Roos Community Facilities Act of 1982, facilitating both the issuance of tax-exempt bonds and funding up basic, on-going operational costs. Below is an overview of Community Facility Districts.

Community Facility District Overview
Community Facilities Districts (“CFD”) provide a means of financing public facilities and services through the levy of a special tax. The annual revenues (special taxes) can be used to make debt service payments, fund capital projects or pay for operations expenses. The formation of a CFD requires the establishment of a boundary map to identify all properties that may be subject to the special tax. Through the formation process, the purpose of the CFD must be stated including the use of the special tax proceeds and what public improvements may be funded by the special tax levy.

A CFD requires several procedural steps including the drafting of a Rate and Method of Apportionment (“RMA”) which defines the special tax, formulas for allocation of the special tax, authorized public facilities to be funded and the process for adjusting in the event parcels change land use categories or participate in a lot split. In addition to the RMA, a CFD Boundary Map (“Map”) is required to identify properties and a resolution calling for the intention to form the CFD (“ROI”). The first step of the approval process includes the ROI, Map and RMA and calls for a public hearing approximately 30-60 days after the ROI is adopted. During the public hearing, the City Council can approve a resolution of formation (”ROF”), a resolution of necessity for bonds (“RONB”), a resolution approving bonds (“RAB”) and calling for an election from registered voters within the CFD boundaries. The election will typically occur 90-180 days from the public hearing date.

If the election is successful (requiring 2/3rds approval of returned ballots), the CFD is activated and available to levy the special tax. If the election is unsuccessful, the CFD process is abandoned and no further actions are required.

DISCUSSION:

The City will need appropriate outside consultants to form a CFD and implement the bond issuance.

The City Manager, utilizing her purchasing authority, previously engaged NHA Advisors to assist in evaluating and recommending a preferred finance mechanism. If the Council determines to move forward staff is recommending to additionally engage NHA Advisors for on-going project services, and also engage bond counsel and a special tax consultant at this time. Therefore, staff is proposing to engage the following financing team members:
• NHA Advisors, LLC as municipal advisor
• NBS as special tax consultant
• Jones Hall as bond and disclosure counsel
NHA Advisors, LLC
NHA has worked with over 175 public agencies on hundreds of diverse projects, ranging from small $500,000 privately placed loans to larger $500 million bond financings. NHA will oversee the CFD

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formation and election including preparing the financing plan for the CFD formation, work with the City staff, special tax consultant and counsel on the special tax allocation and development of the rate and method and revenue projections and parcel tax. The fee for their services is a not to exceed $25,000.

NBS
NBS has been in operation since 1996 and has supported California municipalities with the implementation and ongoing administration of local funding tools providing a full range of revenue consulting services for more than 500 public agencies to date, including cities, counties, school districts, utilities, and special districts. NBS will serve as the Special Tax Consultant and be responsible for preparing the rate and apportionment and levy of special taxes in the CFD. NBS will subcontract with a private elections service firm to assist the City and consultant team in administering the CFD ballot election process. The fee their services is a not to exceed $73,500.

Jones Hall
Jones Hall has been assisting public agencies finance public infrastructure through a practice devoted exclusively to municipal bond law since 1978. As bond and disclosure counsel they will work with the City and finance team in structuring the transactions and preparing all documents required for the authorization and issuance of the bonds. Jones Hall served as special counsel and disclosure counsel for the City of Calistoga 2018 Water & Wastewater Revenue Certificates of Participation which closed in May 2018. The firm also represented the City with respect to its 2007 Capital Improvement Projects Financing. The not to exceed amount for their legal services for CFD formation and the special tax election is $30,000.

City staff has reviewed the qualifications of the foregoing consultants and has confirmed that NHA Advisors, LLC, Jones Hall and NBS each have specialized skills and experience relating to municipal bond financings. Agreements for professional services are exempt from the City’s competitive bidding requirements pursuant to Calistoga Municipal Code section 3.34.070(A)(1).

CONSISTENCY WITH CITY COUNCIL GOALS AND OBJECTIVES:

The recommended action conforms to Council Goal 1: Maintain and enhance the economic vitality of the community and the financial stability of the City, specifically Priority Project #4: Support long-term land stewardship of the Napa County Fairgrounds.

CEQA STATUS:

That the recommend action is not a project under the definitions contained in the Guidelines of the California Environmental Quality Act (CEQA) and is therefore exempt from CEQA.

FINANCIAL IMPACT:

The total not to exceed amount for the three Consultant Service Agreements is $128,500, which will be funded by a transfer from the General Fund. The intent is for the sale of the bonds to fully reimburse the City for the cost of forming the Community Facility District and conducting the special tax election.

ATTACHMENT(S):

Resolution Authorizing Execution of CSAs for Fairgrounds Consultant Services Agreement for NHA Advisors
Consultant Services Agreement for NBS
Consultant Services Agreement for Jones Hall
APPROVAL(S):

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Laura Snideman, City Manager Approved - Sep 09 2022
Marni Rittburg, City Clerk Approved - Sep 09 2022

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RESOLUTION NO. 2022-XXXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA,

COUNTY OF NAPA, STATE OF CALIORNIA, AUTHORIZING THE CITY

MANAGER TO EXECUTE CONSULTANT SERVICE AGREEMENTS

WITH NHA ADVISORS LCC, NBS AND JONES HALL FOR SERVICES

IN CONNECTION WITH FORMATION OF A COMMUNITY FACILTY

DISTRICT AND BOND ISSUANCE FOR THE PURCHASE, CAPITAL

IMPROVEMENT AND MAINTENANCE OF THE NAPA COUNTY

FAIRGROUNDS
WHEREAS, the City Council of the City of Calistoga (the “City”) is proceeding to acquire the Napa County Fairgrounds from the County of Napa, and construct certain improvements, rehabilitate existing buildings, and maintain facilities thereon (collectively, the “Project”); and
WHEREAS, in order to provide funds to finance the Project, the City Council intends to proceed with the formation of a Community Facilities District in conformance with the Mello-Roos Community Facilities Act of 1982 and issue and sell tax tax-exempt bonds (the “Bonds”) to fund the Project; and
WHEREAS, the City desires to hire a financing team to assist with the formation of the Community Facilities District, issuance of the Bonds and the financing of the Project; and
WHEREAS, the City Council of the City wishes at this time to authorize the engaging of the professionals necessary to undertake the financing; and WHEREAS, staff has reviewed the qualifications of the recommended professionals and requests that the City Council authorize the City Manager to execute Consultant Service Agreements with NHA Advisors, Jones Hall and NBS.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES HEREBY find the following:

1. The City Council hereby declares that it reasonably expects to issue the Bonds and to use a portion of the proceeds thereof to reimburse expenditures made by the City for the Project before the date of issuance of the Bonds.

2. Authorizes the City Manager to execute agreements with NHA Advisors, LLC as municipal advisor in an amount not to exceed $25,000, NBS, as special tax consultant in an amount not to exceed $73,500 and Jones Hall, as bond counsel and disclosure counsel in an amount not to exceed $25,000 to act on behalf of the City in the formation of the CFD, conducting of the special election, and preparation of the financing documents needed to issue and deliver the Bonds.

PASSED, APPROVED AND ADOPTED this ___ day of _____, 2022. I, MARNI RITTBURG, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:

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AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:
____________________________ __________________________ Marni Rittburg, CMC, City Clerk Chris Canning, Mayor

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AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this 1st day of September, 2022, by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as "CITY") and NHA Advisors, a California limited liability company (hereinafter referred to as "CONSULTANT"). CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, CITY requires financial advisory services in connection with the potential funding of the City’s fairground property acquisition;
WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.

NOW, THEREFORE, for the considerations hereinafter set forth, CONSULTANT and CITY agree as follows:

ARTICLE 1 - SCOPE OF SERVICES

1.1. Scope of Work. CONSULTANT agrees to furnish the services set forth in Exhibit A, Scope of Work, which is attached hereto and incorporated herein (the "Services").

1.2. Compliance with Law. The Services shall be performed in accordance with all applicable federal, state and local laws, ordinances, rules, regulations and orders.

1.3. Time is of the Essence. CONSULTANT agrees to diligently prosecute the Services. In the performance of this Agreement, time is of the essence.

1.4. Professional Competence. CONSULTANT represents that it has the professional skills necessary to perform the Services and that it will perform the Services in a skillful and professional manner. CONSULTANT represents that it has all the necessary licenses to perform the Services and shall maintain them throughout the term of this Agreement.

CONSULTANT agrees that the Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULTANT is engaged, in the same or similar geographical area in which CONSULTANT practices its profession, and will prepare all work products required by this Agreement in accordance with such standards. CITY and CONSULTANT agree that CONSULTANT is in responsible charge of the Services and CITY shall have no control over the method or means of performance of the Services. Acceptance by CITY of the Services does not operate as a release of CONSULTANT from professional responsibility for the Services performed.

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1.5. Independent Contractor. CONSULTANT is an independent contractor and not an employee of CITY. CONSULTANT expressly warrants that it will not represent that it is an employee of CITY. Persons employed or utilized by CONSULTANT in the performance of the Services will not be employees or agents of CITY. CONSULTANT is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

1.6. Confidentiality. CONSULTANT agrees to maintain in confidence and not disclose to any person, firm, governmental entity, or corporation, without CITY's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of CITY. CONSULTANT further agrees to maintain in confidence and not to disclose to any person, firm, governmental entity, or corporation any data, information, technology, or material developed or obtained by CONSULTANT during the performance of the Services. The covenants contained in this Section 1.6 shall survive the termination of this Agreement for whatever cause.

1.7. Ownership of Material. Any reports and other material prepared by or on behalf of CONSULTANT under this Agreement (collectively, the "Documents") shall be and remain the property of CITY. All Documents not already provided to CITY shall be delivered to CITY on the date of termination of this Agreement for any reason. The Documents may be used by CITY and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes CITY may deem appropriate without further employment of or payment of any compensation to CONSULTANT.

1.8. Documentation. CONSULTANT shall keep and maintain full and complete documentation and accounting records, employee time sheets, and correspondence pertaining to the performance of the Services, and CONSULTANT shall make such documents available for review and/or audit by CITY and CITY's representatives at all reasonable times for at least four years after the termination of this Agreement or completion of the Services.

1.9. Testimony. CONSULTANT agrees to testify at CITY's request if litigation is brought against CITY in connection with the Services. Unless the action is brought by CONSULTANT or is based upon CONSULTANT's negligence, CITY will compensate CONSULTANT for the preparation and the testimony at CONSULTANT's standard hourly rates.

ARTICLE 2 - COMPENSATION

2.1. Compensation. Compensation for the Services shall be in accordance with Exhibit B, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $25,000 ("Cost Ceiling").

2.2. Invoices. CONSULTANT shall submit monthly invoices in a form satisfactory to CITY on or before the tenth day of each month for Services provided during the preceding month. CONSULTANT shall submit time and cost records as necessary to substantiate performance of the Services. Within 35 days after receipt of each such invoice, CITY

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shall verify the accuracy of the invoice, correct the charges where appropriate and as discussed and mutually agreed with CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as verified or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT's work. CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in CONSULTANT's performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.

2.3. Status Reports. Together with each monthly invoice, CONSULTANT shall submit a status report detailing the amount expended on the Services to that date and the remaining amount to be expended before the Cost Ceiling is reached. CONSULTANT shall notify CITY in writing when payments have reached 90 percent of the Cost Ceiling.

2.4. Withholding. In lieu of holding retention, CITY shall withhold CONSULTANT's final payment until the Services are complete and CITY has received all Documents.

CONSULTANT shall diligently continue and complete performance of the Services if the Services are not complete at the time CONSULTANT has performed services up to the Cost Ceiling.

ARTICLE 3 - TIME OF PERFORMANCE

3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term"). CONSULTANT agrees to complete all services by August 15, 2022.

3.2. Termination. This Agreement may be terminated at any time by CITY upon written notice to CONSULTANT.

3.3. Final Payment. CONSULTANT shall be entitled to compensation for Services performed up to the time of such termination, it being understood that any payments are full compensation for the Services rendered under this Agreement.

3.4. Other Remedies. Nothing in this Article 3 shall be deemed to limit the respective rights of the parties to terminate this Agreement for cause or otherwise to exercise any rights or pursue any remedies which may accrue to them.

ARTICLE 4 - DESIGNATED CONTACTS

4.1. CITY Contact. CITY designates Laura Snideman, its City Manager, as its contact who shall be responsible for administering and interpreting the terms and conditions of this Agreement, for matters relating to CONSULTANT's performance under this Agreement, and for liaison and coordination between CITY and CONSULTANT. In the event CITY wishes to make a change in CITY's representative, CITY will notify CONSULTANT of the change in writing.

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4.2. CONSULTANT Contact. CONSULTANT designates Craig Hill, Managing Principal as its contact, who shall have immediate responsibility for the performance of the Services and for all matters relating to performance under this Agreement. Any change in CONSULTANT's designated contact shall be subject to written approval by CITY.

ARTICLE 5 - INDEMNIFICATION AND INSURANCE

5.1. Indemnification. CONSULTANT shall, to the fullest extent allowed by law, with respect to claims, liability, loss, damage, costs, or expenses, including reasonable attorney's and expert witness fees, awards, fines, penalties, or judgments, arising out of or relating to the Services (collectively "Claims"), defend, indemnify, and hold harmless CITY, its Officials, officers, employees and agents (the "CITY Parties"), except to the extent the Claims are attributable to CITY Parties' gross negligence or willful misconduct. CONSULTANT shall defend the CITY Parties as required by California Civil Code Section 2778, and with counsel reasonably acceptable to those parties.

CONSULTANT shall have no right to seek reimbursement from the CITY Parties for the costs of defense.

If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault.

The obligations contained in this Section 5.1 shall survive the termination of this Agreement for whatever cause for the full period of time allowed by law and shall not in any way be limited by the insurance requirements of this Agreement.

5.2. Health and Safety. CONSULTANT may perform part of the Services at sites which contain unknown working conditions and contaminated materials. CONSULTANT shall be solely responsible for the health and safety of CONSULTANT's employees during the performance of the Services.

5.3. Insurance. CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency shall procure, provide and maintain at all times during the performance of this Agreement, and for such additional periods as described herein, the insurance listed below with insurers licensed to do business in the State of California and with a Best's rating of no less than A:VII.

A. Commercial Automobile Liability Insurance. Commercial Automobile Liability Insurance providing bodily injury liability and property damage, to protect against all liability arising out of the use of any owned, leased, passenger or commercial automobile at a minimum amount of $1,000,000 combined single limit and $2,000,000 aggregate. Coverage shall apply to hired and non-owned autos.

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B. Commercial General Liability Insurance. Commercial General Liability Insurance, with limits providing a minimum amount of $1,000,000 combined single limit coverage for each occurrence, $2,000,000 general aggregate and $2,000,000 products/completed operations aggregate. The insurance shall cover all operations including but not limited to the following: (1) premises, operations and mobile equipment liability; (2) completed operations and products liability; (3) contractual liability insuring the obligations assumed by CONSULTANT in this Agreement; (4) broad form property damage liability; (5) personal injury liability endorsement, including death; and (6) automobile bodily injury and property damage insurance, including all owned, hired and non-owned equipment.

C. Professional Liability Insurance. Professional Liability Insurance protecting against liabilities arising out of or in connection with negligent acts, errors, or omissions of CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency in connection with this Agreement, at a minimum amount of $1,000,000 combined single limit coverage and $1,000,000 aggregate, on a "claims made basis" with a continuation of coverage extension for liabilities for two years from the date the Services are substantially complete. Such professional liability policies shall include coverage for liability assumed by the CONSULTANT under this Agreement.

D. Workers Compensation Insurance. Workers Compensation insurance, occupational disease insurance and employer’s liability insurance shall be required with minimum limits as required by law, covering all workplaces involved in this Agreement.

E. Policy Terms. Concurrently with execution of this Agreement, CONSULTANT shall provide CITY with Certificates of Insurance evidencing that CONSULTANT has obtained or maintains the insurance required by this Section

5.3. The Certificates shall be on forms acceptable to CITY. CONSULTANT shall also furnish CITY with original endorsements with the following documentation:
• Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after CITY shall have received written notification thereof from CONSULTANT by United States mail;
• Providing that CONSULTANT's insurance shall apply separately to each insured against whom claim is made or suit is brought, and include a “separation of insureds” or “severability” clause which treats each insured separately, except with respect to the limits of the insurer's liability (cross-liability endorsement);
• Excepting CONSULTANT’S professional liability insurance, naming CITY, its City Council, boards, commissions, committees, officers, employees and agents as additional insureds (“Additional Insureds”); and • Providing that for any claims relating to CONSULTANT's services hereunder, CONSULTANT's insurance coverage shall be primary insurance with respect to CITY, its City Council, boards, commissions, committees, officers, employees and agents, and that any insurance or self-insurance maintained by

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CITY for itself, its City Council, boards, commissions, committees, officers, employees and agents shall be in excess of CONSULTANT's insurance and shall not be contributory with it.
• It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverages requirements and/or limits shall be available to the Additional Insured, including but not limited to any umbrella or excess insurance.

Furthermore, the requirements for coverage and limits shall be the greater of:
(a) the minimum coverage and limits specified in this Agreement; or (b) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.

F. Material Breach. If CONSULTANT fails to maintain insurance coverage or provided insurance documentation which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. CITY, at its sole option, may terminate this Agreement and obtain damages from CONSULTANT resulting from said breach. Alternatively, CITY may purchase the required insurance coverage, and without further notice to CONSULTANT, may deduct from sums due to CONSULTANT any premium costs advanced by CITY for such insurance. These remedies shall be in addition to any other remedies available to CITY.

ARTICLE 6 - NOTICES
All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile or reputable overnight courier and shall be deemed received upon the earlier of: (1) if personally delivered, the date of delivery to the address of the person to receive such notice; (2) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; (3) if sent by facsimile, with the original sent on the same day by overnight courier, the date on which the facsimile is received, provided it is before 5:00 P.M. Pacific Time; or (4) if sent electronically, the date of delivery on the confirmed read receipt. Notice of change of address shall be given by written notice in the manner described in this Article 6. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed to constitute receipt of the notice or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:

If to CITY: Laura Snideman, City Manager
1232 Washington Street
Calistoga, CA 94515
Email: [email protected]
Phone: 707-942-2806

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If to CONSULTANT: Craig Hill, Managing Principal
NHA Advisors, LLC
4040 Civic Center Drive, Suite 200
San Rafael, CA 94903
Phone: 415.785.2025
Facsimile: 415.506.3401
Email: [email protected]
ARTICLE 7 - MISCELLANEOUS

7.1. Conflict of Interest Prohibition. CITY and CONSULTANT will comply with the requirements of the CITY’s Conflict of Interest Code adopted pursuant to California Government Code §87300 et seq., the Political Reform Act (California Government Code §81000 et seq.), the regulations promulgated by the Fair Political Practices Commission (Title 2, §18110 et seq. of the California Code of Regulations), California Government Code §1090 et seq., and any other ethics laws applicable to the performance of the Services and/or this Agreement. CONSULTANT may be required to file with the CITY Clerk a completed Form 700 before commencing performance of the Services unless the CITY Clerk determines that completion of a Form 700 is not required, pursuant to CITY’s Conflict of Interest Code. Form 700 forms are available from the CITY Clerk.

CONSULTANT may not perform Services for any other person or entity that, pursuant to any applicable law or regulation, would result in a conflict of interest or would otherwise be prohibited with respect to CONSULTANT’s obligations pursuant to this Agreement.

CONSULTANT agrees to cooperate fully with CITY and to provide any necessary and appropriate information requested by CITY or any authorized representative concerning potential conflicts of interest or prohibitions concerning CONSULTANT’s obligations pursuant to this Agreement.

CONSULTANT may not employ any CITY official, officer or employee in the performance of the Services, nor may any official, officer or employee of CITY have any financial interest in this Agreement that would violate California Government Code §1090 et seq. CONSULTANT hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of CITY. If CONSULTANT was an employee, agent, appointee, or official of CITY in the previous twelve months, CONSULTANT warrants that it did not participate in any manner in the forming of this Agreement. CONSULTANT understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for CONSULTANT’s performance of the Services, including reimbursement of expenses, and CONSULTANT will be required to reimburse CITY for any sums paid to CONSULTANT under this Agreement. CONSULTANT understands that, in addition to the foregoing, penalties for violating Government Code §1090 may include criminal prosecution and disqualification from holding public office in the State of California.

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Any violation by CONSULTANT of the requirements of this provision will constitute a material breach of this Agreement, and the CITY reserves all its rights and remedies at law and equity concerning any such violations.

7.2. Subcontracting. CONSULTANT may subcontract portions of the Services upon the prior written approval of CITY. CONSULTANT will be solely responsible for payment of such subcontract Services. No contractual relationship will exist between any such subcontractors of CONSULTANT and CITY. CONSULTANT’s subcontractors agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under the Agreement. CONSULTANT’s subcontractors further agree to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, with any subsubcontractor to the extent they apply to the scope of the sub-subcontractor’s work. A copy of the CITY indemnity and insurance provisions will be furnished to CONSULTANT’s subcontractors upon request.

7.3. Entire Agreement. This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may only be modified by an amendment in writing signed by each party.

7.4. No Assignment. The Services are deemed unique and neither party shall assign, transfer, subcontract or otherwise substitute its interest in this Agreement or any of its obligations hereunder without the prior written consent of the other party. As limited by this Section

7.2, this Agreement is to be binding on the successors and assigns of the parties hereto.

7.5. Severability. If any part of this Agreement is determined to be unconstitutional, invalid or beyond the authority of either party, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement can be interpreted to give effect to the intentions of the parties.

7.6. Counterparts. This Agreement may be signed in counterparts and, when fully signed, such counterparts shall have the same effect as if signed in one document.

7.7. Choice of Law. This Agreement and all matters relating to it shall be governed by the laws of the State of California without reference to its choice of laws principles and venue shall be in the appropriate court in Napa County, California.

7.8. Waiver. No failure on the part of either Party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other further breach.

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7.9. Mediation. In the event the parties are unable to resolve a dispute arising under this Agreement through good faith negotiations, the parties agree to submit the matter to mediation with a mutually agreeable mediator. Prior to the mediation, the parties shall exchange any documents reasonably necessary to resolve the matter to be mediated.

7.10. Interpretation. In the event this Agreement is ever construed in any dispute between the parties, it and each of its provisions shall be construed without regard to the party or parties responsible for its preparation and shall be deemed to have been prepared jointly by the parties. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement.

7.11. Authority. Each individual executing this Agreement on behalf of one of the parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such party and that this Agreement is binding on such party in accordance with its terms.

7.12. Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or cause of action in favor of, a third party against either the CITY or CONSULTANT. CONSULTANT’s Services hereunder are being performed solely for the benefit of CITY. CITY shall be an express third-party beneficiary of all contracts between CONSULTANT and any subcontractors or subconsultants in connection with any services performed in connection with, or in furtherance of, this Agreement. * * *
[Signatures on Next Page]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

CITY OF CALISTOGA
By: Date:

Laura Snideman, City Manager

CONSULTANT
By: Date: September 1, 2022
Craig Hill, Managing Principal
Attest
By:

Marni Rittburg, City Clerk
Approved As To Form
By:

Michelle Marchetta Kenyon, City Attorney

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EXHIBIT A

SCOPE OF WORK
Special Tax District Formation & Election
• Provide and manage a detailed “master schedule” of tasks including district formation, documentation, and approvals
• Prepare Financing Plan for community facility district formation • Work with the City staff, special tax consultant and counsel on special tax allocation • Work with special tax consultant to develop rate and method and revenue projections and parcel tax
• Participate in community workshops or meetings as requested • Participate in City Council actions required to approve formation, hold public hearing and call for election
• Assist with outreach (as necessary) and ballot process

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EXHIBIT B
Compensation
CITY shall pay CONSULTANT for the Services on a cost reimbursement basis, up to the Cost Ceiling (as defined in Section 2.1 of the Agreement). CONSULTANT agrees to use appropriate methods to contain its fees and costs under this Agreement. Compensation shall include only the following costs, which shall all count toward the Cost Ceiling:

1. Direct Labor
Direct labor costs shall be the total number of hours worked on the job by each employee times the agreed hourly rate for such employee's labor as set forth on the attached Exhibit B-1. CITY will pay all personnel at their regular straight-time rate, including any work performed on overtime or on holidays or weekends.

2. Subconsultant Costs
Subconsultant services shall be billed at cost plus a 10 percent markup. CONSULTANT shall provide a copy of each subconsultant's invoice for which it seeks payment from CITY with any invoice in which such payment is requested.

3. Other Direct Costs
The following categories of costs are eligible for reimbursement, which shall be made at the actual cost to CONSULTANT without any additional mark-up:
a. Reasonable living and traveling expenses of employees when away from home office on business in its prosecution of the Services. CONSULTANT must have prior approval of CITY to be reimbursed for these expenses.
b. Automobile expenses for personal vehicle use, if necessary, at the IRS approved mileage rate.
c. Reproduction of drawings and specifications by CONSULTANT as required under this Agreement, at rates prevailing in this community for bulk reproduction or at other reasonable rates approved by CITY.
d. Special overnight delivery or messenger services.

Payments to CONSULTANT for reimbursable costs/expenses will be made only after the specific costs/expenses have been incurred and CONSULTANT has submitted substantiating documentation, such as copies of paid invoices or other documentation confirming that such costs/expenses have been incurred.

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EXHIBIT B-1
Budget
For work described above, CONSULTANT will be compensated based on time and materials required at the hourly rate schedule shown below. The estimated budget for these services is $25,000.

Rate Schedule
Staff
Allocation
Hourly
Rate
Principal $325
Director / Senior Vice President $300
Vice President $275
Assist. Vice President / Sr. Associate $250
Associate $225
Senior Analyst $200
Analyst $175
Administrative $ 75
Expenses (Out-of-Pocket)
All expenses will be billed directly at cost to the CITY. Expenses will be limited to those necessary for completion of the project.

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AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this _____________ day of _______________, 2022, by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as "CITY") and NBS Government Finance Group, dba NBS, a California corporation (hereinafter referred to as "CONSULTANT"). CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, CITY requires CFD Formation and Bond Issuance Disclosure services in connection with the Fairground Acquisition;
WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.

NOW, THEREFORE, for the considerations hereinafter set forth, CONSULTANT and CITY agree as follows:

ARTICLE 1 - SCOPE OF SERVICES

1.1. Scope of Work. CONSULTANT agrees to furnish the services set forth in Exhibit A, Scope of Work, which is attached hereto and incorporated herein (the "Services").

1.2. Compliance with Law. The Services shall be performed in accordance with all applicable federal, state and local laws, ordinances, rules, regulations and orders.

1.3. Time is of the Essence. CONSULTANT agrees to diligently prosecute the Services. In the performance of this Agreement, time is of the essence.

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ARTICLE 2 - COMPENSATION

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shall verify the accuracy of the invoice, correct the charges where appropriate and as discussed and mutually agreed with CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as verified or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT's work. CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in CONSULTANT's performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.

2.4. Withholding. In lieu of holding retention, CITY shall withhold CONSULTANT's final payment until the Services are complete and CITY has received all Documents.

CONSULTANT shall diligently continue and complete performance of the Services if the Services are not complete at the time CONSULTANT has performed services up to the Cost Ceiling.

ARTICLE 3 - TIME OF PERFORMANCE

3.2. Termination. This Agreement may be terminated at any time by CITY upon written notice to CONSULTANT.

ARTICLE 4 - DESIGNATED CONTACTS

4.1. CITY Contact. CITY designates ________________, its ________________, as its contact who shall be responsible for administering and interpreting the terms and conditions of this Agreement, for matters relating to CONSULTANT's performance under this Agreement, and for liaison and coordination between CITY and CONSULTANT. In the event CITY wishes to make a change in CITY's representative, CITY will notify CONSULTANT of the change in writing.

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4.2. CONSULTANT Contact. CONSULTANT designates Michael Rentner as its contact, who shall have immediate responsibility for the performance of the Services and for all matters relating to performance under this Agreement. Any change in CONSULTANT's designated contact shall be subject to written approval by CITY.

ARTICLE 5 - INDEMNIFICATION AND INSURANCE

CONSULTANT shall have no right to seek reimbursement from the CITY Parties for the costs of defense.

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B. Commercial General Liability Insurance. Commercial General Liability Insurance, with limits providing a minimum amount of $1,000,000 combined single limit coverage for each occurrence, $2,000,000 general aggregate and $2,000,000 products/completed operations aggregate. The insurance shall cover all operations including but not limited to the following: (1) premises, operations liability; (2) completed operations and products liability; (3) contractual liability insuring the obligations assumed by CONSULTANT in this Agreement; (4) broad form property damage liability; (5) personal injury liability endorsement, including death;.

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employees and agents shall be in excess of CONSULTANT's insurance and shall not be contributory with it.
• It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverages requirements and/or limits shall be available to the Additional Insured, including but not limited to any umbrella or excess insurance.

If to CITY: Laura Snideman, City Manager
1232 Washington Street
Calistoga, CA 94515
Email: [email protected]
Phone: 707-942-2806

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If to CONSULTANT: Michael Rentner, President & CEO
NBS
32605 Temecula Parkway, Ste 100
Temecula, CA 92592
Phone: 951-296-1997
Email: [email protected]
ARTICLE 7 - MISCELLANEOUS

Any violation by CONSULTANT of the requirements of this provision will constitute a

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material breach of this Agreement, and the CITY reserves all its rights and remedies at law and equity concerning any such violations.

7.2, this Agreement is to be binding on the successors and assigns of the parties hereto.

7.6. Counterparts. This Agreement may be signed in counterparts and, when fully signed, such counterparts shall have the same effect as if signed in one document.

7.9. Mediation. In the event the parties are unable to resolve a dispute arising under this Agreement through good faith negotiations, the parties agree to submit the matter to

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mediation with a mutually agreeable mediator. Prior to the mediation, the parties shall exchange any documents reasonably necessary to resolve the matter to be mediated.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

CITY OF CALISTOGA
By: Date:

Laura Snideman, City Manager

CONSULTANT
By: Date:

David Ketcham, Vice President
By: Date:

Michael Rentner, President & Secretary
Attest
By:

Marni Rittburg, City Clerk
Approved As To Form
By:

Michelle Marchetta Kenyon, City Attorney

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EXHIBIT A

SCOPE OF WORK
Community Facilities District (CFD) Formation Services
(Bonded, Registered Voter Mail Ballot Election)
Kick-Off Meeting, Project Schedule
NBS will meet with City staff, legal counsel, financial advisor and other interested parties to:
• Establish lines of communication
• Clarify the specific project goals and criteria that will meet the City’s preference • Identify and resolve any special circumstances regarding the formation of the CFD • Develop project schedules to meet legal requirements and provide for effective interaction of all involved parties
• Establish meeting dates consistent with schedule to achieve project milestones

LOCAL GOALS & POLICIES
NBS will review existing local goals and policies or assist the City and legal counsel in developing local goals and policies for the use of CFDs, as required by the Mello-Roos Community Facilities Act of 1982 (the “Act”).

Data Collection
NBS will gather and review data relevant to the formation of the CFD. Data will be obtained from various sources, including City records, Assessor’s parcel maps, and County Assessor information.

District Boundaries
NBS will make determinations of the property subject to the Special Tax. • Establish boundaries for the CFD, giving consideration to both the project area and peripheral lands
• Verify ownership based on last equalized tax roll
• Formulate concepts with viable alternatives for spreading costs reasonably within the CFD boundary
Cost Estimate
NBS will obtain the estimate of project costs and incidental expenses and prepare a total project Cost Estimate.

RATE MODELING

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NBS will analyze the property data and cost estimate to formulate concepts with viable alternatives for spreading costs reasonable within the CFD boundary, taking into account the overlapping debt, value to lien and overall tax burden on the property.

Rate and Method of Apportionment
NBS will formulate and present the Rate and Method of Apportionment to the City, legal counsel, the financial advisor and others, as appropriate.

Mapping
NBS will prepare the Boundary Map and related documents and present to the City as required by the Act.

INTENT MEETING
NBS will present to City Council and the public regarding the CFD formation process, the analysis that led to the setting of CFD special tax rates, and the methodology developed for the special tax.

CFD Report
Based on the results of the aforementioned reviews, discussions and modifications, NBS will prepare a detailed written report including the Cost Estimate, the Rate and Method of Apportionment and the Boundary Map and present to the City, legal counsel, the financial advisor and property owners. NBS will file the Special Tax Report with the City Clerk.

Public Hearing
NBS will present all necessary testimony and respond to public comments regarding the district formation proceedings.
election
NBS will work with the election official to provide necessary data and documents related to a registered voter election.

MEETINGS
NBS will attend all project calls/virtual meetings without limit according to the needs of the City and the financing team. NBS is available to attend the Intent Meeting and Public Hearing either virtually or in person as preferred by the City. present to City Council and the public regarding the CFD formation process, the analysis that led to the setting of CFD special tax rates, and the methodology developed for the special tax.

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Community Facilities District (CFD) Bond Issuance Disclosure Kick-Off Meeting, Project Schedule
NBS will meet with City staff, legal counsel, any financial advisor and other interested parties to:
• Establish lines of communication
• Clarify the specific project goals and criteria that will meet the City’s preference • Identify and resolve any special circumstances regarding the bond issuance • Develop project schedules to meet legal requirements and provide for effective interaction of all involved parties
• Establish meeting dates consistent with schedule to achieve project milestones

LOCAL GOALS & POLICIES
NBS will review existing local goals and policies as required by the Mello-Roos Community Facilities Act of 1982 (the “Act”).

Data Collection
NBS will gather and review data relevant to the bond issuance. Data will be obtained from various sources, including City records, Assessor’s parcel maps, and County Assessor information.

PROPERTY DATA
NBS will provide certain disclosure data for the bond offering documents. Such data shall include parcel data, assessed value data, land use, development status and special tax classification information. NBS will also coordinate with the financing team to order overlapping debt data and sample tax bills, as requested.

REVIEW BOND DOCUMENTS
NBS will review all bond documents prepared and provided by bond or other legal counsel and the financial advisor including the Official Statement, the Bond Indenture and the Continuing Disclosure Agreement.
data processing
NBS will process the property data and provide the following as requested:
• Current and prior years’ special tax delinquencies.
• Assessed Valuation History
• Top CFD Property Owners
• Value to Lien Calculations

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MUNICIPAL ADVISOR DISCLOSURE
Disclosure of Conflicts of Interest and Legal or Disciplinary Events Pursuant to Municipal Securities Rulemaking Board (“MSRB”) Rule G-42, on Duties of NonSolicitor Municipal Advisors, Municipal Advisors are required to make certain written disclosures to clients and potential clients which include, amongst other things, Conflicts of Interest and any Legal or Disciplinary events of NBS and its associated persons.

Conflicts of Interest
Compensation
NBS represents that in connection with the issuance of municipal securities, NBS may receive compensation from an Issuer or Obligated Person for services rendered. Any such compensation may be contingent upon the successful closing of a transaction and/or is based on the size of a transaction. Consistent with the requirements of MSRB Rule G-42, NBS hereby discloses that such contingent and/or transactional compensation may present a potential conflict of interest regarding NBS’ ability to provide unbiased advice to enter into such transaction. This conflict of interest does not impair NBS’ ability to render unbiased and competent advice or to fulfill its fiduciary duty to the Issuer.

It should be noted that other forms of compensation (i.e., hourly or fixed-fee based) may also present a potential conflict of interest regarding NBS’ ability to provide advice regarding a municipal security transaction. These other potential conflicts of interest will not impair NBS’ ability to render unbiased and competent advice or to fulfill its fiduciary duty to the Issuer.

The fee paid to NBS increases the cost of investment to your agency. The increased cost occurs from compensating NBS for municipal advisory services provided Other Municipal Advisor Relationships
NBS serves a wide variety of other clients that may from time to time have interests that could have a direct or indirect impact on the interests of another NBS client. For example, NBS serves as Municipal Advisor to other municipal advisory clients and, in such cases, owes a regulatory duty to such other clients just as it does to your agency. These other clients may, from time to time and depending on the specific circumstances, have competing interests. In acting in the interests of its various clients, NBS could potentially face a conflict of interest arising from these competing client interests. NBS fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith with your agency.

If NBS becomes aware of any additional potential or actual conflict of interest after this disclosure, NBS will disclose the detailed information in writing to the issuer or obligated person in a timely manner.

Legal or Disciplinary Events
NBS does not have any legal events or disciplinary history on NBS’ Form MA and Form MA-I, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. The Issuer may electronically access NBS’ most recent Form MA and each most

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recent Form MA-I filed with the Commission at the following website:
www.sec.gov/edgar/searchedgar/companysearch.html.

There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-I filed with the SEC. If any material legal or regulatory action is brought against NBS, NBS will provide complete disclosure to the Issuer in detail allowing the Issuer to evaluate NBS, its management and personnel.

Pursuant to Municipal Securities Rulemaking Board Rule G-10, on Investor and Municipal Advisory Client Education and Protection, Municipal Advisors are required to provide certain written information to their municipal entity and obligated person clients which include the following:
• NBS Government Finance Group is currently registered as a Municipal Advisor with the U.S. Securities and Exchange Commission and the Municipal Securities Rulemaking Board.
• Within the Municipal Securities Rulemaking Board (“MSRB”) website at www.msrb.org, your agency may obtain the Municipal Advisory client brochure that is posted on the MSRB website. The brochure describes the protections that may be provided by the MSRB Rules along with how to file a complaint with financial regulatory authorities.

TrueBallot – Scope of Services

BALLOT DESIGN AND DATA CONFERENCE(S)
Conferences as necessary with the organization to discuss ballot structure, design, rules, reporting, logistics, procedure and data.

DATA CONVERSION
Accurate data of the voter list with necessary voter groupings delivered to TBI in a single file in electronic format.

Convert organization’s existing database to MS Access compatible database.

PRINT BALLOTS AND INSTRUCTIONS
8½ x 11 with detachable perforation portion.

Computer generated watermark and instructions
By union contractor

PRINT ENVELOPES
Stock #10 window envelope with return address printing
Stock, double window #9 plain
Preprinted #9/8 “Secret Ballot” envelopes with printing By union contractor

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OTHER PRINTED MATERIALS
Biographies or other printed materials cost dependent on length Graphic design services at cost

MAILING OF BALLOTS
Insertion of ballots and envelopes mailing
Ballots inserted and mailed Lanham, Md.

By union contractor

US POSTAL CHARGES
Post office box rental with caller service
Organization to open box locally
OR TBI to obtain

DUPLICATE BALLOT REQUEST/ADD VOTER
Replacement /reprinting of lost or undelivered ballots. Add new voter done at the request of the Organization. Ballot to include address revisions as provided by Organization. Duplicate Ballot Requests to be in compatible format and medium.

UNDELIVERED BALLOTS
Ballots returned as undelivered: TBI will advise Organization (electronic and/or hard copy) of the identity of ballots that have been returned undelivered and store undelivered ballots pending the count.

RE-MAILING OF BALLOTS
Duplicate ballots mailed together with ballot materials.

RETURN AND RETRIEVAL OF BALLOTS
Ballots returned to U.S. Postal Box(es) near ballot count site.

Retrieval from Post Office on the day ballots are to be counted.

REGISTRATION AND TABULATION
Registration of all return ballots, matched against existing voter list, duplicate and ineligible ballots removed.

Tabulation of individual ballots (includes all equipment rental) Includes on site ballot tabulation

RESULTS INFORMATION
Results certification report.

P.C. Compatible reports and MS Access compatible data, and ballot images delivered on CDROM (Reports include results tabulation, voter table, undelivered ballot table). Included TrueReview auditing program.

BALLOT MATERIALS
All ballot materials, including undelivered ballots to be returned as directed by organization.

TRAVEL AND MEALS
Travel for one or 2 people, meals and transport.
1 or two days

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1. Monthly Billing Compensation to be paid by Client to Consultant shall be in accordance with the portion of work completed each month as set forth in Exhibit B-1.

2. Subconsultant Costs
Subconsultant services shall be billed at cost. CONSULTANT shall provide a copy of each subconsultant's invoice for which it seeks payment from CITY with any invoice in which such payment is requested.

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EXHIBIT B-1
CFD Formation ...........................................................................................................................$28,500 CFD Election Services(1)............... $10,500-15,500 based on final ballot package design and structure Estimated Expenses ......................................................................................................................$1,500 Bond Issuance Disclosure ...........................................................................................................$19,500 Estimated Expenses ......................................................................................................................$2,500 In Person Meeting Attendance..................................................................................$1,500 per meeting

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1 AGREEMENT FOR LEGAL SERVICES

BETWEEN

CITY OF CALISTOGA
AND

JONES HALL, A PROFESSIONAL LAW CORPORATION,

FOR BOND COUNSEL AND DISCLOSURE COUNSEL SERVICES

IN CONNECTION WITH THE FORMATION OF A COMMUNITY FACILIITES

DISTRICT AND THE ISSUANCE OF BONDS RELATED THERETO
This AGREEMENT FOR LEGAL SERVICES is entered into this 29th day of August, 2022, between the CITY OF CALISTOGA (the “Client”) and JONES HALL, A PROFESSIONAL LAW CORPORATION, San Francisco, California (“Attorneys”).

BACKGROUND:

1. Client wishes to undertake the formation of a community facilities district (the “CFD”) to finance the costs of the acquisition, improvement and ongoing operations and maintenance of the site currently known as the Napa County Fairgrounds.

2. Client intends to issue bonds (the “Bonds”) to finance the acquisition of the Napa County Fairgrounds and the acquisition and/or improvement of public capital facilities thereon.

3. In connection with the foregoing, Client requires the services of nationally recognized bond counsel and disclosure counsel, which Attorneys can provide.

AGREEMENT:

In consideration of the foregoing and the mutual covenants contained in this Agreement, the Client and Attorneys agree as follows:

Section 1. Attorney-Client Relationship. Upon execution of this Agreement, the Client will be Attorney’s client and an attorney-client relationship will exist between Client and Attorneys. Attorneys assume that all other parties will retain such counsel, as they deem necessary and appropriate to represent their interests in this transaction. Attorneys further assume that all other parties understand that in this transaction Attorneys represent only the Client, Attorneys are not counsel to any other party, and Attorneys are not acting as an intermediary among the parties. Attorneys’ services as bond counsel and disclosure counsel are limited to those contracted for in this Agreement; the Client' s execution of this Agreement
will constitute an acknowledgment of those limitations. Attorneys’ representation of the Client will not affect, however, Attorneys’ responsibility to render an objective Bond Opinion.

Section 2. Scope of Engagement as Bond Counsel. Attorneys shall perform all of the following services as bond counsel in connection with the formation of the CFD and the issuance of the Bonds:
a. Consult and cooperate with Client and Client staff on all matters relating to (i) the formation of the CFD and (ii) the Bonds.

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2 b. Prepare (i) all proceedings for the formation of the CFD and registered voter election for the CFD (which should include establishing the City’s local goals and policies, resolutions of intention to establish the CFD and issue bonds/debt, notice of public hearing, resolution of formation, resolution declaring necessity to incur bonds/debt, resolution calling special election, form of ballot, resolution declaring results of election (if applicable), ordinance levying special tax (if applicable) and notice of special tax lien (if applicable)), and (ii) if the CFD election is successful, all proceedings for the authorization, issuance and delivery of the Bonds by the Client, including a resolution of the City Council authorizing the issuance and sale of the Bonds and approving related documents and actions; all related financing documents, all documents required for the closing of the issue; and all other proceedings incidental to or in connection with the issuance and sale of the Bonds.
c. Supervise the CFD formation and Bond closing.
d. Advise the Client, from the time Attorneys are hired as Bond Counsel until the Bonds are issued and the closing/funding of the Napa County Fairgrounds, as to compliance with federal tax law as required to ensure that interest on the Bonds is exempt from federal income taxation, assuming tax-exempt Bonds are intended to be issued. e. Upon completion of proceedings to Attorneys’ satisfaction and assuming taxexempt Bonds are intended to be issued, provide a legal opinion (the “Bond Opinion”) approving the validity and enforceability of the proceedings for the authorization, issuance and delivery of the Bonds, and stating that interest on the Bonds is (i) excluded from gross income for purposes of federal income taxes and (ii) exempt from California personal income taxation. The Bond Opinion will be addressed to the Client, and may also be addressed to the underwriter of the Bonds and other participants in the financing.
f. Review those sections of the official statement or other form of offering or disclosure document to be disseminated in connection with the sale of the Bonds involving summary descriptions of the formation of the CFD, the Bonds, the legal proceedings leading to the authorization and sale of the Bonds, the legal documents under which the Bonds will be issued, and federal tax law and securities law provisions applicable to the Bonds, as to completeness and accuracy.
g. Assist the Client in presenting information to bond rating organizations and providers of credit enhancement, if any, relating to legal issues affecting the issuance of the Bonds.
h. Such other and further services as are normally performed by bond counsel in connection with similar financings, and/or as requested by Client.

Attorneys’ Bond Opinion will be delivered by Attorneys on the date the Bonds are exchanged for their purchase price (the "
Closing").

The Bond Opinion will be based on facts and law existing as of its date, will cover certain matters not directly addressed by such authorities, and will represent Attorneys’ judgment as to the proper treatment of the Bonds for federal income tax purposes. Attorneys’ opinion is not binding on the Internal Revenue Service (“IRS”) or the courts. Attorneys cannot and will not give any opinion or assurance about the effect of future changes in the Internal Revenue Code of 1986 (the “Code”), the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. Client acknowledges that future legislation, if enacted into

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3 law, or clarification of the Code may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation, or otherwise prevent owners of the Bonds from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such future legislation or clarification of the Code may also affect the market price for, or marketability of, the Bonds. Attorneys will express no opinion regarding any pending or proposed federal tax legislation.

In rendering the Bond Opinion, Attorneys will rely upon the certified proceedings and other certifications of public officials and other persons furnished to Attorneys without undertaking to verify the same by independent investigation, and Attorneys will assume continuing compliance by the Client with applicable laws relating to the Bonds.

Section 3. Scope of Engagement as Disclosure Counsel. Assuming a successful CFD election, Attorneys shall perform all of the following services as disclosure counsel in connection with the issuance and sale of the Bonds for the purpose of providing financing for the Project:
a. Prepare the Official Statement (both preliminary and final) or other disclosure documents in connection with the offering of the Bonds. b. Confer and consult with the officers and administrative staff of the Client as to matters relating to the Official Statement.
c. Attend all meetings of the Client and any administrative meetings at which the Official Statement is to be discussed, deemed necessary by Attorneys for the proper exercise of their due diligence with respect to the Official Statement, or when specifically requested by the Client to attend.
d. On behalf of the Client, prepare the bond purchase contract pursuant to which the Bonds will be sold to the underwriter and a continuing disclosure certificate of the Client to assist the underwriter with complying with Securities and Exchange Commission Rule 15c2-12. e. Subject to the completion of proceedings to the satisfaction of Attorneys, provide a letter of Attorneys addressed to the Client and the underwriter that, although Attorneys are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement and make no representation that Attorneys have independently verified the accuracy, completeness or fairness of any such statements, no facts have come to Attorneys' attention that cause Attorneys to believe that the Official Statement (except for any financial and statistical data and forecasts, numbers, estimates, assumptions and expressions of opinion, and information concerning the any bond insurer and its policy, and information concerning the Depository Trust Company and the book-entry system for the Bonds, contained or incorporated by reference in the Official Statement and the appendices to the Official Statement, which Attorneys will expressly exclude from the scope of this sentence) as of the date of the Official Statement or the date hereof contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. f. Discuss with client recent enforcement actions by the Securities and Exchange Commission and, if requested, prepare disclosure policies and procedures and provide training to City Council and staff.

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4 Section 4. Excluded Services. Our duties in this engagement are limited to those expressly set forth above in Section 2 and Section 3. Among other things, our duties do not include, except as expressly set forth in a written amendment to this Agreement:
a. Preparing requests for tax rulings from the Internal Revenue Service, or “no-action” letters from the Securities and Exchange Commission. b. Preparing blue sky or investment surveys with respect to the Bonds. c. Except as described above, drafting state constitutional or legislative amendments.
d. Pursuing test cases or other litigation, such as contested validation proceedings, except as set forth above.
e. Making an investigation or expressing any view as to the creditworthiness of the Client or the Bonds.
f. After Closing, providing advice concerning any actions necessary to assure compliance with any continuing disclosure undertaking under Securities and Exchange Commission Rule 15c2-12.
g. Representing the Client in Internal Revenue Service examinations, audits or inquiries, or Securities and Exchange Commission investigations. h. After Closing, providing continuing advice to the Client or any other party concerning any actions that need to be taken regarding the Bonds; e.g., actions necessary to assure that interest paid on the Bonds will continue to be excludable from gross income for federal income tax purposes (e.g., our engagement does not include rebate calculations for the Bonds).
i. Reviewing or opining on the business terms of, validity, or federal tax consequences of any investment agreement that the Client may choose as an investment vehicle for the proceeds of the Bonds, unless the Client and Attorneys agree on the terms of such review and compensation for such review. j. Reviewing or opining on the business terms of, validity, or federal tax consequences of any derivative financial products, such as an interest rate swap agreement, that the Client may choose to enter into in connection with the issuance of the Bonds, unless the Client and Attorneys agree on the terms of such review and compensation for such review.
k. Addressing any other matter not specifically set forth above that is not required to render our Bond Opinion.

Section 5. Conflicts; Prospective Consent. Attorneys’ sole practice focus is municipal finance and, for the purpose of avoiding potential legal conflicts, Attorneys do not represent developers. However, Attorneys represent many political subdivisions, investment banking firms and financial advisory firms. It is possible that during the time that Attorneys are representing the Client, one or more of Attorneys’ present or future clients will have transactions with the Client. It is also possible that Attorneys may be asked to represent, in an

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5 unrelated matter, one or more of the investment banking firms or financial advisory firms involved in the issuance of the Bonds. Attorneys do not believe such representation, if it occurs, will adversely affect Attorneys’ ability to represent you as provided in this Agreement, either because such matters will be sufficiently different from the issuance of the Bonds so as to make such representations not adverse to our representation of you, or because the potential for such adversity is remote or minor and outweighed by the consideration that it is unlikely that advice given to the other client will be relevant to any aspect of the issuance of the Bonds. Execution of this Agreement will signify the Client's consent to Attorneys’ representation of others consistent with the circumstances described in this paragraph.

Notwithstanding the foregoing, and in order to provide greater assurances to the Client about potential future conflicts, (i) Attorneys hereby represent that they have not and hereby covenant that they will not represent any of the property owners in the CFD as long as any bonds of the CFD are outstanding and (ii) Attorneys hereby covenant that they will not, in the course of any representation of present or future clients in transactions with the Client, take any position adverse to the Client with respect to the CFD.

Section 6. Compensation. For the services performed by Attorneys described above, the Client will pay Attorneys a fee equal to the sum of the following:
(i) On a non-contingent basis, for the bond counsel services related to the CFD formation and CFD election, an hourly fee of $550/hour, with a not to exceed total cost of $30,000. Client shall pay such amount at the following time: (A) if the CFD election is successful, as part of the closing of the issuance of the Bonds (or if Bonds are never issued, within 30 days of receipt of an invoice from Attorneys), and (B) if the CFD formation is abandoned prior to calling an election or the election is unsuccessful, within 30 days of receipt of an invoice from Attorneys.
(ii) On a 100% contingent basis, for the bond counsel and disclosure counsel services related to the issuance of the Bonds, Client and Attorneys will mutually agree upon a price following the successful CFD election. In general, Jones Hall’s fees are based upon the par amount of the Bonds proposed to be issued (which quantifies in part our risk exposure), and qualitative factors such as the amount of the work and complexity of the financing (for example, whether municipal bond insurance is obtained), and are not based on hourly rates. Our fees include all reasonable follow-up work done at the request of the City. If the CFD election is not successful, this scope of work will not be required.

The compensation described as contingent is payable only upon the successful issuance of the Bonds, will be due and payable upon the delivery of the Bonds and will be payable solely from the proceeds of the Bonds and from no other funds of the Client.

In addition, the Client shall pay to Attorneys all direct out-of-pocket expenses for travel outside the State of California (if any), messenger and delivery service, photocopying, closing costs, legal publication expenses and other costs and expenses incurred by Attorneys in connection with their services hereunder.

The compensation set forth in this Section 6 is not set by law but is negotiable between Attorneys and Client.

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6 Section 7. Responsibilities of the Client.
(a) General. The Client will cooperate with Attorneys and furnish Attorneys with certified copies of all proceedings taken by the Client, or otherwise deemed necessary by Attorneys to render an opinion upon the validity of the proceedings. During the course of this engagement, Attorneys will rely on Client to provide Attorneys with complete and timely information on all developments pertaining to any aspect of the Bonds and their security.

Attorneys are not responsible for costs and expenses incurred incidental to the actual issuance and delivery of the Bonds, including the cost of preparing certified copies of proceedings required by Attorneys in connection with the issuance of the Bonds, and printing and publication costs.
(b) Federal Tax Law-Related Responsibilities. The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. As a condition of Attorneys issuing their opinion regarding federal tax-exemption, Client will be required to make certain representations and covenants to comply with certain restrictions designed to insure that interest on the Bonds will not be included in federal gross income. Inaccuracy of these representations or failure to comply with these covenants may result in interest on the Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the Bonds. Attorneys’ opinion will assume the accuracy of these representations and compliance with these covenants. Attorneys will not undertake to determine (or to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Bonds may adversely affect the value of, or the tax status of interest on, the Bonds. In this regard, Client agrees to familiarize itself with the relevant requirements and restrictions necessary for the Bonds to qualify for exemption from federal income taxation and to exercise due diligence both before and after issuance of the Bonds in complying with these requirements.

Section 8. Independent Contractor. Attorneys will act as an independent contractor in performing the services required under this Agreement, and under no circumstances shall Attorneys be considered an agent, partner, or employee of the Client.

Section 9. Assignment. Attorneys may not assign their rights or delegate their obligations under this Agreement, in whole or in part, except with the prior written consent of the Client.

Section 10. Termination of Agreement.
(a) Termination by Client. This Agreement may be terminated at any time by the Client with or without cause upon written notice to Attorneys. (b) Termination by Attorneys. This Agreement may be terminated by Attorneys upon 15 days' written notice to Client if Client fails to follow written legal advice given by Attorneys. (c) Termination Upon Issuance of Bonds. This Agreement shall terminate upon the issuance of the Bonds and the closing/funding of the Napa County Fairgrounds. (d) Consequences of Termination. In the event of termination, all finished and unfinished documents shall at the option of the Client become its property and shall be delivered to the Client by Attorneys.

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Calistoga City CouncilSeptember 13, 2022

Calistoga City Council
September 13, 2022