Calistoga City Council
April 9, 2024

Mayor
Donald Williams
Vice Mayor
Irais Lopez-Ortega
Councilmembers
Lisa M. Gift
Scott Cooper
Kevin Eisenberg
AGENDA
City Council
Tuesday, April 9, 2024 - 6:00 PM
1307 Washington St., Calistoga
Hybrid

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. Watch on your TV – Napa Valley TV Channel 28 (call your cable provider to ensure you have a City of Calistoga coded cable box)

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

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

4. 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.

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 2:00 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 2:00 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.

Page

1. CALL TO ORDER/ROLL CALL/PLEDGE OF ALLEGIANCE AND OPTIONAL

PATRIOTIC ACTIVITY

2. REPORT FROM CLOSED SESSIONS

3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS This time is set aside to receive comments from the public regarding matters on the Consent Calendar or matters of municipal concern not on the agenda. Pursuant to Government Code section 54954.3 (the Brown Act), however, the Council cannot consider any issues or take action on any requests during this comment period.

Speakers are encouraged to limit their comments to 3 minutes maximum so that all speakers have an opportunity to address the City Council.

3.1. 4.9.24 Public Comment 5 - 7

4. CITY MANAGER’S REPORT

5. PROCLAMATIONS/PRESENTATIONS/ AWARDS

6. CONSENT CALENDAR

6.1. Consider Approving Minutes
Staff Report - Approving Minutes of March 19, 2024 and 2022. - Pdf 8 - 44

6.2. Consideration of Uncodified Ordinance 768 to cancel the City of Calistoga’s enforcement responsibility for mobile home parks (MHP) and installations and special occupancy parks under the California Health and Safety Code.

Recommended Action: Adopt Ordinance 768 as submitted.

Staff Report - Uncodified Ordinance 768 - Relinquishing Enforcement Responsibility for Mobile Home Parks and Installations and Special Occupancy Parks - Pdf
45 - 48

6.3. PG&E Resource Center at the Calistoga Community Center Recommended Action: Consider adopting a Resolution authorizing the city manager to enter into a three year agreement with Pacific Gas and Electric to license the Calistoga Community Center for use of a Community Resource Center during PSPS and other emergency events.

Staff Report - PGE Resource Center - Pdf
49 - 63

6.4. Consider adopting a Resolution that authorizes the City Manager to enter into a five year contract with Perfectmind, Inc. dba. Xplor Recreation for Recreation Management System Software for program registration and facility booking services.

Recommended Action: Adopt the Resolution.

Staff Report - Perfectmind/Xplor five-year contract for recreation management software - Pdf
64 - 99

6.5. Consideration of a resolution authorizing staff to submit a match commitment letter to CalOES for the Hazard Mitigation Grant Program, in the amount of $487,353 to fund the improvements to raise Kimball Creek Dam located at 3522 Evey Road.

Recommended Action:

Consider adopting resolution.

Staff Report - Kimball Reservoir Dam Improvements HMGP Grant Revised Match Commitment Letter for $487,353 - Pdf
100 - 105

6.6. Amendments to the Salary and Benefits Resolutions - Executive Management and Mid-Management
Recommended Action:

Consider adopting a Resolution amending the Unrepresented Executive Management and Unrepresented Mid-Management Salary and Benefits Schedules
Staff Report - Amendments to the Salary and Benefits Plans - MidManagement and Executive Management - Pdf 106 - 150

7. PUBLIC HEARING

7.1. Consider an Ordinance of the City of Calistoga amending its regulations concerning ADU utilities and fees for public health and safety concerns, and make other clarifying and conforming changes to occupancy, height, and parking requirements for ADUs and JADUs to be consistent with state law.

Recommended Action:

Move to adopt and waive further reading of Zoning Ordinance No. 770 (Attachment 1).

Staff Report - Zoning Ordinance Amendment - ZOA 2023-2 Chapter

17.37 Accessory Dwelling Units - Pdf
151 - 170

8. GENERAL GOVERNMENT

8.1. Housing Advisory Committee 2024 Workplan
Recommended Action: Provide direction to staff and Housing Advisory Committee members about the specific assistance the city council is seeking from the committee members
Staff Report - Housing Committee 2024 Scope of Service - Pdf 171 - 176

8.2. Consideration of a Resolution adopting the conversion of the Washington Street Parklet to Bicycle Parking.

Recommended Action: Consider adopting resolution.

Staff Report - Convert the Washington Street Parklet to Bike Parking - Pdf
177 - 195

8.3. City Council Priorities and Civic Operating Agreements Recommended Action: Consider adopting the Calistoga City Council FY 24/25 Priorities and updating the Civic Operating Agreements Staff Report - City Council Priorities and Civic Operating Agreements - Pdf
196 - 216

8.4. Consideration of a Resolution Adopting the Expenditure Plan for the proposed Napa Valley Transportation Authority – Tax Agency’s Measure U – Napa Valley Transportation Improvement Act, for the purpose of improving local streets and roads and investing in regional capital projects.

Recommended Action:

Consider adopting resolution.

Staff Report - Sales Tax Replacement Measure U - Pdf
217 - 236

8.5. Consider a Resolution (Attachment 6) approving Objective Design Standards to be applied to a qualifying affordable housing project on Parcel #011-050-024 identified as a Reuse Site to accommodate lower income housing in the 2023-2031 Housing Element.

Recommended Action: Move to adopt Resolution 2024 - xx approving Objective Design Standards to be applied to a qualifying affordable housing project on Parcel #011-050-024 identified as a Reuse Site to accommodate lower income housing in the 2023-2031 Housing Element.

Staff Report - Objective Design Standards to be applied to a Reuse Site (011-050-024) identified in the 2023-2031 Housing Element if 20 percent of the - Pdf
237 - 304

8.6. Consider a Resolution (Attachment 6) approving Objective Design Standards to be applied to a qualifying affordable housing project on Parcels 011-062-008 & 011-072-020 identified as a Reuse Site to accommodate lower income housing in the 2023-2031 Housing Element.

Recommended Action: Move to adopt Resolution 2024 - xx approving Objective Design Standards to be applied to a qualifying affordable housing project on Parcels 011-062-008 & 011-072-020 identified as a Reuse Site to accommodate lower income housing in the 2023-2031 Housing Element.

Staff Report - Objective Design Standards to be applied to Reuse Sites (011-062-008 & 011-072-020) identified in the 2023-2031 Housing Element if 20 p - Pdf
305 - 372

9. COUNCIL REPORTS

10. 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.

SUPPLEMENTAL MATERIAL RECEIVED AFTER THE POSTING OF THE AGENDA:

Any supplemental writings or documents distributed to a majority of the City Council regarding any item on this Agenda, after the posting of the Agenda, such writings or documents will be made available on the City’s website and will be available for public review in the City Clerk’s Office located at 1232 Washington Street, Calistoga, California, during normal business hours and by appointment.

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.

ACTA DE AMERICANOS CON DISCAPACIDADES Se les pide por favor que avise con 48 horas de anticipacion cuando necesita hacer un pedido de assistencia. Esto nos da suficiente tiempo antes de la junta para 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 April 2, 2024, by 4:30 p.m.

Yudiana Galvan, City Clerk

From: Bobbi Frioli
To: Public Comment
Subject: Request for Inclusion of Pickleball Courts in Calistoga"s Fiscal Budget Date: Tuesday, March 26, 2024 2:01:26 PM
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Dear City Council Members:

As the official local Ambassador for the United States Pickleball Association (USAPA) in Calistoga, I am writing to express a significant community need and opportunity that warrants consideration in the upcoming fiscal budget planning. Pickleball has emerged as one of the fastest-growing sports in the United States, capturing the interest and enthusiasm of individuals across all age groups and skill levels. Its unique blend of elements from tennis, badminton, and ping pong makes it accessible for people of varying athletic abilities. Beyond its physical benefits, pickleball fosters a sense of community and camaraderie, bringing people together in shared recreation and friendly competition.

Thanks to the City of Calistoga’s Parks Department, quite a few residents were able to take intro pickleball courses last summer, creating a dedicated group of avid players. Given the rising popularity of pickleball in our community, there is a pressing need for dedicated facilities to accommodate this demand. Currently, our area lacks a designated pickleball court, forcing enthusiasts to travel to neighboring cities to participate in the sport they love. By investing in the construction of a pickleball court within Calistoga, we can not only meet the needs of existing players but also attract newcomers to the sport, thereby enriching our community life and promoting a healthier lifestyle for our residents. Moreover, establishing a pickleball court aligns with the city's broader goals of promoting active living and enhancing recreational opportunities for all citizens. By providing accessible and inclusive recreational infrastructure, we demonstrate our commitment to fostering a vibrant and healthy community where individuals of all ages can thrive.

I urge the City Council to prioritize the inclusion of funding for the construction of a pickleball court in the upcoming fiscal budget. This investment will not only meet the current demand for pickleball facilities but also contribute to the overall well-being and vitality of our community. Thank you for considering this request.

I am available to provide any additional information or assistance needed to support this initiative. Together, we can create a more active, connected, and vibrant Calistoga for all.

Sincerely,
Bobbi Frioli
USAPA Ambassador for upper Napa Valley
Bobbi Frioli
Sent from my iPhone
Item #3.1.

From: David Fradelizio
To: Public Comment
Subject: Fwd: Public Comment on Item 6.6 City Council Agenda 04/09/2024 Date: Monday, April 8, 2024 8:28:28 AM
Attachments: FSA Email Chain.pdf
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

My name is David Fradelizio, I am a resident of Calistoga and I am also an employee of the City. I want to share my concerns with you regarding Item 6.6 Amendments to the Salary and Benefits Resolutions - Executive Management and Mid-Management on your upcoming City Council agenda.

I only became aware of this item which directly affects myself and several others in my employment group through reading the agenda. I asked most of the other employees in the unrepresented group if they had heard anything about these changes and they were all as surprised as myself. There may not be a requirement to share these changes with us employees since we are not a union or association, but doing so would have allowed me and others to voice the below issues as a group internally before having to reach out to you for assistance.

The main issue that drew my attention is the removal of the Flexible Benefit Plan. This last December during the enrollment period I was excited to enroll in this benefit as I had just learned about it in the new salary and benefits resolution. I followed all the procedures during the enrollment period, received confirmation that it was being processed, and believed that I was enrolled. I received my first paystub of the 2024 year and noticed that there was no deduction for this benefit. I reached out to payroll to inquire about the issue on the day that I received my paystub 01/12/2024. I received no response. I followed up with an email on 01/24/2024. After that I received a response stating that “the City decided to eliminate the FSA benefit effective this year.” I was upset about it then, but I believed that response meant that the City Council reviewed and approved this change without my knowledge. All of this is substantiated by the attached emails.

So, what is the Flexible Benefit Plan? It allows employees to deduct dependent care/medical expenses from their taxable income. As a young family here in Calistoga, dependent care expenses for our two young children make up a large portion of our budget. After speaking with my tax professional, this benefit would have saved my family over $2,000 in income and payroll taxes this year and presumably every year until my children enroll in the Calistoga Elementary School.

Now regarding the Staff Report for this item, this is the document that really made me upset for three reasons:

1. The report makes no mention of at least one employee (myself) that enrolled in this Item #3.1.

benefit for 2024 and was denied (maybe there were others). It makes it appear that no one wants this benefit. Is this really the case or does the low enrollment stem from a significant lack of HR presence here at the City in the last few years. After nearly three years as a Calistoga employee, last December was the first time I received a notification to enroll in the FSA and even that provided no explanation as to why someone might want to enroll in this.

2. The report makes no mention of what this benefit costs the City. In my research on this, the only significant costs that employers face with this type of benefit is if they match employee contributions, which many do, but Calistoga does not. I reached out to our current part time HR staff member and asked what the cost to the City was and they didn’t know. They told me that “the decision to terminate the FSA was strictly financial due to lack of participation. I do not know what the cost benefit to the city is. I was only assigned to write the council report.” They did mention that they would try to provide me with the number, but I have not heard back yet.

3. The report asks the City Council to consider adopting these changes without even providing the actual language as an attachment. Shouldn’t the Council and Public get to see the actual language of the amended resolution before consenting to adopt it? Thank you for taking the time to read through my concerns and please consider keeping this benefit for employees like myself that work hard to make living and raising a family here in Calistoga attainable.

Lastly, since I am already writing to you, please consider that while a car allowance which is discussed in the same item is a valid benefit, there are employees like myself that ride their bikes to work and during the work day for meetings. I have always told people that riding my bike to work is its own benefit, but some bike cost sharing program, maybe even through our local bike shop could encourage more employees to bike to/from work and for work meetings in town.

Thank you,
David A. Fradelizio, P.E.

Calistoga, CA 94515
Item #3.1.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City Clerk
Meeting: City Council - Apr 09 2024
Subject: Approving Minutes of March 19, 2024 and 2022.

DESCRIPTION:

Consider Approving Minutes
BACKGROUND/SUMMARY:

Approve the minutes of:

March 19, 2024
August 1, 2022 - Closed Session
August 2, 2022
August 16, 2022
August 25, 2022 - Closed Session
September 13, 2022
September 20, 2022
October 4, 2022 - Closed Session
October 4, 2022
October 26, 2022 - Closed Session
November 1, 2022 Minutes
November 10, 2022 - Closed Session
November 15, 2022 - Closed Session
November 15, 2022
CEQA STATUS:

No Impact
FINANCIAL IMPACT:

No Impact
ATTACHMENT(S):

3.19.24 Minutes

8.1.22 Minutes Closed Session

8.2.22 Minutes

8.16.22 Minutes

8.25.22 Minutes Closed Session
Item #6.1.

9.20.22 Minutes

9.13.22 Minutes

10.4.22 Minutes Closed Session

10.4.22 Minutes

10.26.22 Minutes Closed Session

11.1.22 Minutes

11.10.22 Minutes Closed Session

11.15.22 Minutes Closed Session

11.15.22 Minutes
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Mar 29 2024 Laura Snideman, City Manager Approved - Mar 31 2024
Yudiana Galvan, City Clerk Approved - Apr 01 2024
Item #6.1.

MINUTES

CALISTOGA CITY COUNCIL

REGULAR MEETING
Tuesday, March 19, 2024 - 6:00 PM
1307 Washington Street, Calistoga CA 94515

1. Call to Order/Roll Call/Pledge of Allegiance and Optional Patriotic Activity Mayor Williams called the regular session to order at 6:00 p.m.

Present: Mayor Williams (via teleconference), Vice Mayor Lopez-Ortega and Councilmembers Eisenberg, Cooper and Gift.

Absent:

2. REPORT FROM CLOSED SESSIONS
There were no closed sessions.

3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS There was no public comment made on consent items or non-agendized items.

4. CITY MANAGER’S REPORT
City Manager Snideman reported that Safety Day will be held on March 30th from 12 p.m. - 2 p.m. at Logvy Park where the Napa Bike Coalition, Fire Department, Police Department, Sheriff's Office and CHP will be holding a Bike Rodeo and then a ride through town. Also, Rotary will be having a BBQ there. PW will begin the process for slurry seal project bidding.

Also, we have 3 new part-time firefighters in training.

5. PROCLAMATIONS/PRESENTATIONS/ AWARDS

5.1. The Council Proclaimed March as American Red Cross Month, Red Cross volunteer Leland accepted the proclamation.

6. CONSENT CALENDAR
Councilmember Eisenberg stated that he did not wish to pull any item for discussion but would like to remark that it is incumbent that the City find safe areas for the approved mobile food vendors to conduct business.

City Clerk Galvan mentioned that since the posting of the agenda, there was only one applicant for the County ATAC vacancy, when approving the item Council is approving the appointment of Aaron Heth to the committee.

A motion was made by Councilmember Eisenberg to adopt the consent calendar as Item #6.1.

City Council Minutes
March 19, 2024
presented, seconded by Councilmember Cooper.

AYES: Mayor Williams, Vice Mayor Lopez-Ortega and Councilmembers Eisenberg Cooper and Gift.

NOES:

ABSENT:

ABSTAIN:

6.1. APPROVED - Approving the Minutes of February 27, 2024

6.2. Adoption of Resolution Ordinance No. 767 - Amending Municipal Code Chapter

5.12 Mobile Food Vendors, Section 5.12.010 E. 2. regarding where mobile vending vehicles may conduct vending.

6.3. Adoption of Ordinance No. 766 - Amending Title 17, Zoning. Chapter 17.19 R-3 Multifamily/Office District and Chapter 17.22 CC Community Commercial District such that Reuse Sites in the 2023-2031 Housing Element (Assessor Parcel numbers 011- 062-008, 011-072-020 and 011-050-024) that will accommodate lower income households shall not be subject to discretionary review if 20 percent of the proposed units are affordable to lower income households.

6.4. Adoption of Resolution No. 2024-13 - Approving the 2024 Parade/Event Schedule and Authorizing the Public Works Department to Apply for Encroachment Permits from Caltrans.

6.5. Approved for a Second Reading - Consideration of Uncodified Ordinance 768 to cancel the City of Calistoga’s enforcement responsibility for mobile home parks (MHP) and installations and special occupancy parks under the California Health and Safety Code.

6.6. Adoption of Resolution No. 2024-14 - Appointing a Citizen to the NVTA Board ATAC to represent the City of Calistoga.

6.7. Adoption of Resolution No. 2024-15 - Approving an agreement between the California Joint Apprenticeship Committee and the Calistoga Fire Department.

7. PUBLIC HEARING
Item #6.1.

City Council Minutes
March 19, 2024

7.1. Adoption of Resolution No. 2024-16 - Approving a use Permit application to allow Automobile Sales and Repair use within existing facilities on a .54-acre (23,522 SF) site at 1856 Lincoln Ave (APN 011-050-010).

This item was presented by Interim Planning Director Sandra Meyer and Planning Permit Technician Lauren Clark.

Public comment was made by Walter Abernathy, Donny Taylor, John Gorman, Donna Higgins, Martin Lauer and Jeri Hansen.

The Council discussed and asked clarifying questions from staff.

A motion was made by Vice Mayor Lopez-Ortega to approve the use permit application, seconded by Councilmember Eisenberg.

VIA ROLLCALL VOTE
AYES: Mayor Williams, Vice Mayor Lopez-Ortega and Councilmember Eisenberg and Cooper.

NOES: Councilmember Gift.

ABSTAIN: None
ABSENT: None

8. GENERAL GOVERNMENT

8.1. Approving the Removal of the Parklet - Staff requests direction from Council on proceeding with negotiations and the possible removal of one or more of the Lincoln Avenue parklets.

This item was presented by consultant Cynthia Battenberg.

There was public comment by Virginia Thomas, Rob Serini, Jeri Hansen and Wyatt Ferris.

The Council discussed and asked staff clarifying questions.

A motion was made by Councilmember Gift to remove all the parklets, seconded by Vice Mayor Lopez-Ortega.

VIA ROLL CALL
AYES: Mayor Williams, Vice Mayor Lopez-Ortega and Councilmembers Cooper and Gift.

NOES: Councilmember Eisenberg
ABSTAIN: None
ABSENT: None
Item #6.1.

City Council Minutes
March 19, 2024

9. COUNCIL REPORTS
Councilmember Cooper and Councilmember Gift thanked staff for the Water Treatment Plant tour and said they enjoyed and learned a lot about the system.

Vice Mayor Lopez-Ortega attended a Flood Control meeting, their next project is scheduled for 2025. She also attended the Latino Leaders WELL Water conference and concurred with Councilmembers Cooper and Gift that the water infrastructure is very impressive and complicated throughout the state.

10. ADJOURNMENT
Mayor Williams adjourned the meeting, at 7:05 p.m.

Respectfully Submitted
Prepared by: Approved By:

Yudiana Galvan, City Clerk Donald Williams, Mayor

APPROVED: 4/9/24
Item #6.1.

APPROVED: 4/9/24

MINUTES

CALISTOGA CITY COUNCIL

SPECIAL CLOSED SESSION
Monday, August 1, 2022 - 12:30 PM
Calistoga Community Center
A. CALL TO ORDER – ROLL CALL
Mayor Canning called the meeting to order at 12:34 p.m.

Present: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Williams and Kraus

Absent: None
Present Remotely: Councilmember Gift
B. ORAL COMMUNICATION
There was no oral communication received.

C. ADJOURN TO CLOSED SESSION ON THE FOLLOWING MATTER:

1. Public Employee Performance Evaluation, Pursuant to Government Code Section 54957 - City Manager
Council adjourned to Closed Session at 12:36 p.m.

D. CONVENE TO OPEN SESSION TO REPORT FROM CLOSED SESSION Mayor Canning convened the public meeting at 1:36 p.m. and reported that there was no reportable action taken.

E. ADJOURNMENT
Mayor Canning adjourned the meeting at 1:36 p.m.

Respectfully Submitted
Prepared by: Approved by:
_______________________ ______________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.1.

MINUTES

CALISTOGA CITY COUNCIL

REGULAR MEETING
Tuesday, August 2, 2022 - 6:00 PM
Virtual

1. CALL TO ORDER – ROLL CALL - SALUTE TO THE FLAG
Mayor Canning called the regular session to order at 6:01 p.m.

Present: Mayor Canning, Vice Mayor Lopez-Ortega, and Councilmembers Williams, Kraus and Gift.

Absent:

2. REPORT FROM CLOSED SESSIONS
Mayor Canning stated there was a Closed Session yesterday 8/1/22 at 12:30 p.m. regarding the City Manager's Public Employee Performance Evaluation, there was no reportable action.

3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS There was no oral communication.

4. CITY MANAGER’S REPORT
City Manager Snideman provided Covid 19 updates and mentioned that on Friday night, the Movies in the Park was playing Moana.

5. ADOPTION OF MEETING AGENDA
A motion was made by Vice Mayor Lopez-Ortega to adopt the meeting agenda and move items 9.1 and 9.4 to the next Regular City Council Meeting, seconded by Councilmember Kraus.

VIA ROLL CALL
AYES: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Williams, Kraus and Gift.

NOES: None
ABSTAIN: None
ABSENT: None

6. PROCLAMATIONS/PRESENTATIONS/ AWARDS

6.1. Parks and Rec Director Melick presented local operating guidelines for cooling centers and charging stations during heat events and power outages. Council discussed.

Item #6.1.

City Council Minutes
August 2, 2022

7. CONSENT CALENDAR
A motion was made by Vice Mayor Lopez-Ortega to adopt the consent calendar with the exception of item 7.1 which was pulled for discussion, seconded by Councilmember Kraus.

VIA ROLL CALL
AYES: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Williams, Kraus and Gift.

NOES: None
ABSTAIN: None
ABSENT: None

7.1. Adoption of Resolution No. 2022-63 - Installation of six (6) Automated License Plate Reader (ALPR) cameras at the entry points into Calistoga.

Presented by Police Chief Celaya and Hector Valdez from Flock Safety.

This item was pulled for discussion by the Council, there was no Public Comment.

A motion was made by Councilmember Kraus to adopt the resolution, seconded by Councilmember Williams.

VIA ROLL CALL
AYES: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Williams and Kraus.

NOES: Councilmember Gift
ABSTAIN: None
ABSENT: None

7.2. Adoption of Resolution No. 2022-64 - Approving the replacement of the livescan fingerprint system due to mechanical issues and lack of maintenance agreement.

7.3. Adoption of Resolution No. 2022-66 - Authorizing the City Manager to execute a one-year professional services agreement with UpValley Family Centers to provide immigration-related services, senior services, and community and health and education services, in an amount not to exceed $100,000 over the course of the fiscal year.

8. PUBLIC HEARING - NO ITEMS

9. GENERAL GOVERNMENT

9.1. This item was moved to the next Regular Council Meeting - Awarding Fiscal Year Item #6.1.

City Council Minutes
August 2, 2022
2022-23 Community Enrichment Grants and approving a budget adjustment.

9.2. Adoption of Resolution No. 2022-65 - Authorizing the public works director to purchase three speed cushions and hire W-Trans to perform a pilot study on the traffic calming effects pre & post installation on Grant St. between North Oak Street and Greenwood Avenue in an amount not to exceed $23,000.

This item was presented by Public Works Director Rayner, David Fradelizio and Ed Kozel from ATAC.

The Council discussed and there was no public comment on this item, Vice Mayor Lopez-Ortega had to leave the meeting at 6:57 p.m.

A motion was made by Councilmember Kraus to adopt the resolution, seconded by Councilmember Williams.

VIA ROLL CALL
AYES: Mayor Canning, and Councilmembers Williams, Kraus and Gift NOES: None
ABSTAIN: None
ABSENT: Vice Mayor Lopez-Ortega

9.3. The Council decided for the Council Meetings to remain virtual - Determine various criteria, safety measures, and other components related to in-person city council meetings.

This item was presented by City Manager Snideman.

The Council discussed and the general consensus is to keep the meetings virtual for now and reconsider in 4-8 weeks.

9.4. This item was moved to the next Regular City Council Meeting - Consider adopting a Resolution Rescinding Resolution 2021-075 and adopting City Council Civic Operating Agreements.

10. COUNCIL REQUESTS AND IDEAS FOR DISCUSSION
Councilmember Gift - Thanked Parks and Rec for setting up the outdoor movie event on Friday.

Councilmember Williams - Spoke about Water and Wells.

Mayor Canning - Spoke about future boards and committee appointments and PG&E PSPS events.

Item #6.1.

City Council Minutes
August 2, 2022

11. ADJOURNMENT
Mayor Canning adjourned the meeting at 7:30 p.m.

Respectfully Submitted
Prepared by: Approved by:

Yudiana Galvan, City Clerk Mayor Williams, Mayor

APPROVED: 4/9/24
Item #6.1.

MINUTES

CALISTOGA CITY COUNCIL

REGULAR MEETING
Tuesday, August 16, 2022 - 6:00 PM
Virtual

1. CALL TO ORDER – ROLL CALL - SALUTE TO THE FLAG
Mayor Canning called the regular session to order at 6:06 p.m.

Present: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Williams and Kraus.

Absent: Councilmember Gift

2. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS Oral communication was received. For oral communication and public comment content, for any item on the agenda, view the video of the meeting available on the City’s YouTube channel at https://www.youtube.com/user/CityofCalistoga.

3. ADOPTION OF MEETING AGENDA
Motion by Councilmember Williams to adopt the meeting agenda as presented, seconded by Councilmember Kraus and passed by the following roll call vote:

VIA ROLL CALL
AYES: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Kraus and Williams.

NOES: None
ABSTAIN: None
ABSENT: Councilmember Gift

4. CITY MANAGER’S REPORT
City Manager Snideman provided updates on COVID-19 and public projects. In regard to the McKinney Fire, folks are now able to enter back. Park and Recreation trailer is under construction.

5. PROCLAMATIONS/PRESENTATIONS/ AWARDS

5.1. Director of Public Works Derek Rayner presented a Public Works quarterly update.

6. CONSENT CALENDAR
A motion was made by Councilmember Kraus to adopt the Consent calendar with the exception of items 6.3, 6.4, and 6.5 which were pulled for discussion, seconded by Councilmember Williams.

Item #6.1.

City Council Minutes
August 16, 2022

VIA ROLL CALL
AYES: Mayor Canning, Vice Mayor Lopez-Ortega, Councilmembers Williams and Kraus
NOES: None
ABSTAIN: None
ABSENT: Councilmember Gift

6.1. APPROVED - Approve the Minutes of the May 3, 2022 City Council Regular Meeting as submitted.

6.2. Adoption of Resolution No. 2022-067 - Reinstate Part-time Parking Officers program, change job title to Part-time Police Technicians, and increase program hours to 40 hours per week from 20 hours with funding sufficient to operate the program year-round.

6.3. Adoption of Resolution No. 2022-068 - Authorizing the City Manager to execute a purchase order with Able Fence Company Inc., to purchase and construct a six-foothigh chain link fence with vinyl slates in an amount not to exceed $65,000. Approves the Project construction budget in the amount of the base bid of $59,750, and a 10% contingency for unforeseen conditions and authorizes the Public Works Director to negotiate and approve contract change orders up to the approved construction budget amount of $65,000.

A motion was made by Mayor Canning and seconded by Councilmember Kraus to adopt the resolution.

VIA ROLL CALL
AYES: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Kraus and Williams
NOES: None
ABSTAIN: None
ABSENT: Councilmember Gift

6.4. Receipt of the Napa County Grand Jury 2021-2022 Final Report on the Napa County Climate Action Committee and Authorization for a City of Calistoga Response.

This item was pulled by Councilmember Kraus for discussion.

Public comment was made by Antoinette Maillard.

A motion was made by Mayor Canning to approve the item, seconded by Councilmember Kraus.

Item #6.1.

City Council Minutes
August 16, 2022

VIA ROLL CALL
AYES: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmember Kraus NOES: Councilmember Williams
ABSTAIN: None
ABSENT: Councilmember Gift

6.5. Adoption of Resolution No. 2021-071 - Authorizing the City Manager to implement teleconferenced public meetings for City Council and all City Committees, Commissions and Boards pursuant to Assembly Bill 361.

This item was pulled by Councilmember Williams for discussion.

A motion was made by Councilmember Kraus and seconded by Vice Mayor LopezOrtega to adopt the resolution.

VIA ROLL CALL
AYES: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Kraus and Williams.

NOES: None
ABSTAIN: None
ABSENT: Councilmember Gift

7. GENERAL GOVERNMENT

7.1. Adoption of Resolution No. 2022-69 - Adopting a revised Shut Off Policy for nonpayment of Municipal Utility Services provided by the City of Calistoga.

Motion by Councilmember Kraus to approve the resolution, seconded by Councilmember Williams.

VIA ROLL CALL
AYES: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Kraus and Williams.

NOES: None
ABSTAIN: None
ABSENT: Councilmember Gift

7.2. Item was Continued - Consider adopting a Resolution awarding Fiscal Year 2022-23 Community Enrichment Grants and approving a budget adjustment.

City Clerk Marni Rittburg presented the item.

Councilmember Kraus and Vice Mayor Lopez-Ortega explained budget adjustments due to in-kind services. Mayor Canning mentioned that the Tractor Parade should be self-sufficient and spoke regarding the St. Helena Preschool.

Item #6.1.

City Council Minutes
August 16, 2022
Public comment was received.

There was no vote. This item was sent back to the sub-committee to make adjustments to get closer to the original budget and look at funding for the Tractor Parade.

7.3. Adoption of Resolution No. 2022-70 - Rescinding Resolution 2021-75 and Adopting City Council Civic Operating agreements.

This item was presented by City Manager Laura Sniderman Motion by Councilmember Williams to approve the resolution, seconded by Councilmember Kraus.

VIA ROLL CALL
AYES: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers\ Kraus and Williams.

NOES: None
ABSTAIN: None
ABSENT: Councilmember Gift

7.4. Adoption of Resolution No. 2022-71 - Appointing Vice Mayor Lopez-Ortega as Voting Delegate and Councilmember Kraus as Alternate Voting Delegate to vote at the 2022 League of California Cities annual business meeting.

This item was presented by City Manager Laura Sniderman Motion by Mayor Canning to approve the resolution, seconded by Councilmember Williams.

VIA ROLL CALL
AYES: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Kraus and Williams.

NOES: None
ABSTAIN: None
ABSENT: Councilmember Gift

8. COUNCIL REQUESTS AND IDEAS FOR DISCUSSION
Councilmember Williams made a statement regarding the Fairgrounds.

Item #6.1.

City Council Minutes
August 16, 2022
APPROVED: 4/9/24

9. ADJOURNMENT
Mayor Canning adjourned the meeting at 8:24 p.m.

In honor of Carmen Ramirez who lost her life in a car accident in Oakland.

Respectfully Submitted
Prepared by: Approved by:

Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.1.

APPROVED: 4/9/24

MINUTES

CALISTOGA CITY COUNCIL

SPECIAL CLOSED SESSION
Thursday, August 25, 2022 - 12:00 PM
Virtual
A. CALL TO ORDER – ROLL CALL
Mayor Canning called the special meeting to order at 12:02 p.m.

Present: Mayor Canning, Vice Mayor Lopez-Ortega, and Councilmembers Williams, Kraus and Gift

Absent: None
B. ORAL COMMUNICATION
Written communication was received.

C. ADJOURN TO CLOSED SESSION ON THE FOLLOWING MATTER:

Council adjourned to Closed Session at 12:05 p.m.

1. Conference with Real Property Negotiations, GC §54956.8 Property: 1435 North Oak Street, APN 011-140-006, APN 011-140-007, APN 011- 140-055, APN 011-481-022
Agency Negotiator: Laura Snideman, City Manager
Negotiating Parties: Acting Napa County CEO, Becky Craig Under Negotiation: Price and/or Terms for Payment for Potential Purchase of Property There was no reportable action.

D. ADJOURNMENT
Mayor Canning adjourned the meeting at 2:00 p.m.

Respectfully Submitted
Prepared by: Approved by:
______________________ _____________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.1.

MINUTES

CALISTOGA CITY COUNCIL

REGULAR MEETING
Tuesday, September 20, 2022 - 6:00 PM
Virtual

1. CALL TO ORDER – ROLL CALL - SALUTE TO THE FLAG
Vice Mayor Lopez-Ortega called the regular session to order at 6:02 p.m.

Present: Vice Mayor Lopez-Ortega, and Councilmembers Wiliams and Kraus

Absent: Mayor Canning and Councilmember Gift

2. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS Oral communication was not received.

3. ADOPTION OF MEETING AGENDA
A motion was made by Councilmember Kraus to adopt the meeting agenda as presented, seconded by Councilmember Williams.

VIA ROLL CALL VOTE
AYES: Vice Mayor Lopez-Ortega and Councilmembers Williams and Kraus NOES: None
ABSTAIN: None
ABSENT: Mayor Canning and Councilmember Gift

4. CITY MANAGER’S REPORT
City Manager Snideman provided updates on Covid-19 and public projects. Snideman mentioned that Water & Wastewater will be at open house on October 5th.

5. PROCLAMATIONS/PRESENTATIONS/ AWARDS

5.1. Updating the City Council on Private Roads.

Director of Public Works Derek Rayner presented the item.

6. CONSENT CALENDAR
A motion was made by Councilmember Williams to adopt the consent calendar as presented with he exception of item # 6.1 which was pulled for discussion, seconded by Councilmember Kraus.

6.1. Adoption of Resolution No. 2022-076 - Authorizing the City Manager to execute the amended and restated Measure T Master Funding Agreement between Napa Valley Transportation Authority (NVTA-TA)
Item #6.1.

City Council Minutes
September 20, 2022
This item was pulled for discussion by Williams. Public Works Director Derek Rayner presented the item and answered questions from the Council.

Motion by Councilmember Kraus to adopt the resolution, seconded by Councilmember Wiliams.

VIA ROLL CALL
AYES: Vice Mayor Lopez-Ortega and Councilmembers Williams and Kraus NOES: None
ABSTAIN: None
ABSENT: Mayor Canning and Councilmember Gift

6.2. APPROVED - Consider affirming Resolution 2021-071 findings related to the state of emergency due to COVID-19 authorizing the City Manager to continue implementing teleconference accessibility to conduct public meetings pursuant to Assembly Bill 361.

6.3. Adoption of Resolution No. 2022-077 - Authorizing the City Manager to execute a purchase order with Topshelf Paint, Inc. to paint City Hall, Fire Department and Police Department buildings in an amount not to exceed $150,000.

Approving the Project construction budget in the amount of the base bid of $130,000, and a 15% contingency for unforeseen conditions and authorizes the Public Works Director to negotiate and approve contract change orders up to the approved construction budget amount of $150,000.

7. GENERAL GOVERNMENT

7.1. Adoption of Resolution No. 2022-078 - Awarding Community Enrichment Grants for Fiscal Year 2022-23 and approving a budget adjustment in the amount of $12,865.

City Clerk Marni Rittburg presented the item and provided a presentation. Vice Mayor Lopez-Ortega and Councilmember Kraus explained how they came up with the funding.

Council and staff discussion ensued.

Motion by Councilmember Kraus to adopt the resolution, seconded by Councilmember Williams.

VIA ROLL CALL
AYES: Vice Mayor Lopez-Ortega and Councilmembers Williams and Kraus NOES: None
ABSTAIN: None
ABSENT: Mayor Canning and Councilmember Gift
Item #6.1.

City Council Minutes
September 20, 2022

8. COUNCIL REQUESTS AND IDEAS FOR DISCUSSION
Councilmember Williams mentioned that Chief Celaya will work on tightening the code and bring to Mitchem, then eventually to Council.

Councilmember Kraus brought up the Emergency TV Show's 50th anniversary, the donning of the paramedic profession.

Vice Mayor Lopez-Ortega discussed issues regarding empty lots, garbage and the appearance of downtown. Lopez-Ortega would like to discuss code enforcement/appearance at a future meeting. Lastly, a street sweeper is in the process of being acquired.

9. ADJOURNMENT
Vice Mayor Lopez-Ortega adjourned the meeting at 6:30 p.m.

Respectfully Submitted
Prepared by: Approved by:

Yudiana Galvan, City Clerk Donald Williams, Mayor

APPROVED:4/9/24
Item #6.1.

MINUTES

CALISTOGA CITY COUNCIL

SPECIAL WORKSHOP
Tuesday, September 13, 2022 - 6:00 PM
Virtual
A. CALL TO ORDER – ROLL CALL
Vice Mayor Lopez-Ortega called the special session to order at 6:01 p.m.

Present: Vice Mayor Lopez-Ortega and Councilmembers Williams and Kraus

Absent: Mayor Canning and Councilmember Gift
B. PUBLIC COMMENT DURING SPECIAL MEETINGS
Oral communication was not received.

C. ADOPTION OF MEETING AGENDA
A motion was made by Councilmember Kraus and seconded by Councilmember Williams to adopt the meeting agenda as presented.

VIA ROLL CALL VOTE
AYES: Vice Mayor Lopez-Ortega, Councilmember Williams, Councilmember Kraus
NOES: None
ABSTAIN: None
ABSENT: Mayor Canning, Councilmember Gift
D. GENERAL GOVERNMENT

1. Adoption of Resolution No. 2022-079 - Authorizing 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.

City Manager Laura Sniderman introduced the item and Craig Hill with NHA Advisors who presented the item and overview of the process.

Council and staff discussion ensued.

Public comment was received by Donna Higgins.

A motion was made by Councilmember Kraus, seconded by Vice Mayor LopezOrtega.

VIA ROLL CALL VOTE
AYES: Vice Mayor Lopez-Ortega and Councilmembers Williams and Kraus NOES: None
ABSTAIN: None
Item #6.1.

City Council - Special Workshop Minutes
September 13, 2022
ABSENT: Mayor Canning and Councilmember Gift
E. ADJOURNMENT
Vice Mayor Lopez-Ortega adjourned the meeting at 6:34 p.m.

Respectfully Submitted
Prepared by: Approved by:

Yudiana Galvan, City Clerk Donald Williams, Mayor
APPROVED: 4/9/24
Item #6.1.

APPROVED:4/9/24

MINUTES

CALISTOGA CITY COUNCIL

SPECIAL CLOSED SESSION
Tuesday, October 4, 2022 - 5:00 PM
Hybrid
A. CALL TO ORDER – ROLL CALL
Mayor Canning called the meeting to order at 5:10 p.m.

Present: Mayor Canning, Vice Mayor Lopez-Ortega, Councilmembers Williams, Kraus, and Gift

Absent: None
B. ORAL COMMUNICATION
Oral communication was not received.

C. ADJOURN TO CLOSED SESSION ON THE FOLLOWING MATTER:

1. PURSUANT TO GOVERNMENT CODE SECTION 54957.6
Conference with Labor Negotiator
Agency Negotiator: Laura Snideman (City Manager)
Employee Organizations: Calistoga Public Employees' Association (CPEA), Calistoga Professional Firefighters' Association (CPFA), Calistoga Police Officers Association (CPOA); and Calistoga Unrepresented Employees.

Council Adjourned to the Closed Session at 5:14 p.m.

E. ADJOURNMENT
Mayor Canning adjourned the meeting at 6:00 p.m.

Respectfully Submitted
Prepared by: Approved by:
______________________ _____________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.1.

MINUTES

CALISTOGA CITY COUNCIL

REGULAR MEETING
Tuesday, October 4, 2022 - 6:00 PM
Calistoga Community Center

1. CALL TO ORDER – ROLL CALL - SALUTE TO THE FLAG
Mayor Canning called the regular session to order at 6:07 p.m.

Present: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Williams, Kraus and Gift

Absent: None

2. REPORT FROM CLOSED SESSIONS
Mayor Canning reported Council held a Closed Session at 5:00 p.m. regarding labor negotiations. There was no reportable action.

3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS Oral communication was received. FDurriya Syed made a comment regarding wildfire.

4. ADOPTION OF MEETING AGENDA
A motion was made by Councilmember Williams and seconded by Vice Mayor LopezOrtega.

VIA ROLL CALL VOTE
AYES: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Williams, Kraus and Gift.

NOES: None
ABSTAIN: None
ABSENT: None

5. CITY MANAGER’S REPORT
City Manager Laura Snideman provided updates regarding upcoming events. On October 5th there will be a Water & Sewer Open House. Additionally, on October 6th there will be an opportunity to receive the COVID-19 booster and flu shot at the high school. Lastly, there will be a building code update at the Community Center at 4:30 p.m.

6. CONSENT CALENDAR
A motion was made by Councilmember Kraus to adopt the consent calendar as presented, seconded by Councilmember Williams.

Item #6.1.

City Council Minutes
October 4, 2022

VIA ROLL CALL VOTE
AYES: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Williams, Kraus and Gift.

NOES: None
ABSTAIN: None
ABSENT: None

6.1. Adoption of Resolution No. 2022-80 - Amending the Unrepresented Employees' salary schedule by including the newly authorized position of Management Analyst I/II and adding the temporary, at-will classification of Non-Classified EmployeeProfessional/Technical.

7. GENERAL GOVERNMENT

7.1. Adoption of Resolution No. 2022-081 - Approving and Authorizing the Purchase and Sale Agreement and Escrow Instructions and the Declaration of Covenants and Restrictions with the County of Napa for the Purchase of the Entire Napa County Fairgrounds (APNS 11-140-055, 011-140-006, 011-140-007 and 011-481-022) (approximately 70.6 acres).

Councilmember Gift recused herself due to a property proximity conflict and left the meeting at 6:22 p.m.

City Attorney Michelle Kenyon introduced Commercial Real Estate Attorney Laurie Gustafson who presented the item. Gustafson shared the future shares of net revenue and read change into the record.

Council and staff discussion ensued. There is a significant amount of maintenance and repair needed before the fairgrounds can be used.

Public comment was received.

A motion was made by Councilmember Williams to adopt the resolution, seconded by Councilmember Kraus.

VIA ROLL CALL VOTE
AYES: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Williams and Kraus.

NOES: None
ABSTAIN: Councilmember Gift
ABSENT: None
Item #6.1.

City Council Minutes
October 4, 2022

7.2. Discussion and direction regarding Fairground acquisition funding.

Attended virtually: NHA Advisors Managing Principal Craig Hill and Associate Roy Kim James A. Wawrzyniak Jr. Esq. with Jones Hall.

City Manager Laura Snideman presented the item and introduced Craig Hill, Hill proceeded to present a PowerPoint.

Public comment was received.

There will be a balanced allocation and review of scenarios on October 11th.

8. COUNCIL REQUESTS AND IDEAS FOR DISCUSSION
Councilmember Williams brought up an issue regarding trash in the parklets.

Vice Mayor Lopez-Ortega made a reminder regarding the Water & Rates Open House.

Councilmember Gift rejoined the meeting at 8:50 p.m.

9. ADJOURNMENT
Mayor Canning adjourned the meeting at 8:52 p.m.

Respectfully Submitted
Prepared by: Approved by:

Yudiana Galvan, City Clerk Donald Williams, Mayor
APPROVED:4/9/24
Item #6.1.

MINUTES

CALISTOGA CITY COUNCIL

SPECIAL CLOSED SESSION
Wednesday, October 26, 2022 - 2:30 PM
Virtual
A. CALL TO ORDER – ROLL CALL
Mayor Canning called the meeting to order at 2:31 p.m.

Present: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Williams, Kraus and Gift.

Absent: None
B. ORAL COMMUNICATION
Oral communication was not received.

C. ADJOURN TO CLOSED SESSION ON THE FOLLOWING MATTER:

Council adjourned to Closed Session at 2:33 p.m.

1. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION – Significant exposure to litigation pursuant to Government Code section 54956.9(d)(2)(e)(1): (One Potential Case)
E. ADJOURNMENT
Mayor Canning adjourned the meeting at 3:05 p.m.

Respectfully Submitted
Prepared by: Approved by:
______________________ _____________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
APPROVED: 4/9/24
Item #6.1.

MINUTES

CALISTOGA CITY COUNCIL

REGULAR MEETING
Tuesday, November 1, 2022 - 6:00 PM
Community Center

1. CALL TO ORDER – ROLL CALL - SALUTE TO THE FLAG
Mayor Canning called the regular session to order at 6:03 p.m.

Present:

Present Virtually:

Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Williams and Kraus
Councilmember Gift

Absent: None

2. REPORT FROM CLOSED SESSIONS
Mayor Canning reported Council held a Closed Session on Friday, October 21st at 3:30 p.m. regarding Public Employee Performance Evaluation, City Manager and Conference with Labor Negotiations for Unrepresented Employees and City Manager. No reportable action.

Council also held a Closed Session on Wednesday, October 26th at 2:30 p.m. regarding Conference with Legal Counsel - Anticipated Litigation - Significant exposure to litigation pursuant to Government Code section 54956.9(d)(2)(e)(1): (One Potential Case). No reportable action.

3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS Oral communication was received. For oral communication and public comment content, for any item on the agenda, view the video of the meeting available on the City’s YouTube channel at https://www.youtube.com/user/CityofCalistoga.

4. ADOPTION OF MEETING AGENDA
A motion was made by Councilmember Kraus and seconded by Councilmember Williams to adopt the meeting agenda as presented.

VIA ROLL CALL VOTE
AYES: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Willams, Kraus and Gift.

NOES: None
ABSTAIN: None
ABSENT: None

5. CITY MANAGER’S REPORT
City Manager Laura Snideman provided updates regarding PG&E's rescheduled power outage. Instead of today, it has been rescheduled for November 6th. Lastly, Snideman provided a reminder regarding the election and to vote.

Item #6.1.

City Council Minutes
November 1, 2022

6. PROCLAMATIONS/PRESENTATIONS/ AWARDS

6.1. Update on recent water conservation rates, public outreach efforts, and current drought conditions.

Water Conservation Technician Mitchell Egert provided a PowerPoint presentation and answered questions from the Council.

7. CONSENT CALENDAR
A motion was made by Councilmember Kraus to adopt the consent calendar as presented, seconded by Councilmember Williams.

VIA ROLL CALL VOTE
AYES: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Willams, Kraus and Gift.

NOES: None
ABSTAIN: None
ABSENT: None

7.1. APPROVED: Approve the Minutes of the June 7, 2022, City Council Regular Meeting as submitted.

7.2. Adoption of Resolution No. 2022-086 - Amending the Personnel and Staffing Listing by making a technical correction by adding 1.0 FTE Fire Captain and deleting 1.0 FTE Fire Fighter.

7.3. Adoption of Resolution No. 2022-087 - Accepting a Notice of Completion for the Berry Street Pavement Rehabilitation Project.

7.4. Adoption of Resolution No. 2022-088 - Authorizing and Delegating the City of Napa to submit an application on its behalf and Administer the Permanent Local Housing Allocation (PLHA) program; and authorizing the City Manager to sign a binding delegation agreement with the City of Napa for the period encompassing five (5) years of formula allocations (2019-2023), made available in Notice of Funding Availability (NOFA) issued by the State beginning in February 2020 and extending through 2024, including all years stipulated in the State standard agreement.

8. GENERAL GOVERNMENT

8.1. Initiation of the Communities Facilities District (“CFD”) formation process for the Purpose of Acquisition and Maintenance of the Napa Valley Fairgrounds including calling for a future public hearing.

City Manager Laura Snideman introduced Dave Fama and Jones Hill who presented the item and a PowerPoint presentation. NHA Advisors Managing Principal Craig Hill Item #6.1.

City Council Minutes
November 1, 2022
was present virtually. Sara Mares with NBS answered questions from the Council.

Councilmember Gift recused herself due to a property proximity conflict and left the meeting at 6:30 p.m.

Council and staff discussion ensued. There will be a public hearing on December 6th.

Public comment was received from Dave Possin.

The following resolutions were all adopted in one vote.

A motion was made by Mayor Canning and seconded by Councilmember Williams to adopt the following resolutions.

Adoption of Resolution No. 2022-089 - Adopting Local Goals and Policies concerning the use of the Mello-Roos Community Facilities Act of 1982.

Adoption of Resolution No. 2022.090 - Intention to form a Community Facilities District and levy a special tax in the City of Calistoga Community Facilities District No. 2022-1 (Fairgrounds acquisition and maintenance), to finance Public Services and the Acquisition and Construction of certain Public Facilities in and for such Community Facilities District.

Adoption of Resolution No. 2022-091 - Intention to incur bonded indebtedness to finance the Acquisition and Construction of certain Public Facilities in and for the City of Calistoga Community Facilities District No. 2022-1 (Fairgrounds Acquisition and Maintenance).

VIA ROLL CALL VOTE
AYES: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Williams and Kraus
NOES: None
ABSTAIN: Councilmember Gift
ABSENT: None

9. COUNCIL REQUESTS AND IDEAS FOR DISCUSSION
Vice Mayor Lopez-Ortega gave thanks to Rotary and highlighted the activities for this weekend which include parade and Harvest Fest.

Councilmember Williams mentioned that there is available information on the county's website regarding water. Moreover, Williams brought for discussion only a noise ordinance presented by Chief Celaya.

Item #6.1.

City Council Minutes
November 1, 2022
APPROVED: 4/9/24

10. ADJOURNMENT
Mayor Canning adjourned the meeting, at 8:10 p.m
In honor and memory of long-time resident Virginia Dooley - 102 years old.

Respectfully Submitted
Prepared by: Approved by:

Yudiana Galvan, City Clerk Donald Williams, Mayor

Item #6.1.

APPROVED: 4/9/24

MINUTES

CALISTOGA CITY COUNCIL

SPECIAL CLOSED SESSION
Thursday, November 10, 2022 - 3:00 PM
Virtual
A. CALL TO ORDER – ROLL CALL
Mayor Canning called the meeting to order at 2:45 p.m.

Present: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Williams, Kraus and Gift.

Absent: None
B. ORAL COMMUNICATION
Oral communication was not received.

C. ADJOURN TO CLOSED SESSION ON THE FOLLOWING MATTER:

1. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION – Significant exposure to litigation pursuant to Government Code section 54956.9(d)(2)(e)(1): (One Potential Case)
Council adjourned to the Closed Session at 3:06 p.m.

D. CONVENE TO OPEN SESSION TO REPORT FROM CLOSED SESSION Mayor Canning stated that they are not anticipating any reportable action and will report during the following meeting on November 15th.

E. ADJOURNMENT
Mayor Canning adjourned the meeting.

Respectfully Submitted
Prepared by: Approved by:
______________________ _____________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.1.

APPROVED: 4/9/24

MINUTES

CALISTOGA CITY COUNCIL

SPECIAL CLOSED SESSION
Tuesday, November 15, 2022 - 4:30 PM
Virtual
A. CALL TO ORDER – ROLL CALL
Mayor Canning called the meeting to order at 4:31 p.m.

Present: Mayor Canning and Councilmembers Williams, Kraus and Gift

Absent: Vice Mayor Lopez-Ortega
B. ORAL COMMUNICATION
Oral communication was not received.

C. ADJOURN TO CLOSED SESSION ON THE FOLLOWING MATTER:

1. Conference with Labor Negotiator
Agency Negotiator: Laura Snideman (City Manager)
Employee Organizations: Calistoga Public Employees' Association (CPEA), Calistoga Professional Firefighters' Association (CPFA), Calistoga Police Officers Association (CPOA); and Calistoga Unrepresented Employees.

Council adjourned to the closed session at 4:33 p.m.

D. CONVENE TO OPEN SESSION TO REPORT FROM CLOSED SESSION E. ADJOURNMENT
Mayor Canning adjourned the meeting.

Respectfully Submitted
Prepared by: Approved by:
______________________ _____________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.1.

CALISTOGA CITY COUNCIL

REGULAR MEETING
Tuesday, November 15, 2022 - 6:00 P.M.
1307 Washington Street, Calistoga, CA 94515
Hybrid

1. CALL TO ORDER – ROLL CALL – SALUTE TO THE FLAG
Mayor Canning, called the regular session to order at 6:02 p.m.

Present: Councilmember Lisa Gift via Zoom, Councilmembers Gary Kraus, and Donald Williams; and Mayor Chris Canning

Absent: Vice Mayor Irais Lopez-Ortega

2. REPORT FROM CLOSED SESSIONS
Mayor Canning reported Council held a Closed Session on Tuesday, November 10, 2022, at 3:00 pm, regarding a conference with legal counsel for an anticipated litigation with significant exposure pursuant to Government Code section 54956.9(d)(e)(1): (one potential case), and another one today, both had with no reportable action.

3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS Oral communication was not received.

4. ADOPTION OF MEETING AGENDA
A motion was made by Councilmember Kraus to adopt the meeting agenda as presented, seconded by Councilmember Williams.

VIA ROLL CALL
AYES: Councilmembers Kraus, Williams and Gift, and Mayor Canning NOES: None
ABSTAIN: None
ABSENT: Vice Mayor Lopez- Ortega

5. CITY MANAGER’S REPORT
City Manager Laura Snideman wished everyone a happy Thanksgiving. She reminded everyone of the Tractor Parade on December 3, 2022. There will be a Council reorganization at the regular City Council meeting of December 20, 2022. Phase 1 of the Fire Fuel Mitigation is almost done.

She also updated the Council on the Fairground agreement, noting there is a fully executed agreement.

6. PROCLAMATIONS/PRESENTATIONS/AWARDS

6.1 Update the City Council on the Capital Improvement Program Schedule Tracking for Fiscal year 22/23.

Public works Director Derek Rayner presented a. PowerPoint presentation regarding the quarterly update of the Capital Improvement Program (CIP) Council and Staff discussion ensued.

Item #6.1.

Calistoga City Council Minutes
November 15, 2022

6.2Presentation from Mark Van Gorder, Jon Stallman, Arti Dave (Energy Policy and Procurement, Pacific Gas and Electric Company) regarding the proposed Clean Substation Microgrid Pilot in Calistoga Discussion ensued between City Council and presenters.

7. CONSENT CALENDAR
A motion was made by Councilmember Williams, to adopt the consent calendar with the exception of item # 7.3 which was pulled for discussion, second by Councilmember Gift.

VIA ROLL CALL
AYES: Councilmembers Williams, Gift and Kraus and Mayor Canning NOES: None
ABSTAIN: None
ABSENT: Vice Mayor Lopez- Ortega

7.1 APPROVED - the Minutes of the June 13, 2022, City Council Regular Meeting as submitted.

7.2 Adoption of Resolution No. 2022-092 accepting a Notice of Completion for the fence at the Lower Washington Street Project.

7.3 Adoption of Resolution No. 2022-093 that:

1. Authorizes the City Manager to execute a purchase order with FCB Construction, Inc., to complete construction of a water leak repair on Hwy. 128/Foothill Blvd. in an amount not to exceed $68,000.

2. Approves the Project construction budget in the amount of the base bid of $59,428, and a 14% contingency for unforeseen conditions and authorizes the Public Works Director to negotiate and approve contract change orders up to the approved construction budget amount of $68,000.

This item was pulled by Mayor Canning for discussion.

A motion by Councilmember Kraus to adopt the resolution, seconded by Councilmember Williams.

VIA ROLL CALL
AYES: Councilmembers Kraus, Williams and Gift and Mayor Canning NOES: None
ABSTAIN: None
ABSENT: Vice Mayor Lopez-Ortega

7.4 Adoption of Resolution No. 2022-094 authorizing the City Manager to execute a Consultant Services Agreement with Fehr & Peers to prepare an updated Transportation Impact Analysis Item #6.1.

Calistoga City Council Minutes
November 15, 2022

for the Yellow Rose Ranch Project as part of the CEQA analysis – Environmental Impact Report.

7.5 Affirming of Resolution No. 2021-071 findings related to the state of emergency due to COVID-19 authorizing the City manager to continue implementing teleconference accessibility to conduct public meetings pursuant to Assembly Bill 361. 8 PUBLIC HEARING

8.1 Hold a Public Hearing on the recommended Final 2023-2031 Housing Element (HE) Recommended Action: Hold a public hearing, make final decisions, and direct Staff to submit the Final 2023-2031 HE to the California Department of Housing and Community Development (“HCD”)
Planning & Building Director Jeff Mitchem presented the item and provided a PowerPoint presentation. Also included in the presentation were Sung H. Kwon, a consultant with M Group and Karen Murphy with
Staff and Council discussion ensued. There was public comment.

Council took a 5 minute recess from 8:13 to 8:18 pm.

A motion by Councilmember Kraus to submit the final HE to HCD, second by Mayor Canning

VIA ROLL CALL
AYES: Councilmember Kraus, Mayor Canning, Councilmembers Williams and Gift NOES: None
ABSTAIN: None
ABSENT: Vice Mayor Lopez-Ortega

8.2. APPROVED - First reading and introduction of an Ordinance repealing certain chapters of Calistoga Municipal Code Title 15, Building Standards Codes, and adopting the 2022 California Building Standards Code, Title 24, with local amendments, and the 2021 International Property Maintenance Code and 2021 International Pool and Spa Code.

Planning & Building Director Jeff Mitchem opened the item and introduced Fire Chief Steve Campbell. Also included in the presentation was Mark Woods with Bureau Veritas,.who provided a PowerPoint presentation
Council and staff discussion ensued.

A motion was made by Councilmember Kraus to adopt the ordinance, seconded by Mayor canning.

VIA ROLL CALL
AYES: Councilmember Kraus, Mayor Canning, Councilmember Williams and Gift Item #6.1.

Calistoga City Council Minutes
November 15, 2022

APPROVED 4/9/24
NOES: None
ABSTAIN: None
ABSENT: Vice Mayor Lopez-Ortega

9. GENERAL GOVERNMENT

9.1 Adoption of Resolution No. 2022-095 approving the First Amendment to Employment Agreement between City of Calistoga and Laura Snideman.

Burke, Williams & Sorensen, LLP Partner Karen Murphy introduced the item. This corrects an accounting error made in the original agreement.

No public comment was received.

Motion by Councilmember Williams to adopt the resolution, second by Councilmember Kraus

VIA ROLL CALL
AYES: Councilmembers Williams, Kraus and Gift and Mayor Canning NOES: None
ABSTAIN: None
ABSENT: Vice Mayor Lopez- Ortega

10. COUNCIL REQUESTS AND IDEAS FOR DISCUSSION
Councilmember Williams asked to consider enhancing the Fire Code to reflect the fire safety requirements discussed in Item 8.2 of tonight’s agenda.

Mayor Canning wished everyone a Happy Thanksgiving and Happy Tractor Parade. He noted there were chairs out for the Tractor Parade.
11 ADJOURNMENT
Mayor Canning adjourned the meeting at 9:55 p.m.

Respectfully Submitted
Prepared by: Approved by:

Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.1.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Sandra Meyer, Planning and Building Director
Meeting: City Council - Apr 09 2024
Subject: Uncodified Ordinance 768 - Relinquishing Enforcement Responsibility for Mobile Home Parks and Installations and Special Occupancy Parks DESCRIPTION:

Consideration of Uncodified Ordinance 768 to cancel the City of Calistoga’s enforcement responsibility for mobile home parks (MHP) and installations and special occupancy parks under the California Health and Safety Code.

RECOMMENDATION:

Adopt Ordinance 768 as submitted.

BACKGROUND/SUMMARY:

On May 21, 1991, the Calistoga City Council adopted its Resolution No. 91-32 declaring its intention to enforce mobile home park provisions of the California Health and Safety Code. On December 6, 2022, the City Council waived the first reading and introduced Ordinance 758 to transfer MHP park enforcement authority back to the California Department of Housing and Community Development (“HCD”). On January 17, 2023, the City Council adopted uncodified Ordinance 758.

On February 13, 2024, HCD notified the City that Ordinance 758 relinquishing enforcement to HCD only specified the Special Occupancy Park Act (HSC 18865) and section 2005 of the California Code of Regulations, Title 25. HCD further indicated that the Mobilehome Parks Act (HSC 18300) and associated regulations should also be referenced in the ordinance, as approved local enforcement agencies must enforce both Acts and, in the City’s case, relinquish both Acts.

On February 27, 2024 the City Council introduced and waived further reading of Ordinance 768 repealing Ordinance 758 to also relinquish enforcement authority under Mobilehome Parks Act (HSC 18300) and associated regulations per HCD’s notification to the City.

CEQA STATUS:

This action does not meet the definition of a “project” under the California Environmental Quality Act (CEQA).

ATTACHMENT(S):

ATTCH 1 Ordinance 768 Re Cancellation of MHP Enforcement Responsibility APPROVAL(S):

Item #6.2.

Connie Cardenas, Admin. Services Director Approved - Mar 27 2024 Laura Snideman, City Manager Approved - Mar 27 2024
Yudiana Galvan, City Clerk Approved - Mar 29 2024
Item #6.2.

ATTACHMENT 1
ORDINANCE NO. 768

AN UNCODIFIED ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CALISTOGA

RELINQUISHING ENFORCEMENT RESPONSIBILITY FOR MOBILEHOME PARKS

AND INSTALLATIONS AND SPECIAL OCCUPANCY PARKS
WHEREAS, on May 21, 1991, the Calistoga City Council adopted its Resolution No. 91-32 declaring its intention to enforce mobile home park provisions of the California Health and Safety Code; and
WHEREAS, the City of Calistoga (“City”) has limited financial and human resources to provide services to its residents; and
WHEREAS, California Government Code Section 18865 authorizes the City to relinquish enforcement responsibility for mobilehome parks and installations and special occupancy parks and transfer such responsibility back to the California Department of Housing and Community Development (“HCD”); and
WHEREAS, the Calistoga City Council finds that it is in the best interests of the City and its residents to effect the transfer of mobilehome park enforcement authority back to HCD;
WHEREAS, On January 17, 2023, the City Council adopted uncodified Ordinance 758 transferring mobilehome park enforcement authority back to HCD; WHEREAS, On February 13, 2024, HCD notified the City that Ordinance 758 relinquishing enforcement to HCD only specified the Special Occupancy Park Act (HSC 18865) and section 2005 of the California Code of Regulations, Title 25. HCD further indicated that Mobilehome Parks Act (HSC 18300) and associated regulations should also be referenced in the ordinance, as approved local enforcement agencies must enforce both Acts and, in the City’s case, relinquish both Acts.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES ORDAIN AS FOLLOWS:

SECTION 1. Findings. The above recitals are true and correct, and incorporated herein by reference and each is relied upon independently by the City Council for its adoption of the Ordinance.

SECTION 2. Purpose and Authority. The purpose of this Ordinance is to repeal the City’s enforcement responsibility for mobilehome parks and installations and special occupancy parks pursuant to: a) Health and Safety Code Section 18865 and Title 25 of the California Code of Regulations Section 2005 and b) Mobilehome Parks Act (HSC 18300) and associated regulations.

Item #6.2.

Ordinance No. 768

SECTION 3. Authorization. The City Manager is authorized and directed to take the required actions to complete the transfer to HCD of enforcement responsibility for mobilehome parks and installations and special occupancy parks.

SECTION 4. Environmental Determination. The City Council finds and declares that the adoption and implementation of this Ordinance are exempt from the provisions of the California Environmental Quality Act under section 15061(b)(3) in that the City Council finds there is no possibility that the implementation of this Ordinance may have significant effects on the environment.

SECTION 5. Severability. If any section or portion of this ordinance shall be determined to be invalid or unconstitutional, such section or portions shall be deemed severable and all other sections or portions hereof shall remain in full force and effect.

SECTION 7. Effective Date. This ordinance shall be effective 30 days from the date of passage and adoption.

SECTION 8. Publication. The City Clerk is directed to cause this Ordinance to be published in the manner required by law.

THIS ORDINANCE was introduced with the first reading waived at the City of Calistoga City Council meeting of the 19th day of March 2024, and was passed and adopted at a regular meeting of the Calistoga City Council on the 9th of April 2024, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

APPROVED:

By:

Don Williams, Mayor
ATTEST:

Yudinia Galvan, City Clerk
APPROVED AS TO FORM:

Michelle M. Kenyon, City Attorney
Item #6.2.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Rachel Melick, Parks & Recreation Director
Meeting: City Council - Apr 09 2024
Subject: PG&E Resource Center at the Calistoga Community Center DESCRIPTION:

PG&E Resource Center at the Calistoga Community Center
RECOMMENDATION:

Consider adopting a Resolution authorizing the city manager to enter into a three year agreement with Pacific Gas and Electric to license the Calistoga Community Center for use of a Community Resource Center during PSPS and other emergency events.

BACKGROUND/SUMMARY:

PG&E contacted the City of Calistoga to license the Calistoga Community Center as a Community Resource Center (CRC) in connection with a County or City designated emergency event ("Emergency Event"). An "Emergency Event" means an event, natural or human-caused, that requires an emergency response to protect life or property. Examples of Emergency Events include but are not limited to a Public Safety Power Shutoff Event ("PSPS Event"), the existence of one or more environmental conditions creating extreme fire danger that results in the shutoff of power for public safety. Examples of PSPS Events include but are not limited to red flag warnings issued by the United States National Weather Service, low humidity levels, high winds, and dry vegetation.

Other events identified as an emergency event could be a significant earthquake, wildland fire, major heat event or winter storm requiring a warming or cooling center, significant wind event, major gas leak or gas-related fire, cyber incident that slows system response times, or other events of this scale.

ANALYSIS:

Over the past decade, the frequency and severity of public safety power shutoff and fire events have risen, necessitating the emergence of community resource centers as hubs for support and resources. These events create a need for accessible, well-equipped community resource centers which play an important role in ensuring the safety and well-being of affected populations. PG&E identified the Calistoga Community Center as a location to provide the community with a safe place to go with electricity; water; charging stations for phones, laptops or medical devices; and up-to-date information on the power outage and efforts to restore the power. PG&E will staff the CRC and provide on-site security during the period of use. To move forward with utilizing the community center both parties desire to memorialize this mutual understanding and agreement for making the Property available to PG&E in connection with an Emergency Event. In addition to providing a service to the community and surrounding areas, PG&E will pay $1,000 to the city for each day of use as a CRC as well as construct improvements to the parking lot ADA stalls, at no cost to the city.

Item #6.3.

CEQA STATUS:

None
FINANCIAL IMPACT:

Energy costs, water costs, minimal supplies, and some staff time may all be required to support the center. To offset expenses, the $1,000 fee assessed to PG&E for each day of use will be paid to revenue account 01-3260-002. In addition, ADA parking spaces improvements will save the city from this expenditure.

ATTACHMENT(S):

PGE reso
Calistoga Community Center Indoor CRC for PSPS and All Hazards (Signed) APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Mar 27 2024 Laura Snideman, City Manager Approved - Mar 31 2024
Yudiana Galvan, City Clerk Approved - Apr 01 2024
Item #6.3.

ATTACHMENT 1
RESOLUTION NO. 2024-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY

OF NAPA, STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO

ENTER INTO A THREE-YEAR AGREEMENT WITH PACIFIC GAS AND

ELECTRIC TO LICENSE THE CALISTOGA COMMUNITY CENTER FOR USE AS

A COMMUNITY RESOURCE CENTER DURING PSPS AND OTHER
EMERGENCY EVENTS.

WHEREAS, the frequency and severity of public safety power shutoff events have risen, necessitating the emergence of community resource centers as hubs for support and resources; and
WHEREAS, PG&E contacted the City of Calistoga to license the Calistoga Community Center as a Community Resource Center in connection with a/an County or City designated emergency event; and
WHEREAS, an Emergency Event means an event, natural or human-caused, that requires an emergency response to protect life or property. Examples of Emergency Events include but are not limited to a Public Safety Power Shutoff Event ("PSPS Event"), a significant earthquake, wildland fire, major heat event or winter storm requiring a warming or cooling center, significant wind event, major gas leak or gas-related fire, cyber incident that slows system response times, or other events of this scale; and WHEREAS, both parties desire to memorialize this mutual understanding and agreement for making the property available to PG&E in connection with an Emergency Event; and
NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Calistoga as follows: that the Calistoga City Council hereby authorizes the City Manager to execute a three-year contract between the City of Calistoga and PG&E for use as a community resource center during PSPS and other emergency events.

PASSED, APPROVED AND ADOPTED this 9th day of April 2024. I, YUDIANA GALVAN, 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:

AYES:

NOES:

ABSTAIN:

ABSENT:

Item #6.3.

ATTEST: APPROVED:

Yudiana Galvan, CMC, City Clerk Donald Williams, Mayor
Item #6.3.

1 LICENSE AGREEMENT
(COMMUNITY RESOURCE CENTER)
This License Agreement ("License Agreement") is made and entered into this 9th day of April, 2024 (the "Effective Date") by CITY OF CALISTOGA, a California municipal corporation, hereinafter called "LICENSOR," and PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, hereinafter called "PG&E." PG&E and LICENSOR are sometimes hereinafter each singularly referred to as "PARTY" and collectively as "PARTIES".

RECITALS:

A. LICENSOR owns or leases the certain real property commonly known as Calistoga Community Center, located at 1307 Washington Street, Assessor's Parcel Number 011-221- 008¬000, hereinafter called the "Property," located in the City of Calistoga, County of Napa, State of California. The Property includes a parking lot ("Parking Lot") containing approximately 9 parking spaces.

B. PG&E desires to partner with LICENSOR in connection with a/an County or City designated emergency event ("Emergency Event"). For purposes of this License Agreement, an "Emergency Event" means an event, natural or human-caused, that requires an emergency response to protect life or property. Examples of Emergency Events include but are not limited to a Public Safety Power Shutoff Event ("PSPS Event") described further below, significant earthquake, wildland fire, major heat event or winter storm requiring a warming or cooling center, significant wind event, major gasleak or gas-related fire, cyber incident that slowssystem response times, or other events of this scale.
a) For purposes of this License Agreement, a "PSPS Event" means the existence of one or more environmental conditions creating extreme fire danger that results in the shutoff of power for public safety. Examples of PSPS Events include but are not limited to red flag warnings issued by the United States National Weather Service, low humidity levels, high winds, and dry vegetation.

C. The PARTIES desire to memorialize this mutual understanding and agreement for making the Property available to PG&E in connection with an Emergency Event.

NOW, THEREFORE, for good and valuable consideration, LICENSOR and PG&E agree as follows:

1. Grant of License. Subject to the terms and conditions set forth in this License Agreement, LICENSOR grants PG&E, and its employees, contractors, agents, representatives, guests, and customers ("PG&E's Representatives") the non-exclusive right to use the License Area described in EXHIBIT A attached hereto and the Interior Areas of the Property (as defined in Section 2 below) in connection with an Emergency Event, together with rights of ingress and egress to and from the License Area, and the right to use certain exterior areas of the Property the extent set forth below (collectively, the "License Area"). All of the activities of PG&E and PG&E's Representatives pursuant to this License Agreement are referred to herein as "PG&E's Activities."
Item #6.3.

2 2. Use of License Area and Interior Common Areas of the Property. During Use Days (as defined in Section 5 below), PG&E and PG&E's Representatives and customers shall have the non-exclusive right to use the License Area as a Community Resource Center during an Emergency Event. Services to be provided in the License Area may include, among other things, providing PG&E customers with water and snacks and the ability to charge phones. PG&E and PG&E's Representatives shall have the right to set up tables and chairs in the License Area. In addition to the non-exclusive use of the License Area, PG&E and PG&E's Representatives and customers shall have the non-exclusive right, during Use Days, to use lobbies, hallways, stairways, elevators (if operational), restrooms, and other interior common areas of the Property (“Interior Areas”). PG&E and PG&E's Representatives shall also have the right to install temporary directional signage in the common areas of the Property.

3. Staging Area; Parking.
(a) Staging Area. During Use Days, PG&E and PG&E's Representatives shall have the exclusive right to use the exterior area of the Property shown on EXHIBIT A (the "Staging Area") to support the operation of an indoor customer resource center in the case of an Emergency Event. PG&E and PG&E's Representatives shall have the right to set up tents, install trailers, portable toilets, fencing, and temporary signage, park mobile vehicle units and other vehicles, and deliver and stage equipment, supplies and materials in the Staging Area. (b) Parking. PG&E and PG&E's Representatives and customers shall have the non-exclusive right to park vehicles in portions of the Parking Lot within the Staging Area shown on EXHIBIT A during Use Days.
(c) Personnel. During Use Days PG&E shall have the non-exclusive right to use the License Area, up to twenty-four (24) hours per day. Hours for use to PG&E customers shall be from 8:00 am to 10:00 pm. On Use Days, the License Area shall be fully staffed by PG&E and its representatives, at PG&E's sole cost and expense. PG&E may provide uniformed unarmed security at its cost and expense to ensure the protection of its equipment, the safety of the public and to prevent any damage to the Property.

4. Generators. LICENSOR hereby grants PG&E the right to use the existing generator owned by LICENSOR (the "Licensor-Owned Generator") installed at the Property in the location depicted on EXHIBIT A during Use Days. Except to the extent caused by the negligence or willful misconduct of PG&E or PG&E's Representatives, LICENSOR releases PG&E and PG&E's Representatives from and against, any and all Claims (as defined in Section 10 below) relating directly or indirectly to the Licensor-Owned Generator, including, but not limited to, any failure or malfunction thereof. Except during a PSPS or Emergency Event, LICENSOR shall operate the Licensor-Owned Generator, and LICENSOR shall at all times remain responsible for maintaining and repairing the Licensor-Owned Generator in compliance with all applicable laws, including, but not limited to, maintaining any necessary permits. LICENSOR agrees that PG&E may operate the Licensor-Owned Generator during a PSPS or Emergency Event utilizing the Property, without payment of any additional fees or charges by PG&E. (a) PG&E Generator: If the Licensor-Owned Generator is unavailable, LICENSOR grants PG&E and PG&E's Representatives a license to install, maintain, operate, repair, and replace a portable generator and related equipment (collectively, the "PG&E Item #6.3.

3 Generator") in the exterior area of the Property shown on EXHIBIT A attached hereto (the "Generator Site"). At PG&E's option and at PG&E’s sole cost, PG&E or PG&E's Representatives may install temporary fencing, bollards, or other barriers around the Generator Site. During Use Days, LICENSOR grants to PG&E and PG&E's Representatives exclusive use of the Generator Site. For a PSPS Event or Emergency Event use, PG&E anticipates that the PG&E Generator may remain in place during the PSPS Event or Emergency Event use and approximately one week before and one week after a PSPS Event or Emergency Event. PG&E and PG&E's Representatives shall have the right, without prior notice to LICENSOR, to enter the Property at all times to access the PG&E Generator. PG&E, at its sole expense, shall be responsible for obtaining all required permits for the PG&E Generator and complying with all laws relating to the PG&E Generator.

Notwithstanding the definition of PG&E's Activities, the presence of the PG&E Generator on the Property and activities related to the PG&E Generator shall not be considered PG&E's Activities for purposes of determining Use Days, and PG&E shall not be required to pay any additional license fees or other sum in connection with the PG&E Generator. The PG&E Generator is solely for the benefit of PG&E and PG&E's customers. Except to the extent caused by the negligence or willful misconduct of LICENSOR, PG&E releases LICENSOR and LICENSOR’S governing body, elected and appointed officials, officers, agents, and employees from and against, any and all Claims (as defined in Section 10 below) relating directly or indirectly to the PG&E Generator, including, but not limited to, any failure or malfunction thereof..

5. Term. This License Agreement shall be for a term of three (3) years, commencing on April 9, 2024 (the "Commencement Date"), and expiring on April 9, 2027 (the "Termination Date"). Notwithstanding the term of this License Agreement, PG&E anticipates that it will use the License Area and the Staging Area on an occasional basis, if at all, for periods of approximately two (2) to ten (10) days at a time. The days (including any partial days) during which any of PG&E's Activities are occurring in or on the License Area or the Staging Area are referred to herein as "Use Days." During Use Days, PG&E shall have the non-exclusive right to use the License Area and the exclusive right to use the Staging Area twenty-four (24) hours per day.

6. License Fee. PG&E shall pay a license fee ("License Fee") of One Thousand Dollars ($1,000.00) per day for each Use Day.

7. Emergency Event or PSPS Event Notice. PG&E shall give LICENSOR at least eight (8) hours' prior notice (the "Emergency Event or PSPS Event Notice") of the dates and times that PG&E desires to access and use the Property in connection with an Emergency Event or PSPS Event. Within four (4) hours after receipt of an Emergency Event or PSPS Event Notice, LICENSOR shall confirm receipt of the Emergency Event or PSPS Event Notice and confirm if the Property is available for use. LICENSOR acknowledges that PG&E may give LICENSOR multiple Emergency Event or PSPS Event Notices during any calendar year.

8. Use of License Area and Staging Area.
(a) As Is. PG&E accepts the License Area, the Staging Area and the Generator Site "AS-IS," "WHERE-IS" and "WITH ALL-FAULTS," subject to all applicable zoning, municipal, county and state laws, ordinances, and regulations governing and regulating the use of the License Area and the Staging Area. PG&E may request LICENSOR to perform alterations, repairs, or improvements to the License Area and the Staging Area, but PG&E understands and agrees that LICENSOR shall not be obligated to make any such alterations, repairs or Item #6.3.

4 improvements at any time. Except in the event of an Emergency Event, PG&E shall not make any alterations, repairs, or improvements to the Property without the prior written consent of LICENSOR, which consent shall not be unreasonably withheld, conditioned, or delayed. Any alterations, repairs, or improvements PG&E elects to make in connection with an Emergency Event shall be at PG&E’s sole cost.
(b) Use. PG&E shall exercise reasonable care in the conduct of PG&E's Activities in the License Area, the Staging Area and the Generator Site. Without limiting the generality of the preceding sentence, PG&E shall maintain the License Area, the Staging Area and the Generator Site in reasonably neat and orderly condition during Use Days; provided, however, that LICENSOR, as part of the License Fee and without additional compensation, shall provide all necessary janitorial services to the License Area and common areas during Use Days, including, but not limited to, removing trash and stocking restrooms with supplies. PG&E shall not use the License Area, the Staging Area or the Generator Site or permit anything to be done in or about the License Area, the Staging Area or Generator Site during Use Days that will in any way conflict with any law, statute, zoning restriction, ordinance or governmental rule or regulation or requirement relating to the use or occupancy of the License Area, the Staging Area or the Generator Site. During Use Days, PG&E shall not allow the License Area, the Staging Area and/or the Generator Site to be used for any unlawful or objectionable purpose, nor shall PG&E cause, maintain or permit any nuisance in, on or about the License Area, the Staging Area and/or the Generator Site.
(c) Mechanic's Liens. PG&E shall keep the Property free and clear of all mechanic's liens and stop notices arising, or alleged to arise, in connection with any work performed, labor or materials supplied or delivered, or similar activities performed by PG&E or at PG&E's request or for PG&E's benefit. If any mechanic's liens or stop notices are placed on the Property in connection with PG&E's use or PG&E's Activities, PG&E shall diligently pursue all necessary actions to remove such liens from title, either by payment or by recording a lien release bond in the manner specified in California Civil Code Section 8424 or any successor statute. (d) Restoration. Upon PG&E's ceasing to use the License Area, the Staging Area and/or the Generator Site in connection with a particular Emergency Event or PSPS Event, PG&E shall (i) remove all personal property, debris and waste material of PG&E and PG&E's Representatives from the License Area, (ii) remove all vehicles, personal property, debris and waste material of PG&E and PG&E's Representatives from the Staging Area, and (iii) remove all personal property, debris and waste material of PG&E and PG&E's Representatives from the Generator Site, and repair and restore the License Area, the Staging Area and the Generator Site as nearly as reasonably possible to the condition that existed prior to PG&E's entry hereunder.

9. Notices. All notices under this License Agreement shall be sent by email to the addresses set forth in EXHIBIT B. In addition, LICENSOR will provide PG&E with telephone or cellphone numbers of staff in calling order to contact in an emergency as set forth in EXHIBIT B. EXHIBIT B shall be updated as needed to reflect current names and contact information.

10. Indemnity. Except to the extent caused by the active negligence or willful misconduct of LICENSOR, its officers, agents, or employees, PG&E shall indemnify, defend (with counsel acceptable to LICENSOR) and hold harmless LICENSOR and its governing body, elected and appointed officials, officers, agents, and employees from and against all claims, losses, actions, Item #6.3.

5 demands, damages, costs, expenses (including, but not limited to, reasonable attorneys' fees and court costs) (collectively, "Claims") that are caused by PG&E's Activities, or the entry on, occupancy or use of, the Property by PG&E, PG&E's Representatives and/or any PG&E customer under this License Agreement, including, but not limited to, Claims relating to (i) injury to or death of persons, including, but not limited to, employees of LICENSOR or PG&E or customers of PG&E; (ii) injury to the personal or real property of LICENSOR, and (iii) violation of any applicable federal, state, or local laws, statutes, regulations, or ordinances by PG&E or PG&E's Representatives. In no event, however, shall PG&E be liable for any indirect or consequential damages or for loss of profits or other revenue, loss of goodwill, or loss of use. The indemnification obligations of PG&E under this Section 10 shall survive the expiration or earlier termination of this License Agreement.

11. Insurance. PG&E shall at all times during the Term of this License Agreement, selfinsure for PG&E's Activities pursuant to this License Agreement in accordance with EXHIBIT C.

12. Alterations to Property. LICENSOR hereby grants PG&E and PG&E's Representatives the right to perform, at PG&E's sole expense, the alterations to the Property described in EXHIBIT D attached hereto. PG&E or PG&E's Representatives will coordinate the scheduling of the performance of such alterations with LICENSOR. PG&E shall be solely responsible for obtaining all permits and/or other governmental approvals in connection with such alterations and shall comply with all applicable laws and regulations related to such alterations and the construction and installation thereof.

13. Miscellaneous.
(a) Governing Law. This License Agreement shall in all respects be interpreted, enforced, and governed by and under the laws of the State of California. (b) Attorneys' Fees. Should either party bring an action against the other party, by reason of or alleging the failure of the other party with respect to any or all of its obligations hereunder, whether for declaratory or other relief, and including any appeal thereof, then the party which prevails in such action shall be entitled to its reasonable attorneys' fees and expenses related to such action, in addition to all other recovery or relief. (c) No Waiver. Any waiver with respect to any provision of this License Agreement shall not be effective unless in writing and signed by the party against whom it is asserted. The waiver of any provision of this License Agreement by a party shall not be construed as a waiver of a subsequent breach or failure of the same term or condition or as a waiver of any other provision of this License Agreement.
(d) Counterparts. This License Agreement may be executed in identical counterpart copies, each of which shall be an original, but all of which taken together shall constitute one and the same agreement.
(e) Authority. Each party to this License Agreement warrants to the other that it has the right and authority to enter into and to perform its obligations under this License Item #6.3.

6 Agreement, without the consent of any third party, and that the person signing below is authorized to bind such party.
(f) Interpretation. This License Agreement shall be construed according to the fair meaning of its language. 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. (g) Exhibits. The following exhibits are attached hereto and incorporated herein by this reference:

EXHIBIT A — License Area
— Staging and Parking Lot
— Generator Site
EXHIBIT B — Notices
EXHIBIT C — Statement of Self-Insurance Program
EXHIBIT D — Alterations to be Undertaken by PG&E
(h) Electronic Signatures. This License Agreement may be executed by electronic signatures (e.g., using DocuSign or e-SignLive) or signatures transmitted in portable document format ("pdf'), and copies of this License Agreement executed and delivered by means of electronic or pdf signatures shall have the same force and effect as copies hereof executed and delivered with original manually executed signatures. The parties may rely upon electronic and pdf signatures as if such signatures were manually executed originals and agree that an electronic or pdf signature page may be introduced into evidence in any proceeding arising out of or related to this License Agreement as if it were an original manually executed signature page. (i) Successors and Assigns. This License Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives, successors, and assigns of each party. (j) Entire Agreement. This License Agreement supersedes all previous oral and written agreements between and representations by or on behalf of the parties and constitutes the entire agreement of the parties with respect to the subject matter hereof. This License Agreement may not be amended, except by a written agreement executed by both parties.

IN WITNESS WHEREOF, the parties have executed this License Agreement as of the date set forth below each signature, effective upon the Effective Date first written above.

Item #6.3.

7 “PG&E”

PACIFIC GAS AND ELECTRIC
COMPANY, a California corporation
By:

Name:

Its:

Date:
“LICENSOR”

CITY OF CALISTOGA,
a California municipal corporation
By:

Name:

Its:

Date:

Jeannette Rotz
Supervisor, Land Acquisition
Item #6.3.

8 EXHIBIT A
License Area, Staging and Parking Lot Area and Generator Site Item #6.3.

9 EXHIBIT B

NOTICES
TO LICENSOR:

Any notice to Licensor, including the notice to be given pursuant to Section 7 of the License Agreement, shall be sent to _______________________ at the following:

Email address: Phone Number:

Text Notifications:

In addition, in the event of an emergency, PG&E shall contact the following persons in the order set forth below:

Phone:

Phone:

Weekends and After Hours:

TO PG&E:

Any notice to PG&E, including the notice pursuant to Section 7 of the License Agreement shall be sent to Jessica Melton at the following email address: [email protected], cc’ing [email protected]
PG&E contacts for use during emergency use and post emergency for claims and reimbursements:

CRC Help Line: 916-760-5369
Jessica Melton, Land Consultant, PG&E
(925) 655-7085 – cell
[email protected] – email
Alex Grant, Program Manager, PG&E
(707) 331-2466- cell
[email protected] – email
Item #6.3.

10 EXHIBIT C
Statement of Self-Insurance Program
Item #6.3.

11 EXHIBIT D
Alterations to be Undertaken by PG&E
ADA Alterations:
• Replace west side entrance threshold to a less than ½” change in elevation
• Fill in gaps on along accessible route with caulking or other firm, stable material to ensure no gasp exist greater than ½”. • Pavement remediation to current ADA Van Parking Space and Access Aisle so no gaps exist greater than ½”
• Install ADA Minimum Fine $250 Sign in front of Van ADA Parking Stall. Bottom edge of sign must be 60” from the ground. • Install ADA Tow Away Sign that includes both address and phone number reclaim information at both parking entrance and adjacent to ADA Parking Area.
• Restripe existing Van ADA Parking and Access Aisle to dimensions and specifications shown in Diagram 1
Item #6.3.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Rachel Melick, Parks & Recreation Director
Meeting: City Council - Apr 09 2024
Subject: Perfectmind/Xplor five-year contract for recreation management software DESCRIPTION:

Consider adopting a Resolution that authorizes the City Manager to enter into a five year contract with Perfectmind, Inc. dba. Xplor Recreation for Recreation Management System Software for program registration and facility booking services.

RECOMMENDATION:

Adopt the Resolution.

BACKGROUND/SUMMARY:

The Calistoga Parks and Recreation Department has been utilizing Perfectmind, Inc. dba. Xplor Recreation(Xplor) software for facility and program registration since 2018. The current contract extension expires in March of 2024. Ahead of the expiration staff issued a Request for Proposals(RFP) for Recreation Management System software. To facilitate seamless service delivery, the department wishes to enter into a new five year contract with Xplor.

ANALYSIS:

The Parks and Recreation department is made up of three full time staff members with an additional forty to fifty seasonal staff members. The parks and recreation management system is utilized by three staff members during the months of October-March; and, about fifteen staff members from April through September. The software is used at the main office, the pool office, and online by customer users for program registration, facility bookings, and account creation. Staff solicited bids for a cloud-based Recreation Management system that supports the current requirements of the City and is scalable and flexible to meet future requirements. Identified in the RFP, the scope of services needed to include the following functionalities:
 Activity registrations including courses, classes, drop-ins, and custom sessions  Facility and equipment reservations
 Membership management
 Account management and CRM functionality
 Integrated point of sale
 Supports multiple payment types including cash, credit card, debit, EFT/ACH, and PayPal  Accounting with multiple GL support
 Integration with third-party accounting system
 Marketing and email support, including SMS and voice notifications  Integration with current website for online registrations and purchases  Self-serve options for customers
 Built-in reporting with ad-hoc report creation
Item #6.4.

 Secure data storage and encryption
 PCI Level-1 compliance
 Audit trails and disaster recovery plan
 User-friendly interface for both staff and customers
Additionally, staff identified that the proponents shall also provide implementation services, training, ongoing support, and software updates for their proposed solution. The RFP was posted to the city website and shared with various platform providers. To facilitate seamless service delivery, the department wishes to enter into a new five year contract with Xplor which is the system currently being utilized in the department. Staff sees a cost benefit in continuing with use of the system, as there could be significant implementation costs in using a new system, training staff on the new system could be costly and not time efficient, and would create an unnecessary burden on the community to learn and utilize a new registration system. The contract has been reviewed by the city attorneys office. The cost over the five years would not exceed $42, 480 and would be payable in yearly installments of $8,496.

CEQA STATUS:

N/A
FINANCIAL IMPACT:

The cost for Recreation Management System software would not exceed $42,480 for a five year contract and would be payable yearly at a rate of $8,496 charged to account 15-4975-4823.

ATTACHMENT(S):

City of Calistoga - finalPerfectMind SaaS(Licensing) (amv2) DIB RED_ (004)93 v3_ accepted changes.pd[39]
Xplor RESOLUTION
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Mar 27 2024 Laura Snideman, City Manager Approved - Apr 01 2024
Yudiana Galvan, City Clerk Approved - Apr 02 2024
Item #6.4.

SOFTWARE AS A SERVICE & PROFESSIONAL SERVICES AGREEMENT

BETWEEN
PERFECTMIND INC.

AND

CITY OF CALISTOGA
DATED: April 9, 2024

TABLE OF CONTENTS
PART 1 —DEFINITIONS AND INTERPRETATION ...........................................................................................1 PART 2 —LICENSE...................................................................................................................................................3 PART 3 —PROFESSIONAL SERVICES.................................................................................................................4 PART 4 —FEES AND PAYMENTS .........................................................................................................................6 PART 5 —USE OF THE PLATFORM.....................................................................................................................8 PART 6 —CONTENT, INTELLECTUAL PROPERTY AND PRIVACY .........................................................12 PART 7 —TERM AND TERMINATION ..............................................................................................................14 PART 8 —CONFIDENTIALITY ............................................................................................................................16 PART 9 —WARRANTIES, DISCLAIMERS, INDEMNITIES AND LIABILITY ............................................16 PART 10 —GENERAL.............................................................................................................................................20 EXHIBIT A ..................................................................................................................................................................1 EXHIBIT C ..................................................................................................................................................................2 EXHIBIT D ..................................................................................................................................................................3 EXHIBIT E ..................................................................................................................................................................5 Exhibits:

Exhibit A – Platform Use Fees
Exhibit C – PerfectMind Rates for Professional Services Exhibit D – Service Levels
Exhibit E – Platform Features and Functionalities
DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

Xplor Technologies 1

SOFTWARE AS A SERVICE & PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is dated April 9, 2024 (the “Effective Date”).

BY AND BETWEEN:

PerfectMind Inc.
(“PerfectMind”), a British Columbia
corporation having an office at:

AND City of Calistoga, (“Customer”), a
California Municipal Corporation having
an office at:
504-4190 Lougheed Highway
Burnaby, British Columbia
V5C 6A8
1232 Washington Street
Calistoga, CA
94515
WHEREAS PerfectMind wishes to license to Customer, and Customer wishes to use and license from PerfectMind, the Platform (as defined herein) on the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

PART 1—DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Agreement, unless the context otherwise requires, capitalized terms will have the meaning assigned to them herein, including the following:
(a) “Account” has the meaning set out in §5.6;
(b) “Account-holder” means an individual designated by Customer to whom an Account is issued.
(c) “Applicable Laws” means all applicable laws and regulations, including all applicable local, provincial, state, national and foreign laws, treaties, and regulations as well as orders of courts or laws, regulations, by-laws, or ordinances of applicable governmental agencies. (d) “Claims” means liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges, and costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a judgment and expenses of any kind and character whatsoever incurred in connection therewith.
(e) “Confidential Information” has the meaning set out in §8.1; (f) “Content” means all materials and content, including designs, editorials, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data, and any other work, and DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

Xplor Technologies 2
“Customer Content” is Content entered, uploaded, or inputted into the Platform by or on behalf of Customer.
(g) “Customer Data” means information, materials, or data, including Customer Content, entered, uploaded, or inputted into the Platform by or on behalf of Customer. (h) “Data Breach” is an incident in which sensitive, protected, or confidential data has potentially been viewed, stolen, or used by an individual unauthorized to do so. (i) “Enhancement” means enhancements, developments, modifications, updates, additions, and improvements made to the Platform, other than New Features and Functions. (j) “Force Majeure” means circumstances beyond a party’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, or Internet service provider failures or delays, or hosting service provider failures or delays.
(k) “Intellectual Property Rights” means any and all (i) proprietary rights provided under patent law, copyright law, trade-mark law, design patent or industrial design law, semi-conductor chip or mask work law, or any other applicable statutory provision or otherwise arising at law or in equity, including, without limitation, trade secret law, that may provide a right in works, software, source code, object code, marks, ideas, formulae, algorithms, concepts, methodologies, techniques, inventions, or know-how, or the expression or use thereof, (ii) applications, registrations, licenses, sublicenses, agreements, or any other evidence of a right in any of the foregoing, and (iii) past, present, and future causes of action, rights of recovery, and claims for damage, accounting for profits, royalties, or other relief relating, referring, or pertaining to any of the foregoing;
(l) “New Features and Functions” means any update, revision, new version, new module, or upgrade of the Platform made available by PerfectMind from time to time (i) that adds new functions or features to the Platform and (ii) for which PerfectMind charges a fee to its customers in order to obtain same.
(m) “PerfectMind Privacy Policy” means PerfectMind’s privacy policy made available at https://www.xplorrecreation.com/policies/terms-of-service as amended from time to time. (n) “PerfectMind Technology” means (i) any concepts, inventions, systems, processes, techniques, methodologies, know-how, data, tools, templates, technology (including software in executable code and source code), documentation or any other information, data or materials, and any expressions of the foregoing, developed by, owned by, or licensed to, PerfectMind; and (ii) the Work Product.
(o) “Permitted Purpose" means managing and operating Customer’s facilities located in the City of Calistoga including customer relationship management, facility bookings, membership sales, point of sale transaction processing and scheduling. (p) “Platform” means the software and supporting hardware platform known as “PerfectMind” that is owned and operated by PerfectMind, and that will be made available to Customer as a DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

Xplor Technologies 3
service under this Agreement via a designated website or websites as may be designated by PerfectMind, from time to time, together with the related documentation, Content (other than Customer Content and Customer Data) and end user materials delivered therewith. (q) “Professional Services” has the meaning set out in §3.1; (r) “Security Incident” A violation or imminent threat of violation of computer security policies, acceptable use policies, or standard security practices which may lead to a Data Breach. (s) “Statement of Work” has the meaning set out in §3.1; (t) “Term” has the meaning set out in §7.1; and
(u) “Work Product” means all improvements, enhancements and derivatives thereto developed by PerfectMind for the purposes of providing the Professional Services under this Agreement or otherwise and any and all other work products developed by PerfectMind for the purposes of providing the Professional Services under this Agreement.

1.2 Interpretation. In this Agreement, unless expressly stated otherwise or the context otherwise requires, (a) headings and captions are for convenience only and will not be deemed to explain, limit or modify the provisions hereof, (b) the word “including”, when following a general statement or term, is not to be construed as limiting the general statement or term (whether or not used in connection with phrases such as “without limitation” or “but not limited to”) and the word “or”, when connecting two or more matters, will not imply an exclusive relationship between the matters, (c) a reference to a “person” or “entity” means an individual, corporation, body corporate, firm, limited liability company, partnership, syndicate, joint venture, society, association, trust or unincorporated organization or governmental authority or trustee, executor, administrator or other legal representative, including any successor to that person, (d) a word importing the masculine gender includes the feminine and neuter, a word in the singular includes the plural, a word importing a corporate entity includes an individual, and vice versa, (e) words, phrases and acronyms not otherwise defined herein that have a meaning commonly understood and accepted by persons familiar with the Internet and computing services professionals will be interpreted and understood to have that meaning herein, and (f) in the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Exhibits hereto, the terms of the Exhibits hereto will prevail to the extent necessary to resolve such conflict or inconsistency.

PART 2—LICENSE

2.1 License. PerfectMind grants to Customer a non-exclusive, non-transferable, right, and limited license, only during the Term, to access and use the Platform for the Permitted Purposes only. All rights not expressly granted to Customer are reserved by PerfectMind and, if applicable, its licensors.

2.2 Complete Software; Enhancements. Upon completion of the Professional Services described in the Statement of Work attached to this Agreement as Exhibit B, the Platform with the features and functionalities described in Exhibit E attached to this Agreement will be configured and made available to Customer for access and use by Account-holders. Customer DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

Xplor Technologies 4
agrees that its entry into this Agreement is not contingent on the delivery of any future functionality or features by PerfectMind. PerfectMind may, from time to time and its sole discretion, update the Platform (including the underlying server software or hardware) or otherwise offer Enhancements, which Enhancements will form part of the Platform being licensed and provided hereunder without further payment by Customer. PerfectMind will use commercially reasonable efforts to (a) ensure that such Enhancements are compatible with and will not adversely affect or reduce the functionality, performance, availability and accessibility of the Platform, and (b) to the extent that such Enhancements do so adversely affect the Platform and Customer notifies PerfectMind of same, restore or reinstate the Platform or parts of it causing the adverse effects to its or their status prior to the Enhancement, as soon as may be reasonable and practicable in the circumstances.

Notwithstanding any Enhancements or other changes to the Platform, PerfectMind will maintain the functionality of the Platform, so it is always materially equal to or better than the functionality of the Platform as of the date that Customer first commences using the Platform.

2.3 New Features and Functions. PerfectMind may, from time to time and in its sole discretion, develop and offer New Features and Functions that will not form part of the Platform licensed hereunder and may be provided and licensed separately to Customer for an additional fee.

For clarity, in no event will PerfectMind be obligated to provide any New Features and Functions free of charge.

PART 3—PROFESSIONAL SERVICES

3.1 Professional Services. Customer may, from time to time, request PerfectMind to provide customization and deployment services and other related professional services in relation to Customer’s use of the Platform (the “Professional Services”) and PerfectMind may, in its discretion, agree to provide the Professional Services. Upon agreement on the particulars of the Professional Services, including the fees payable by Customer to PerfectMind for the Professional Services, such particulars shall be included in a statement of work (a “Statement of Work”), which shall be signed by PerfectMind and Customer, and which shall form a schedule to and be incorporated into and form part of this Agreement. To the extent that there is any inconsistency between any provision in any Statement of Work and the rest of this Agreement, the terms of such Statement of Work will prevail. Each Statement of Work may contain, unless the parties agree otherwise, a description of the work to be conducted, the functional requirements and technical specifications applicable to the work, the work schedule and milestones, the deliverables and delivery schedule, acceptance criteria, and such other information and additional terms and conditions as the parties may mutually agree upon. As of the date of this Agreement, PerfectMind and Customer have agreed upon the Professional Services described in the Statement of Work attached to this Agreement as Exhibit B.

3.2 Change Orders. Customer may, from time to time, request changes to the scope of the Professional Services described in a Statement of Work. In response to any such request from Customer, PerfectMind shall determine the feasibility of providing such changes and shall estimate the increase in the total fees payable for providing such changes to the Professional Services. Following receipt of PerfectMind’s response to Customer’s request, the parties shall negotiate an amended Agreement, including a Statement of Work which describing the changes to DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

Xplor Technologies 5
the scope of the Professional Services described in the Statement(s) of Work, any changes to the fees, pricing structure and total compensation.

3.3 Customer’s Responsibilities. The work functions and tasks relating to the Professional Services for which Customer, its authorized agents, contractors, or subcontractors shall be responsible shall be described in the Statement of Work. Customer agrees to perform and cause the authorized agent(s), contractor(s), or subcontractor(s) to perform such work functions and tasks in a timely fashion. Customer agrees to provide or make available and cause any authorized agent(s), contractor(s) or subcontractor(s) identified in the Statement of Work as being responsible for any function or task in any way related to the Professional Services to provide or make available all information reasonably requested by PerfectMind to perform the Professional Services. PerfectMind will not be liable for loss or damage arising from reliance on any such information.

3.4 Project Teams. Each party will be solely responsible for staffing its project team for the performance of the Professional Services by PerfectMind and relating work functions and tasks by Customer as described in a Statement of Work. Each member of a project team will possess skills and knowledge appropriate to the work functions to be performed by that team member. Either party may, by way of replacement or addition, make changes to the personnel assigned to its project team, provided that each replacement team member shall possess skills and knowledge at least equivalent to the project-related skills and knowledge of the team member being replaced. Each party shall appoint a project manager in respect of its project team. The project managers shall be available for weekly meetings to review the progress of the Professional Services.

3.5 Use of Customer’s Facilities. For Professional Services to be performed at the Customer premises, Customer will provide all workspace, facilities and support that are reasonably requested by PerfectMind to perform such Professional Services, including without limitation, secretarial support, telephone, and computer facilities.

3.6 No Liability for Others’ Failure to Perform. Customer agrees and acknowledges that PerfectMind’s performance of the Professional Services will be conditional upon, and subject to, Customer’s performance of its obligations hereunder and the performance by any of Customer’s authorized agent(s), contractor(s) or subcontractor(s) identified in the Statement of Work of its functions and task to the extent that such functions and task relate to the Professional Services, and that PerfectMind will not be liable or responsible, in any manner or to any extent, for any failure of PerfectMind to perform all, or any part of, the Professional Services to the extent that any such failure is caused by a failure of Customer to perform its obligations or the Customer’s authorized agent(s), contractor(s) or subcontractor(s) to perform those functions and tasks.

3.7 Third Party Hardware/Software. Customer will be solely responsible for the evaluation, selection, installation, implementation, compatibility, use and performance of and results obtained from any hardware, systems software, utility software, security software, telecommunication equipment or software, and applications software used in connection with the Professional Services, unless (and only to the extent) otherwise expressly agreed in this Agreement. Except as expressly provided in this Agreement, Customer and/or the third-party DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

Xplor Technologies 6
vendors of the software packages selected for use by Customer will be responsible for the installation, acceptance, and performance of the selected software packages.

3.8 Third Party Products. Where the Professional Services to be provided by PerfectMind involve the acquisition by Customer of products of third parties, PerfectMind will not be responsible for delays in the delivery of such products by third parties or for such product’s faulty quality, defective performance, or failure to perform in accordance with published specifications or accepted standards. PerfectMind will transfer to Customer any transferable warranties provided to PerfectMind by third parties. PerfectMind makes no independent representations or warranties with respect to products provided by third parties. Any third-party warranties are the exclusive remedies of Customer with respect to such products.

3.9 Use of Subcontractors. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement.

However, if after the start of this Agreement, PerfectMind wishes to use subcontractors, at no additional costs to the Customer, then PerfectMind shall submit a written request for consent to add subcontractors including the names of the subcontractors and the reasons for the request to the City Manager at least five (5) business days in advance. The City Manager may consent or reject such requests in his/her sole and absolute discretion. Any tasks or services performed by subcontractors shall be subject to each provision of this Agreement. PerfectMind shall be responsible for the fulfilment of its obligations hereunder, notwithstanding the performance of any of its obligations by its agents and subcontractors.

3.10 No Recruitment. Customer agrees that during the term of this Agreement, and for a period of one (1) year thereafter, it will not, without the prior written consent of PerfectMind, hire, retain or engage, or make an offer in respect of same to, any employee, independent contractor, or consultant of PerfectMind.

PART 4—FEES AND PAYMENTS

4.1 Platform Use Fees. Customer will pay all fees and charges in connection with the use of the Platform in accordance with Exhibit A, which forms an integral part of this Agreement hereof and is incorporated herein by reference.

4.2 Compensation To PerfectMind. The total compensation for the work under this Agreement is not to exceed $42, 480.

4.3 Platform Use Billing. The fees payable by Customer for use of the Platform in each twelve (12) month period are payable in advance at the beginning of such period. PerfectMind will invoice Customer for such fees at the beginning of each 12-month period, and Customer will pay each invoice within thirty (30) days after the date of the invoice, provided that the entire fee for the first twelve-month period in the Term is payable and due upon the signing of this Agreement. All amounts due by Customer hereunder will be paid, unless otherwise expressly set out herein, without any deduction, adjustment or set-off whatsoever.

4.4 Taxes. Fees for use of the Platform do not include any taxes, and Customer agrees to pay all applicable sales, use, value-added and other taxes, or similar nature based on or due as a DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

Xplor Technologies 7
result of any amounts paid to PerfectMind under this Agreement. If the Customer is a tax-exempt entity, the Customer will provide to PerfectMind satisfactory evidence of such exemption, will immediately notify PerfectMind if there is any change to the tax-exempt status of the Customer during the Term of this Agreement, and will indemnify and hold harmless PerfectMind from any liability if the Customer is determined by any taxing authority having jurisdiction not to be a taxexempt entity.

4.5 Late Payments. If PerfectMind does not receive payment in full of an invoice within 30 days after the date of such invoice and Customer fails to make full payment within ten (10) business days after written notice of the non-payment is given by PerfectMind, Customer will be deemed to be in default. Customer will pay any and all collection costs incurred by PerfectMind in collection of outstanding debts. In addition to any other rights granted to PerfectMind herein and available to PerfectMind at law or in equity, PerfectMind reserves the right to suspend the Accounts and Customer’s right to use and access to the Platform if Customer is in default with respect to its payment obligations. PerfectMind reserves the right to impose a reconnection fee upon reactivation if any such suspension takes place.

4.6 Professional Services Fees. If the Professional Services are to be provided on a fixed price basis, the Statement of Work will set out the total contract price, a payment schedule, including the fees payable in respect of each deliverable and/or milestone, as applicable. If the Professional Services are to be provided by PerfectMind on a time and materials basis, the rate(s) in Exhibit C attached hereto will apply. PerfectMind may, from time to time and upon sixty (60) days’ notice to Customer, through its City Manager, propose amendments to the rate(s) for Professional Services. The City Manager may consent or reject such requests in his/her sole and absolute discretion. Per diem rates shall be based on a 7.5-hour day. Once a Statement of Work is signed by the parties, the rates structure in effect at the time of the signing of the Statement of Work shall apply for the duration of the project described in the Statement of Work. PerfectMind’s fees for Professional Services (whether fixed or based on time and materials) do not include any travel, living or any other out-of-pocket expenses incurred by PerfectMind or its subcontractors in providing Professional Services. Customer will pay PerfectMind a flat rate of $550 per day per PerfectMind employee or subcontractor who provides on-site Professional Services to Customer to cover accommodation, meal, local transportation, and other out-of-pocket expenses, except travel (airfare) expenses. Customer will reimburse PerfectMind for all reasonable travel (airfare) expenses incurred by PerfectMind’s to send its employees and subcontractors to Customer’s site.

All such travel (airfare) expenses for which PerfectMind seeks reimbursement will be supported by documentation in a form reasonably acceptable to the Customer.

4.7 Professional Fee Billing. PerfectMind will invoice Customer for the Professional Services according to the payment terms specified in the Statement of Work, or if no payment term is specified in the Statement of Work, on a monthly basis, and Customer will pay each invoice within Thirty (30) days after receipt of invoice, unless the parties agree otherwise in writing.

Customer agrees to pay interest at the rate set out in the Statement of Work, or if none specified at

1.5% per month, on any unpaid amounts from the date due to the date upon which the balance is discharged, such interest to accrue from day to day and be compounded on a monthly basis, unless the parties agree otherwise in writing. The fees for the Professional Services to be performed pursuant to the Statement of Work attached hereto as Exhibit B are set out and shall be due and DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

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payable to PerfectMind in accordance with the “Fee payment schedule” section of Exhibit B, upon Customer’s receipt of PerfectMind’s invoices.

4.8 Taxes and Duties Relating to Professional Fees. All amounts payable in respect of the Professional Services rendered by PerfectMind to Customer under this Agreement will be exclusive of all shipping charges, insurance charges, customs duties, sales taxes, value-added taxes, and any other like charges or taxes. Customer will be responsible for paying all such charges and taxes in connection with the provision of the Professional Services under this Agreement.

4.9 Currency. All prices in this Agreement are in the local currency of the Customer.

PART 5—USE OF THE PLATFORM

5.1 PerfectMind Responsibilities. PerfectMind will provide the Platform in accordance with the service levels set out in Exhibit D. PerfectMind will provide to Customer, at no additional charge, the support for the Platform described in Exhibit D. PerfectMind will comply with all Applicable Laws in the performance of this Agreement.

5.2 Training. PerfectMind will provide training to Customer’s staff during the implementation period as provided in Exhibit B. This training may be in the form of in-person/onsite training or remote/online training. Customer’s staff will also have access to all on-line training materials made available by PerfectMind to its customers including live and pre-recorded webinars. Customer may purchase additional training at the professional services hourly rate described in the Statement of Work. For additional training purchased by Customer, Customer will reimburse PerfectMind for all reasonable travel and other out-of-pocket expenses incurred by PerfectMind’s employees and subcontractors in providing on-site training. All such expenses for which PerfectMind seeks reimbursement will be supported by documentation in a form reasonably acceptable to Customer.

5.3 Customer Responsibilities. Customer will (a) be responsible for Account-holders’ compliance with all of the terms and conditions of this Agreement; (b) be solely responsible for the accuracy, quality, integrity and legality of Customer Data, including Customer Content, and of the means by which Customer Data is acquired and used, including compliance with all personal information privacy laws and regulations and ensuring that no third party Intellectual Property Rights are infringed; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Platform, and notify PerfectMind promptly of any such unauthorized access or use; and (d) use the Platform only for Permitted Purposes and in accordance with the documentation therefor and all Applicable Laws.

5.4 Prohibited Conduct. Customer will not
(a) make the Platform available to anyone, or permit anyone to access the Platform, other than Account-holders.
(b) license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease, or time-share the rights granted to Customer under this Agreement, or copy or DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

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otherwise commercially exploit the Platform or its components in any way except in accordance with the rights granted hereunder.
(c) use the Platform in any manner or for any purpose (i) that violates this Agreement, (ii) that contravenes, facilitates the violation of, or violates any Applicable Laws; (iii) that extracts, gathers, collects, or stores personal information about individuals except in compliance with all applicable personal information privacy laws or that involves data mining, robots or similar data gathering or extraction methods on individual’s personal information without their express consent, or (iv) that materially interferes with or unreasonably disrupts the integrity or performance of the Platform, PerfectMind’s systems or networks or third-party data of Content contained therein; (d) attempt to gain unauthorized access to the Platform or its related systems or networks.
(e) post, upload, reproduce, distribute, or otherwise transmit on the Platform (i) pyramid schemes, (ii) any material that contains a virus, cancelbot, Trojan horse, worm or other harmful, disruptive, or surreptitious component, (iii) defamatory, infringing, indecent or unlawful software, materials, or information, or (iv) inappropriate, profane, or obscene software, materials or information without suitable or lawfully-required access controls.
(f) alter, modify, reverse engineer, decompile, or disassemble, translate, extract data structures from or otherwise attempt to extract the source code from the Platform or any part thereof.
(g) create derivative works based on the Platform or works containing a substantial part of the Platform.
(h) copy, frame, or mirror any part or content of the Platform. (i) disable or circumvent any access control or related process or procedure established with respect to the Platform.
(j) remove any copyright or other proprietary or Intellectual Property Rights notices or labels on or in the Platform or any part, copy or report generated therefrom or thereof. (k) use the Platform to scan or probe another computer system, obstruct, or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems. (l) access the Platform in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions, or graphics of the Platform. (m) forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any Content transmitted using the Platform.

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(n) impersonate or falsely represent an association with any person, including a PerfectMind representative, without the prior express, written permission of such person; or
(o) permit any of the foregoing to be done by any person, including Customer’s employees, contractors, agents, or representatives, including Account-holders.

5.5 Commercial Electronic Messages. All email messages that Customer sends using the Platform will comply with all applicable anti-spam laws and regulations, including those relating to commercial electronic messages. When using the Platform, Customer will represent itself and/or its organization accurately and will not impersonate any other person, whether actual or fictitious. Customer specifically agrees that (to the extent that the Platform permits it, and it is within Customer’s control to do so) for all messages that Customer sends using the Platform (i) the "from" line of the message will accurately and in a non-deceptive manner identify Customer’s organization; (ii) the "subject" line of the message will not contain any deceptive or misleading content regarding the overall subject matter of the message, and (iii) the message will include the contact information of the Account-holder who sends the message or another individual within Customer’s organization who may be readily contacted by the recipient, and such contact information will remain valid for at least 60 days after the message is sent. Customer will ensure that every message sent using the Platform will contain an "unsubscribe" link that allows recipient to remove himself/herself/itself from Customer contact list and specify an electronic address on the World Wide Web that can be accessed by the recipient of the message for the purpose of unsubscribing. Customer will promptly, and in any event no later than 10 days after the receipt of the request, give effect to any unsubscription requests it receives. Customer may not charge a fee, require the recipient to provide any personally identifying information beyond an email address, or make the recipient take any step other than sending a reply email or visiting a single page on an Internet website as a condition for giving effect to an unsubscribe request. Customer acknowledges that Customer will be responsible for maintaining and giving effect to the list of unsubscribe requests following termination of this Agreement.

5.6 Account Use. PerfectMind will issue Accounts, or permit Customer to issue Accounts, to individuals selected by Customer as Account-holders. Only Account-holders may access or use the Platform and each Account-holder’s access to the Platform requires valid login credentials, including at least user identification and secure passwords (each an “Account”). The rights of an Account-holder may not be used by more than one individual, unless the Account of the Account-holder is reassigned in its entirety to another Account-holder, in which case the prior holder of the Account shall no longer have any right to access or use the Platform. Customer acknowledges and agrees that Customer:
(a) is fully responsible for Accounts assigned by or at the request of Customer and the acts and omissions of each Account-holder, including the creation of Account credentials by any person, the maintenance, confidentiality, and security of all passwords related to Accounts, and any and all activities that occur under Accounts (including persons who gain access to such Accounts, whether with or without permission). (b) will notify PerfectMind as soon as practicable after obtaining or receiving any knowledge of (i) any unauthorized use of an Account or any password related to an DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

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Account, or (ii) any other breach of security with respect to an Account, provided that such notification will not negate Customer’s liability for any unauthorized use of an Account or password until such time as PerfectMind can be reasonably expected to take corrective measures; and
(c) will make reasonable and good faith efforts to provide true, current, accurate and complete information as prompted by the Account-creation process or as otherwise requested by PerfectMind from time to time and to promptly update such information when any changes occur so as to keep such information held by PerfectMind true, current, complete, and accurate.

5.7 Usage Limitations. The following provisions apply with respect to the Platform:
(a) General Practices and Limits. Customer acknowledges and agrees that PerfectMind may establish from time to time general practices and limits concerning the use of the Platform, including: the maximum size of any Customer Data, including Customer Content, that may be stored on PerfectMind servers (the “Storage Limit”); the maximum amount, speed and type of Customer Data, including Customer Content, that may be sent from or received using the Platform (the “Usage Limit”). Such general practices and limits may be posted on PerfectMind’s website or otherwise made available through the Platform. Customer agrees that Customer’s usage may not exceed such limits, and that it is Customer’s responsibility to monitor Account usage of the Platform.

PerfectMind covenants that the Storage Limit and the Usage Limit set for Customer will not be less than the following:

Minimum Storage Limit
• Storage: 80GB ($160 per month for every additional 80GB blocks of storage)
Usage Limit
• Accountholders: Unlimited
• Email: 25,000 emails per month ($200 per month for additional 50,000 emails
(b) Internet-based Software. The Platform depends on the Internet, including networks, cabling, equipment and facilities that are not in PerfectMind’s control; accordingly (i) any representation made by PerfectMind regarding access performance, speeds, reliability, availability, use or consistency of the Platform, to the extent that they are dependent on the underlying Internet services, are on a “commercially reasonable efforts” basis, (ii) PerfectMind cannot guarantee any minimum level regarding actual user performance, speed, reliability, availability, use or consistency based on factors depending on the Internet, and (iii) content, data, messages, information or materials sent over the Internet may not be completely private, and anonymity is not guaranteed.

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PART 6—CONTENT, INTELLECTUAL PROPERTY AND PRIVACY

6.1 Reservation of Rights. All right, title, and interest, including all Intellectual Property Rights, in and to the Platform and PerfectMind Technology is and will at all times be fully vested in PerfectMind or its licensors, as the case may be.

6.2 Third-Party Content—Content accessed or available through the Platform may be owned by third-parties other than PerfectMind or Customer (collectively, “Third Party Content”) and may be protected by applicable Intellectual Property Rights. During use of the Platform, Customer may enter into correspondence with, purchase goods, hardware, or services from, or participate in promotions of advertisers or sponsors showing their goods or services through the Platform. Any such activities, and any terms, conditions, warranties, or representations associated with such activities are solely between the applicable third party and Customer.

PerfectMind and its licensors shall have no liability, obligation, or responsibility to Customer for any such correspondence, purchases, or promotions. Customer acknowledges and agrees that Customer shall be solely responsible for obtaining necessary licenses, consent and permits from third-party providers with respect to any Third-Party Content or ancillary software, hardware, or services that Customer may use in connection with its use of the Platform.

6.3 Feedback. From time to time during the term of this Agreement, Customer and Account-holders may provide PerfectMind with comments, suggestions, ideas, and impressions of the Platform (“Feedback”). Customer acknowledges and agrees that, by disclosing such Feedback to PerfectMind, the provider thereof will be deemed to have granted to PerfectMind a royalty-free, worldwide, transferable, sub-licensable, non-exclusive, irrevocable, and perpetual license to use, modify, adapt, improve, or incorporate such Feedback into the Platform. Customer acknowledges and agrees that the right to use the Platform is good and sufficient consideration for any contributions, through the Feedback or otherwise, to the design, improvement, or functionality of the Platform and the transfer to PerfectMind thereof.

6.4 Customer Data. PerfectMind does not claim ownership of, and assumes no liability or responsibility with respect to, any Customer Data, including Customer Content. As between PerfectMind and Customer, all right, title and interest (including Intellectual Property Rights) in and to Customer Data will at all times be fully vested in Customer, except that, by posting, uploading, inputting, providing, submitting, entering, or otherwise transmitting Customer Data to PerfectMind or any third party using the Platform, Customer agrees as follows:
(a) Customer will have thereby granted PerfectMind a royalty-free, non-exclusive, worldwide, fully paid-up limited license to use, copy, distribute, transmit, display, edit, delete, publish, and translate such Customer Data, but only as reasonably required by PerfectMind in connection with the functionality of the Platform and the performance of this Agreement as well as to ensure adherence to or enforce the terms of this Agreement. (b) Customer, and not PerfectMind, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and Intellectual Property Rights of all Customer Data, and PerfectMind will not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data; and DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

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(c) Customer will have thereby confirmed, represented, and warranted to PerfectMind that Customer has all rights, titles, and interests (including all Intellectual Property Rights as well as the power and authority necessary), to grant the license to such Customer Data set above in subsection 6.4(a).

6.5 Privacy. PerfectMind acknowledges and agree that Customer Data may contain sensitive information, and, in connection therewith, (a) PerfectMind will comply with all Applicable Laws relating to personal information privacy, including the British Columbia Personal Information Protection Act and any and all local, state, or federal legislation applicable to entities providing services within the City of Calistoga and the State of California and will adhere to the PerfectMind Privacy Policy, which forms an integral part hereof and is incorporated herein by reference; (b) PerfectMind will use industry-standard management practices, technologies and security to protect the integrity, safety and security of Customer Data in both physical and electronic form; (c) Customer acknowledges and agrees that its use of the Platform will utilize, in whole or in part, the public Internet and third party networks to transmit communications, which transmissions may be intercepted by other parties or stored, cached, routed, transmitted or received in jurisdictions outside of the jurisdiction of Customer, (d) PerfectMind will not use Customer Data for any purpose other than to provide the functionality of the Platform to Customer and its users, to ensure adherence to or enforce the terms of this Agreement, or (only in aggregate form) for site metrics; (e) PerfectMind reserves the right to modify the PerfectMind Privacy Policy and its security policies in its reasonable discretion from time to time, subject to any Applicable Laws.

6.6 Security Incident or Data Breach Notification
(a) PerfectMind shall notify the Customer of any Security Incident or Data Breach. (b) Security Incident Response: Both parties acknowledge that PerfectMind may need to communicate with outside parties regarding a Security Incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon, defined by law, or contained in this Agreement.
(c) Security Incident Reporting Requirements: PerfectMind shall report any Security Incident involving the Platform, that affects Customer Data as provided for Customer use, including a Data Breach, to a Customer Authorized Representative without undue delay of PerfectMind becoming aware of and confirming such Security Incident (d) Data Breach Reporting Requirements: If PerfectMind has actual knowledge of a confirmed Data Breach that affects the security of Customer Data, PerfectMind shall promptly notify a Customer Authorized Representative in writing without undue delay unless a shorter response time is required by applicable law.

6.7 Breach Responsibilities: This section only applies when a Data Breach occurs or is reasonably believed to have occurred with respect to Personal Information, within PerfectMind’s possession or control.

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(a) PerfectMind, unless required otherwise by applicable law shall take commercially reasonable measures to address the Data Breach in a timely manner, and document responsive actions taken related to the Data Breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if required by applicable law.
(b) Unless otherwise stipulated, if a Data Breach is a direct result of PerfectMind’s breach of its obligation to encrypt or to otherwise protect the Personal Information as required under this Agreement, PerfectMind shall bear the costs associated with (1) the investigation and resolution of the Data Breach; (2) notifications to individuals, regulators or others required by applicable law; (3) a credit monitoring service if the nature of the Data Breach requires such service for compliance with applicable federal or California law at the time of the Data Breach, provided that any such service shall be subject to (i) the limits and alternative means of notification/mitigation provided under applicable law, including without limitation those set out in California Civil Code section 1798.82(j)(3); and (ii) the limitation of liability provisions of this Agreement to the extent such provisions are permitted under applicable federal and California law; (4) a website or a toll-free number and call center for affected individuals required by applicable law.

6.8 Use of the Other Party’s Name. Each party may use the other party’s name in its news releases, marketing, and promotional materials and the like provided that such will comply with any standards set by the other party from time to time. Each party will cease to use the other party’s name upon any expiration or termination of this Agreement.

PART 7—TERM AND TERMINATION

7.1 Term. This Agreement commences on the date first set out above and will continue in effect for five (5) years thereafter, unless earlier terminated or renewed in accordance with the provisions of this Agreement (the “Term”). At the expiration of the initial five-year period, the Term will be automatically renewed for successive one year periods unless a party provides written notice to the other party of the first party’s intention not to renew, at least ninety (90) days before the expiry of the then-current Term.

7.2 Renewal Terms. The fees payable by Customer during any such renewal term will be the same as the fee for the last year during the prior term unless PerfectMind has given Customer written notice of a pricing change at least ninety (90) days before the end of such prior term, in which case the pricing change will be effective upon renewal and thereafter.

7.3 Termination. Either party may terminate this Agreement for cause, immediately upon written notice to the other party, if:
(a) the other party is in default of any of its material obligations under this Agreement and such default is not remedied within thirty (30) days of the date of receipt of written notice thereof, provided that cure period with respect to default in payment obligations is ten (10) days; or
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(b) the other party ceases to conduct business in the normal course; the other party becomes insolvent or bankrupt; the other party makes any assignment for the benefit of creditors; proceedings are instituted by or against the other party seeking relief, reorganisation or rearrangement under any laws relating to insolvency; a receiver, liquidator or trustee is appointed in respect of any property or assets of the other party; or an order is made for the liquidation, dissolution or winding up of the other party.

7.4 Payment on Termination. If this Agreement is terminated by Customer due to PerfectMind’s default, then PerfectMind will refund to Customer an amount equal to the fees actually paid by Customer for the year during which the termination occurs prorated based on the post-termination portion of the year. Otherwise, any termination of the Agreement will not relieve Customer of its obligation to pay the fees payable to PerfectMind for the Term of the Agreement for the use of the Platform nor does it entitle Customer to any refund. Upon the termination of this Agreement, without prejudice to any other rights PerfectMind may have, Customer will (a) remit all fees payable for the Professional Services and Work Products accepted by Customer prior to the date of such termination or suspension; (b) remit all fees payable for work-in-progress, on a time and materials basis, at the rate structure applicable to the Statement of Work Order; and (c) remit all such other costs of PerfectMind, demonstrated to the reasonable satisfaction of Customer, directly related to the permanent or temporary winding down of the Professional Services, work and deliveries which are being terminated or suspended.

7.5 Return of Customer Data. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement (except in the case of PerfectMind terminating this Agreement for cause under §7.3), PerfectMind will make available to Customer for download a file of the relevant Customer Data in a commercially-reasonable standard (such as comma separated value (.csv) or extendible markup language (.xml)) format along with attachments in their native format as stored by PerfectMind. After such 30-day period, PerfectMind will have no obligation to maintain or provide any such Customer Data and will thereafter, unless legally prohibited, delete all such Customer Data in PerfectMind systems or otherwise in PerfectMind’s possession or under PerfectMind’s control. Within 15 days of any termination for cause of this Agreement by PerfectMind pursuant to Section 7.3, Customer may request return of Customer Data, in which case Customer will pay to PerfectMind any fees outstanding prior to the termination of this Agreement plus any fee that PerfectMind requests, based on the time required to accommodate Customer’s request regarding return of Customer Data, and upon receipt of such payments, PerfectMind will make available Customer Data to Customer for download as set out above. If Customer does not make a request within the 15 day time limit or fails to make payments within five (5) days after receiving PerfectMind’s fee request, Customer’s right to access or use Customer Data will immediately cease, and PerfectMind will have no obligation to maintain or provide any Customer Data and will thereafter, unless legally prohibited, delete all such Customer Data in PerfectMind systems or otherwise in PerfectMind’s possession or under PerfectMind’s control.

7.6 Survival. Without limiting the applicability of other terms and conditions of this Agreement, the terms of this Agreement that, by their nature, are intended to survive any purported or actual termination or expiry of this Agreement will so survive, including Part 1, Part 3, Part 6, Part 7, Part 8, Part 9 (except for §9.1) and Part 10.

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PART 8—CONFIDENTIALITY

8.1 Confidential Information. Neither party will, without the prior written approval of the other party, disclose or use for any purpose other than exercise of its rights or performance of its obligations under this Agreement any information, documents, know-how, trade secrets of the other party, including the terms of this Agreement and such other information that is not subject to disclosure under the California Public Records Act or otherwise in the public domain including, in respect of the Customer Data and, in respect of the Platform (collectively, “Confidential Information”) that may come to its knowledge or possession by reason of exchange of information under this Agreement or entering into this Agreement.

8.2 Obligation to Protect. Each party will protect the other’s Confidential Information using the same standard of care that it would use to protect its own, similar information, but in any case, no less than a reasonable standard of care for information of similar sensitivity.

8.3 Title. All right, title, and interest (including all Intellectual Property Rights) in and to each party’s Confidential Information will be and remain vested in such party.

8.4 Permitted Disclosures. Each party will not disclose Confidential Information of the other party to any person except to the first party’s employees, agents, and sub-contractors on a strictly “need-to-know” basis, and provided that such persons have are subject to confidentiality obligations equivalent to the obligations imposed hereunder. Notwithstanding such disclosures, each party will be fully responsible for any breaches of confidentiality caused by such persons to whom the Confidential Information is disclosed as if such breach were committed by such party.

8.5 Exceptions. Neither party will have an obligation with respect to Confidential Information where such party can establish, through documentary evidence, that such information (a) was previously known to it free of any obligation to keep it confidential, (b) is or becomes publicly available other than by unauthorized disclosure, (c) is legally disclosed by third parties without restrictions of confidentiality, or (d) has been independently developed by it without reference to the other party’s Confidential Information.

8.6 Governmental Disclosures. Notwithstanding anything else in this Agreement, if a party is required to disclose any Confidential Information to a government body or court of law or as otherwise required by law, it may do so provided that it gives the other party sufficient advance notice as reasonable in the circumstances subject to applicable law to enable the owner of such Confidential Information the opportunity to contest the disclosure or obtain a protective order and assists the owner of such Confidential Information in contesting or protecting same.

PART 9—WARRANTIES, DISCLAIMERS, INDEMNITIES AND LIABILITY

9.1 PerfectMind Warranties. PerfectMind represents and warrants to Customer that (a) it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner, and shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein, (b) the Platform will perform materially in accordance with the documentation therefor under normal use and circumstances; (c) the Professional Services will be DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

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performed in a diligent and workmanlike manner consistent with standards generally observed in the industry for similar services, and the Work Product will materially conform to the Statement of Work upon acceptance, and PerfectMind will use all commercially reasonable efforts to remedy any material non-conformance of the Work Product to the Statement of Work in an expeditious manner; and (d) the functionality of the Platform will not be materially decreased during the Term, subject to the other provisions of this Agreement. PerfectMind will not be responsible for and the warranties provided by PerfectMind in this §9.1 do not apply to situations where improper or inadequate installation or maintenance of software or hardware that Customer uses to access or utilize, or otherwise in connection with, the Platform or Customer Data, or failure to properly configure the Platform for use in connection with such hardware or software is the cause of a failure or malfunction.

9.2 Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement and to fully abide by the terms and conditions hereof.

9.3 NO OTHER WARRANTIES. THE PLATFORM AND THE WORK PRODUCT ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND PERFECTMIND

DOES NOT GUARANTEE THAT THE PLATFORM WILL FUNCTION ERROR-FREE OR UNINTERRUPTED. CUSTOMER ACKNOWLEDGES THAT PERFECTMIND DOES NOT

CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES,

INCLUDING THE INTERNET, AND THAT THE SERVICE PROVIDED UNDER THIS

AGREEMENT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PERFECTMIND IS

NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THERE ARE NO REPRESENTATIONS,

CONDITIONS OR WARRANTIES OTHER THAN THOSE EXPRESSLY PROVIDED IN THIS AGREEMENT. THE CONDITIONS, REPRESENTATIONS AND WARRANTIES

EXPRESSLY SET OUT HEREIN ARE IN LIEU OF, AND PERFECTMIND EXPRESSLY

DISCLAIMS, ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS,

IMPLIED OR STATUTORY, INCLUDING IMPLIED CONDITIONS, WARRANTIES OR

REPRESENTATIONS IN RESPECT OF QUALITY, CONDUCT, PERFORMANCE,

RELIABILITY, AVAILABILITY, MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE, WHETHER ARISING BY USAGE OF TRADE, BY COURSE OF

DEALING, BY COURSE OF PERFORMANCE, AT LAW, IN EQUITY, BY STATUTE OR

OTHERWISE HOWSOEVER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9.4 Indemnification by PerfectMind. PerfectMind will indemnify and hold harmless Customer, and its officers, employees and agents (collectively, in this §9.4, the “Indemnified Persons”), from and against any and all Claims brought or made against, or incurred by, the Indemnified Persons, or any one of them, arising out of a claim by a third party that (a) the Platform or the Work Product infringes the Intellectual Property Rights of a third party enforceable in Canada or the United States)for a Data Breach involving Customer Data stored on the Platform that is caused by a breach of PerfectMind’s obligations under this Agreement. .

9.5 Exception to PerfectMind Indemnity. Notwithstanding §9.4, PerfectMind will not be required to defend or indemnify any Indemnified Person if, and to the extent that, the Claim DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

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would not have arisen but for (a) any Indemnified Person’s combination of the Platform or Work products with software, services or products not supplied by PerfectMind, (b) any breach by an Indemnified Person of any provision of this Agreement, or (c) any refusal by the Indemnified Person to use a non-infringing version of the Platform or the Work Product offered by PerfectMind under §9.7.

9.6 Indemnification by Customer. Customer will indemnify and hold harmless PerfectMind and its officers, employees and agents (collectively, in this §9.6, the “Indemnified Persons”), from and against any and all Claims brought or made against, or incurred by, the Indemnified Persons, or any one of them, arising out of a claim by a third party that Customer Data, or Customer use of Customer Data (a) infringes the Intellectual Property Rights of a third party, or (b) is inappropriate, profane, defamatory, infringing, obscene or indecent or otherwise breaches any Applicable Law.

9.7 Additional Infringement Obligations. If PerfectMind receives any knowledge of any Claim in respect of §9.4 or any circumstances in which a Claim in respect of such provision is threatened or reasonably anticipated, it will, as soon as reasonably practicable, (a) procure, at its expense, the right for Customer to use the Platform or the Work Product, as the case may be, or such infringing part thereof; (b) replace, at its expense, the Platform or the Work Product, as the case may be, or such infringing part thereof, with material of comparable functionality that does not breach this Agreement; (c) if the removal of such infringing part of the Platform or the Work Product, as the case may be, would not be a breach of this Agreement, remove such infringing part of the Platform; or (d) terminate this Agreement and refund to Customer a pro rata portion of the Platform use fees prepaid by Customer for the period during which the Agreement is terminated.

9.8 Conduct of Indemnities. Each party acknowledges that the indemnifying party will be given complete authority for the defense or settlement of Claims indemnified hereunder, on the understanding that, in all events, the indemnified party will have the right (at its own expense) to participate in such defense or compromise through counsel of its choosing. An indemnifying party’s obligations to provide an indemnity hereunder will be conditional upon (a) the indemnified party notifying the indemnifying party as soon as reasonably practicable after receiving notice of a Claim, (b) the indemnified party providing such information and assistance as reasonably requested by the indemnifying party, and (c) the indemnified party not compromising or settling the Claim without the indemnifying party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

9.9 EXCLUSION AND LIMIT OF LIABILITY. NEITHER PARTY WILL BE

LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR

CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER AND HOWEVER

CAUSED, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE)

OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) LOSS OF PRODUCTION, LOSS

OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF

BUSINESS, LOSS OF MANAGEMENT OR OPERATION TIME AND LOSS OF GOODWILL

OR ANTICIPATED SAVINGS, EVEN IF THE PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF OR COULD HAVE FORESEEN SUCH CLAIMS. THE ENTIRE

LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR DIRECT DAMAGES FROM

ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION OR THE DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

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CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT (INCLUDING

NEGLIGENCE), STRICT LIABILITY, BREACH OF A FUNDAMENTAL TERM,

FUNDAMENTAL BREACH OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE [INSERT TOTAL CONTRACT AMOUNT] (EXCEPT THAT NOTHING IN THIS PROVISION WILL LIMIT CUSTOMER’S OBLIGATION TO PAY THE FEES PROVIDED IN PART 4 TO PERFECTMIND).

9.10 Exclusive Remedy. This Part 9 states PerfectMind’s sole liability to Customer, and Customer’s exclusive remedy against PerfectMind for any type of Claim described in Part 9.

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PART 10—GENERAL

10.1 Internal Escalation of Disputes. Any controversy, claim or dispute (“Dispute”) arising out of or related to this Agreement, including, without limitation, Disputes covering the performance of the parties’ obligations or the interpretation of the terms and conditions of this Agreement or applicable fees or payments, shall be dealt with as follows: Each Dispute initially shall be brought for resolution before a committee consisting of two (2) representatives of each of the parties- the project manager and the Account Manager from PerfectMind and the project manager and a person with a position equivalent to Account manager from Customer. If the committee is unable to resolve a Dispute within ten (10) working days, then the Dispute shall be escalated to a separate committee consisting of one (1) officer of each party – the Director of Customer Service from PerfectMind and an officer of equivalent position from Customer. If this second committee is unable to resolve the Dispute within ten (10) working days, then the Dispute shall be escalated to another separate committee consisting of two (2) executive officers of each party – the CEO and the COO of PerfectMind and two executive officers with equivalent positions with Customer. Members of each committee shall act reasonably and good faith and attempt to resolve the dispute amicably.

10.2 Marketing. PerfectMind may use Customer’s name, with an accurate reference to Customer’s use of the Platform, in PerfectMind’s marketing materials or on PerfectMind’s website, with a link to Customer’s website.

10.3 Notice. Any notice required or permitted to be given hereunder will be in writing and may be given by personal services, including by courier, or by facsimile if confirmed on the same day, or in writing by registered airmail, with postage prepaid to the following:

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If to PerfectMind:

PerfectMind Inc (dba Xplor Recreation).
504-4190 Lougheed Highway
Burnaby, BC, V5C 6A8
Attention: Nima Jazbi, Vice President, Operations
If to Customer:

City of Calistoga
1232 Washington Street
Calistoga, CA
94515
Attention: Rachel Stepp, Director of Parks, and Recreation Any notice given by personal delivery (including courier) will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by facsimile, on the day of transmittal thereof if given during the normal business hours of the recipient on a business day, and on the business day during which such normal business hours next occur if not given during such hours.

10.4 Assignments. This Agreement may not be assigned by either party without the prior written approval of the other party, such approval not to be unreasonably withheld or delayed, but may be assigned by PerfectMind to (i) a parent, subsidiary, or affiliate; (ii) an acquirer of assets; or (iii) a successor by merger, on written notice to Customer. Any purported assignment in violation of this section shall be void.

10.5 Independent Parties: PerfectMind hereby declares that PerfectMind is engaged as an independent business and PerfectMind agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of PerfectMind, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of PerfectMind's services. None of the benefits provided by Customer to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation and sick leave are available from Customer to PerfectMind, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to PerfectMind. Payments of the above items, if required, are the responsibility of PerfectMind.

10.6 Immigration Reform and Control Act (IRCA): PerfectMind assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. PerfectMind shall indemnify, defend, and hold Customer harmless from and against any loss, damage, liability, costs, or expenses arising from any noncompliance of this provision by PerfectMind.

DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

Xplor Technologies 22

10.7 Non-Discrimination: Consistent with Customer’s policies and state and federal law that harassment and discrimination are unacceptable conduct, PerfectMind agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Provider or PerfectMind's employee on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. PerfectMind agrees that any and all violations of this provision shall constitute a material breach of this Agreement.

10.8 Applicable Law. This Agreement shall be interpreted, governed by, and construed in accordance with the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts applicable to the County of Napa, State of California.

10.9 Hold Harmless:
(a) PerfectMind shall indemnify, defend, and hold harmless the Customer, its City Council, boards, commissions, officials, and employees, ("Indemnitees") from and against any and all loss, damages, liability, claims, suits, costs, and expenses whatsoever, including reasonable attorneys' fees ("Claims"), directly arising from PerfectMind's negligent act or omission regarding performance of services or work conducted or performed pursuant to this Agreement. However, PerfectMind shall not be obligated to indemnify Indemnitees from Claims arising from the negligence or willful misconduct of Indemnitees. For the avoidance of doubt, the rules of comparative negligence shall apply to all indemnification obligations under this Agreement.
(b) Indemnification for Claims for Professional Liability Only: As to Claims for professional liability only, PerfectMind’s obligation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8. (c) PerfectMind’s obligation to indemnify, defend and hold harmless Indemnities shall expressly survive termination of this Agreement for a period of twelve (12) months. (d) Unless prohibited by applicable law, Customer shall indemnify, defend, and hold harmless PerfectMind, its directors and employees (“PerfectMind Indemnitees”) from and against any and all loss, damages, liability, claims, suits, cost, and expenses whatsoever, including reasonable attorneys’ fees (“Claims”), directly arising from Customer’s negligent acts or omissions.

10.10 Insurance.

DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

Xplor Technologies 23
On or before the commencement of the terms of this Agreement, PerfectMind shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with this section. (a) It is agreed that PerfectMind shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to Customer. Endorsements naming the Customer, its City Council, boards, commissions, officials, employees, and volunteers as additional insured shall be submitted with the insurance certificates.
(b) Coverage: PerfectMind shall maintain the following insurance coverage:
(1) Workers' Compensation: Statutory coverage as required by the State of California.
(2) Liability: Commercial general liability coverage in the following minimum limits:
(i) Bodily Injury: $1,000,000 each occurrence, $2,000,000 aggregate; and –
(ii) Property Damage: $1,000,000 each occurrence $2,000,000 aggregate.
or
(iii) Combined Single Limit: $2,000,000 each occurrence. If submitted, combined single limit policy with aggregate limits in the amounts of $2,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automobile liability coverage (any auto) in the following minimum limits:
(i) Bodily injury: $1,000,000 each occurrence
(ii) Property Damage: $1,000,000 each occurrence.
or
(iii) Combined Single Limit: $2,000,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors, and omissions of PerfectMind in the following minimum limits:
$1,000,000 each occurrence
(c) Subrogation Waiver: PerfectMind agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

Xplor Technologies 24
PerfectMind shall look solely to its insurance for recovery. PerfectMind hereby grants to Customer, on behalf of any insurer providing comprehensive general and automotive liability insurance to either PerfectMind or Customer with respect to the services of PerfectMind herein, a waiver of any right to subrogation which any such insurer of said PerfectMind may acquire against Customer by virtue of the payment of any loss under such insurance. (d) Additional Insured: City, its City Council, boards, commissions, officials, employees, and volunteers shall be named as an additional insured under all insurance coverages, except worker’s compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

10.11 Force Majeure. Neither party shall be liable for damages for any delay or failure of delivery arising out of an event of Force Majeure.

10.12 Waivers. No right under this Agreement will be deemed to be waived except by notice in writing signed by the party waiving its right, and any such waiver will not prejudice its rights in respect of any subsequent breach of this Agreement by the other party. Any failure by a party to enforce any clause of this Agreement or right contained in it, or any forbearance, delay or indulgence granted by a party to the other party, will not be construed as a waiver of the firstmentioned party’s rights under this Agreement.

10.13 No Presumption. No presumption shall operate in favour of or against any party hereto as a result of any responsibility that any party may have had for drafting this Agreement.

10.14 Enurement. This Agreement will enure to the benefit of and be binding upon the parties and their successors, trustees, permitted assigns and receivers.

10.15 Injunctive Relief. Each party acknowledges and agrees that a breach by it of the provisions of this Agreement relating to Confidential Information, Intellectual Property Rights, or restrictive obligations may result in immediate and irreparable harm to the other party for which compensation would be an inadequate remedy. Accordingly, each party acknowledges and agrees that the other party may seek, as a matter of right and without the necessity of establishing the inadequacy of monetary damages, injunctive or other equitable relief to prevent or remedy such conduct from any court of appropriate jurisdiction.

10.16 Entire Agreement. This Agreement together with any applicable Statement of Work constitutes the entire Agreement between the parties and supersedes all prior representations, agreements, statements, and understandings, whether verbal or in writing. In connection therewith, no terms or conditions stated in any Customer purchase order or other order, or documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void, notwithstanding any provision therein.

10.17 Amendments. This Agreement may not be amended except by written instrument signed by an authorized representative of both parties.

DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

Xplor Technologies 25

10.18 Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same will not affect the other terms or provisions hereof or the whole of this Agreement, but such terms or provisions will be deemed modified to the extent necessary in the court’s opinion to render such terms or provisions enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.

10.19 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

10.20 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

10.21 Counterparts. This Agreement may be signed in as many counterparts as may be necessary, each of which so signed will be deemed to be an original and each copy sent by electronic facsimile transmissions will be deemed to be an original, and such counterparts together DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

Xplor Technologies 26
will constitute one and the same instrument and notwithstanding the date or dates of execution will be deemed to bear the date as first above written.

IN WITNESS WHEREOF the parties have executed this Agreement with effect as of the date first above written.

PERFECTMIND INC.

Per: (Signature of PerfectMind Authorized Signatory)
Name: Nima Jazbi (Please Print PerfectMind Signatory’s Name) Title: Vice-President, Operations (Please Print PerfectMind Signatory’s Title) Effective Date: (Please Print Date Signed)
City of Calistoga
Per: (Signature of Customer Authorized Signatory)
Name: __________________ (Please Print Customer Signatory’s Name) Title: _________________ (Please Print Customer Signatory’s Title) Effective Date: (Please Print Date Signed)
PERFECTMIND INC.

Per: (Signature of PerfectMind Authorized Signatory)
Name: (Please Print PerfectMind Signatory’s Name)
Title: (Please Print PerfectMind Signatory’s Title)
Effective Date: (Please Print Date Signed)
DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Manager - Account Management
March 25, 2024
Mandeep Jhutee
Item #6.4.

EXHIBIT A
Platform Use Fees

PLATFORM
The fees for the Platform use will be as follows:

Year One (from March 1, 2024, to February 28, 2025): $8,496.00 Year Two (from March 1, 2025, to February 28 2026): $8,496.00 Year Three (from March 1, 2026, to February 28 2027): $8,496.00 Year Four (from March 1, 2027, to February 28 2028): $8,496.00 Year Five (from March 1, 2028, to February 28 2029): $8,496.00 DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

Xplor Technologies 2

EXHIBIT C
Rate for Professional Services
Optional Services Unit Price Description
Data Import/Export $199/hr Upon termination of this Agreement, Xplor Recreation shall supply to
Customer a basic export of the
complete data in a format suitable for
importation. Anything beyond will be
charged at this rate.

Professional Services $199/hr Services outside the agreed to Statement of Work that requires
additional resourcing to accommodate
Customer’s requests (other than
development/programming).

Integration to third party
software
$325/hr Processing Integration with the
Customer’s preferred payment
processor.

Training $199/hr Any future additional training
requested outside the Statement of
Work.

Development $325/hr Services outside the agreed to
Statement of Work that requires
additional development
(programming).

The above fees do not include any travel, living or any other out-of-pocket expenses incurred by PerfectMind in providing on-site Professional Services. Customer will pay PerfectMind a flat rate of $550 per day per PerfectMind employee or subcontractor who provides on-site Professional Services to Customer to cover accommodation, meal, local transportation, and other out-of-pocket expenses, except travel (airfare) expenses. Customer will reimburse PerfectMind for all reasonable travel (airfare) expenses incurred by PerfectMind’s to send its employees and subcontractors to Customer’s site. All such travel (airfare) expenses for which PerfectMind seeks reimbursement will be supported by documentation in a form reasonably acceptable to the Customer.

DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

Xplor Technologies 3

EXHIBIT D
Service Levels

1. Platform Uptime.

The Platform will achieve a system uptime performance level of 99.9% during the Operation Hours on an annual basis inclusive of any downtime caused by the underlying telecommunication services provider. In this Exhibit, “Operation Hours” means 6 am to midnight Pacific Time, seven days a week.

PerfectMind will only be responsible for its Platform uptime performance levels and will not be responsible for any failure due to a failure of Customer’s system(s) or a Force Majeure event as described in this Agreement, and such failures shall not be counted against PerfectMind’s required system uptime performance levels.

PerfectMind may, upon not less than seven (7) days’ prior written notice to Customer, which may be email notification, cause the Platform to be unavailable for a period of time not to exceed 12 consecutive hours (“Planned Maintenance”). Planned Maintenance will be performed during the Maintenance Window, and not more than once per week, unless any such Planned Maintenance is a result of urgent events outside of PerfectMind’s direct control in which case PerfectMind will provide as much notice as is practicable.

Planned Maintenance will apply against PerfectMind’s required uptime performance level unless (i) it is conducted during the Maintenance Window; or (ii) it is as result of remedial work necessary to address a material defect with third party software such as Microsoft® operating system or SQL server. In this Exhibit D, “Maintenance Window” means between 12:01 am and 6:00 am Pacific Time on any day.

2. Technical Support.

Following the reporting of a problem by Customer’s technical support personnel either via phone call or email PerfectMind’s technical support, PerfectMind will respond to the problem in accordance with the incident level and provide a fix to the problem all in accordance with the table set forth below:
24x7x365 Technical Support
Description Response time Resolution Time
Customer report an incident via phone,
email, or chat
A live agent will
immediately discuss the
issue with Customer
85% of the incidents are
currently addressed on
the first call
The initial call requires escalation to
Level II
The initial call will be
transferred to a Sr. live
agent to further discuss
the incident with the
customer
95% of the escalated
calls to level II are
addressed within the
first call
The escalated call to Level II requires
escalation to the Development team
Level II agent create a
case for the development
team to further
investigate the incident
Resolution time will
follow the SLA table
below
DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

Xplor Technologies 4
Service Level Agreement
Incident
Level
Description Resolution Time
Critical This incident level is attained when the following conditions are met:
- Complete inability to use the Platform; or
- A reoccurring temporary inability to use the
Platform.

Within the same business
day
High This incident level is attained when the following conditions are met:
- A significant degradation of the significant
features or functions available or the Platform
- Recent modifications to the Platform cause
some significant features or functions to
operate inconsistently.

Within 24 hours
Low This incident level is attained when the following
conditions are met:
- A minor degradation of some significant
features or functions; or
- A degradation of some secondary features or
function occurs.

These issues will be
reviewed and prioritized
according to the severity of
the issue. An accurate
estimate will be provided
to the customer within a
week after the incident is
reported
DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

Xplor Technologies 5

EXHIBIT E
Platform Features and Functionalities
PerfectMind’s Platform will include the following features and functionalities:
• Built-In Reporting Engine
A built-in reporting engine to help the customer to create reports. • Integrated Workflow Engine
Generate workflows to streamline your team’s processes and communications. • Business App Store
PerfectMind is adaptable through our community-driven App Store. • Open API
Having access to an adaptable integration with external apps allows fluid interconnectivity and collaboration across platforms.
• Data Security, Auditing and Permissions
The ability to control app-level access, user auditing, user time limits, specific IP access, as well as group- and role-based data permissions.
• Multi-Site Management & Reporting
To allow client to manage multiple sites from one account. • 24/7 Customer Service
PerfectMind provides 24x7 operation support using live agents/chat/email.

Recreation Management Features:
• Facility booking and Scheduling
PerfectMind booking takes care of conflict and contract management, recurring bookings, equipment and rental inventory, capacity management and more. Your staff and your members can schedule events online or on-site. PerfectMind lets you manage facility dependencies, availability, and multiple rates. Customers can book using desktop, tablet, or mobile devices on all popular web browsers.
• Membership Management
This allows you to manage families, multiple memberships, and related contacts. • Document Management
You can create, save, print, upload and manage your documents for your organization in the cloud. Sign waivers, contracts, and other documents electronically with a digital signature and store them safely in the cloud.
• Staff Management
You can view all your staff schedules in one master calendar. PerfectMind provides your staff with the ability to make their own schedule and to adjust availability for vacations and time off. Manage staff wages, commissions, hours, availability and much more.

Restrict access permissions for users and groups to improve security. • Activity Registration
Online or on-site registration for all types of bookings including courses, private lessons, drop-in and flexible registrations to accommodate your needs. Intelligent conflict management gives you the flexibility to readily make changes to events.

DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

Xplor Technologies 6
• POS and Inventory Management
To sell products, service or event online or on-site using cutting-edge features within inventory and sales management. Track purchase orders and inventory. • Attendance Tracking and Check-in
Allow customers to scan or check themselves in at the front desk using a kiosk, or manually check-in with a staff member. Improve retention with live class statistics, and much more. Guest check-ins allow for quick processing to non-members or during busy periods.
• Calendar
Flexible, multi-functional calendar with drag-and-drop functionality to make changes and updates to events, activities and facility booking. You can also view multiple facilities, locations, and courses.
• Marketing
A built-in, fully-functional email solution replaces the need for any additional email applications so you can streamline your marketing for programs, campaigns, and personalized operation emails. Increase signups and enrollments using loyalty and referral programs. You can also have access to simple and customizable landing pages and leadcapture forms. • Task Management
To schedule automated and recurring tasks with alerts to stay up-to-date, organized, and focused. Set reminders based on predefined or custom triggers. • Reports
PerfectMind’s built-in reporting engine enables you to create, customize and run reports.

Create and schedule custom financial, attendance, utilization, and marketing reports all from the same interface. View real-time analytics and historical data in tabular or graphical format. All reports can be exported for use in a third-party application. • Account management.

To keep track of your clients and contacts including organizations and families DocuSign Envelope ID: C7278ECB-661A-42F1-B050-F6CD8427E29F Item #6.4.

ATTACHMENT 1
RESOLUTION NO. 2024-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY

OF NAPA, STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO ENTER INTO A FIVE-YEAR CONTRACT WITH PERFECTMIND, INC. DBA.

XPLOR RECREATION FOR RECREATION MANAGEMENT SYSTEM

SOFTWARE FOR PROGRAM REGISTRATION AND FACILITY BOOKING
SERVICES.

WHEREAS, the Calistoga Parks and Recreation Department has been utilizing Perfectmind, Inc. dba. Xplor Recreation(Xplor) software for facility and program registration since 2018; and
WHEREAS, the current contract extension expired in March of 2024. Ahead of the expiration staff issued a Request for Proposals(RFP) for Recreation Management System software; and
WHEREAS, to facilitate seamless service delivery, the department wishes to enter into a new five-year contract with Xplor;
NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Calistoga as follows: that the Calistoga City Council hereby authorizes the City Manager to execute a five-year contract between the City of Calistoga and Perfectmind, Inc. dba. Xplor Recreation.

PASSED, APPROVED AND ADOPTED this 9th day of April 2024. I, YUDIANA GALVAN, 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:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:

Yudiana Galvan, CMC, City Clerk Donald Williams, Mayor
Item #6.4.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council - Apr 09 2024
Subject: Kimball Reservoir Dam Improvements HMGP Grant Revised Match Commitment Letter for $487,353
DESCRIPTION:

Consideration of a Resolution Authorizing Staff to Submit a Match Commitment Letter to CalOES for the Hazard Mitigation Grant Program, in the amount of $487,353 to fund the improvements to raise Kimball Creek Dam located at 3522 Evey Road.

RECOMMENDATION:

Consider adopting resolution.

BACKGROUND/SUMMARY:

Staff applied to fund improvements to raise Kimball Creek Dam through the Hazard Mitigation Grant Program (HMGP) on March 5, 2021, with disaster monies that became available from the LNU Complex and Glass Fires that occurred in 2020.

CalOES/FEMA notified the City on April 20, 2021, to revise the original match amount that council approved of $1,687,500 by Resolution No. 2021-009 on February 16, 2021, to $343,613. The match was reduced significantly because Calistoga could only submit for a planning/design level application, which did not include construction activities.

More recently during review of the application and as part of the environmental historic preservation phase, CalOES/FEMA requested that Calistoga remove the low water crossing 800-feet below the existing spillway and replace it with a bridge to improve aquatic habitat. Staff requested the consultant price the design and permitting required to complete this and as a result the local match has increased by $143,740 to complete the additional scope of work. The grant provides 75% funding with a local match of 25% if we are awarded the funding through this program.

The dam raise project will bring the reservoir back to the original storage capacity it had over 80-years ago, that has been lost largely due to sediment. Storage would increase from the existing 267 acrefeet to around 430 acre-feet. The dam raise will harden the spillway and dam facility, help reduce reliance on imported water from the State Water Project, and provide Calistoga water customers with a larger, more reliable local water storage supply reservoir.

The recommended resolution authorizes staff to submit a match commitment letter in the subapplication to FEMA/CalOES in the amount of $487,353.

Item #6.5.

CEQA STATUS:

The CEQA studies will be completed with the design of the project if we are successful in obtaining the grant.

FINANCIAL IMPACT:

The total project cost to complete design and permitting for the project is $1,949,409. If approved the grant funding is $1,462,056 and the required local match of $487,353 will be the fiscal impact.

We anticipate FEMA/CalOES notifying us next fiscal year if our sub-application is approved. Staff will be requesting $5,000 in the proposed FY24/25 Budget for Kimball Dam Raise, Account No. 12-5665- 4915 and pending approval anticipates the remaining $482,353 to be spread over one to two additional fiscal years, in FY25/26 and FY26/27.

ATTACHMENT(S):

1. Draft Resolution

2. Revised Match Commitment Letter - April 9, 2024
Item #6.5.

RESOLUTION 2024-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY OF

NAPA, STATE OF CALIFORNIA, AUTHORIZING STAFF TO SUBMIT A MATCH

COMMITMENT LETTER TO CALOES FOR THE HAZARD MITIGATION GRANT PROGRAM, IN THE AMOUNT OF $487,353 TO FUND THE IMPROVEMENTS TO RAISE KIMBALL CREEK DAM LOCATED AT 3522 EVEY ROAD
WHEREAS, staff applied to fund improvements to raise Kimball Creek Dam through the Hazard Mitigation Grant Program (HMGP) on March 5, 2021, with disaster monies that became available from the LNU Complex and Glass Fires that occurred in 2020; and
WHEREAS, previously council approved a match of $1,687,500 by Resolution No. 2021-009 approved February 16, 2021, that was based on including all design and construction costs to complete the project; and
WHEREAS, CalOES/FEMA notified the City on April 20, 2021, that the amount in Calistoga’s application for the match commitment letter was incorrect and requested the city revise the amount; and
WHEREAS, CalOES/FEMA will only allow Calistoga to apply, for a planning level project that includes planning/design/permitting only, with no construction funding, reducing the cities match commitment cost; and
WHEREAS, the match commitment amount was reduced to $343,613 by Resolution No. 2021-038 approved June 1, 2021; and
WHEREAS, more recently during review of the application and as part of the environmental historic preservation phase, CalOES/FEMA requested that Calistoga remove the low water crossing 800-feet below the existing spillway and replace it with a bridge to improve aquatic habitat; and
WHEREAS, staff requested the consultant price the design and permitting required to complete this scope of work and as a result the local match has increased by $143,740 to complete this work; and
WHEREAS, the dam raise project will bring the reservoir back to the original storage capacity it had over 80-years ago, from 267 acre-feet to approximately 430 acre-feet; and
WHEREAS, the dam raise will harden the spillway and dam facility, help reduce reliance on imported water from the State Water Project, and provide Calistoga water customers with a larger, more reliable local water storage supply reservoir; and WHEREAS, the total project cost to complete design and permitting for the project is $1,949,409. If approved the grant funding is $1,462,056 and the required local match of $487,353 will be the fiscal impact; and
ATTACHMENT 1 Item #6.5.

Resolution No. 2024-XXX

WHEREAS, staff will be requesting $5,000 in the proposed FY24/25 Budget for Kimball Dam Raise, Account No. 12-5665-4915 and pending approval from CalOES/ FEMA anticipates the remaining $482,353 to be spread over one to two additional fiscal years, in FY25/26 and FY26/27; and
WHEREAS, staff recommends council authorizing the match commitment letter for Calistoga’s sub-application in the amount of $487,353.

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

1. Direct staff to submit the local match commitment letter in the sub-application to CalOES/FEMA in the amount of $487,353 to fund the improvements to raise Kimball Creek Dam located at 3522 Evey Road.

PASSED, APPROVED AND ADOPTED this 9
th day of APRIL 2024. I, YUDIANA
GALVAN, 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:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:
____________________________ __________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.5.

CITY OF CALISTOGA
1232 Washington Street - Calistoga, CA 94515
Ph: 707.942.2828
Fx: 707.942.9472
www.ci.calistoga.ca.us

LOCAL MATCH FUND COMMITMENT LETTER
04/09/2024
California Governor’s Office of Emergency Services
Hazard Mitigation Grants Program Unit
Attention: HMGP
3650 Schriever Avenue
Mather, CA 95655
Re: DR-4558-0548 Subapplication Funding Match Commitment Letter Kimball Creek Dam Raise
Dear State Hazard Mitigation Officer:

As part of the Hazard Mitigation Grant Program process, a local funding match of at least 25% is required. This letter serves as City of Calistoga’s commitment to meet the local match fund requirements for the Hazard Mitigation Grant Program.

SOURCE OF NON-FEDERAL
FUNDS:

LOCAL AGENCY

FUNDING

OTHER AGENCY

FUNDING
PRIVATE NONPROFIT FUNDINGSTATE AGENCY

FUNDING

NAME OF FUNDING
SOURCE: City of Calistoga

FUNDS AVAILABILITY
DATE: April 9, 2024

PROVIDE EXACT MONTH/DATE/YEAR OF AVAILABILITY OF FUNDS

FEDERAL SHARE AMOUNT
REQUESTED: $1,462,056
MUST MATCH $ AMOUNT PROVIDED IN SUBAPPLICATION

LOCAL SHARE AMOUNT
MATCH: $487,353
MUST EQUAL A MINIMUM OF THE 25% FEDERAL SHARE REQUESTED FUNDING TYPE: Water Enterprise Funds
EXAMPLES: ADMINISTRATION, CASH, CONSULTING FEES, ENGINEERING

FEES, FORCE ACCOUNT LABOR, AGENCY PERSONNEL, PROGRAM INCOME, ETC.

ATTACHMENT 2 Item #6.5.

If additional federal funds are requested, an additional local match fund commitment letter will be required.

Please contact Derek Rayner at 707-942-2828 or [email protected] with questions.

Sincerely,
Derek Rayner
Director of Public Works
707-942-2828
707-942-9472
[email protected]
Item #6.5.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Karrie Sanderlin, Non-Classified Employee-Professional/Tehnical Meeting: City Council - Apr 09 2024
Subject: Amendments to the Salary and Benefits Plans - Mid-Management and Executive Management
DESCRIPTION:

Amendments to the Salary and Benefits Plans - Mid-Management and Executive Management RECOMMENDATION:

Consider adopting a Resolution amending the unrepresented Mid-Management and Executive Management salary and benefits plans
BACKGROUND/SUMMARY:

In December 2022, the City Council approved amendments to the Mid-Management and Executive Management salary and benefits plans. Circumstances have changed necessitating several updates and staff is also seeking additional changes, in particular to help with recruitments. The recommended changes include:

A) updating Section 1 Covered Positions, updating Section 2.2 Pay Dates, removing the reference to the Flexible Benefit Plan in Section 3.2, and adding Section 4.2 for discretionary car allowances all in the Mid-Management Salary and Benefits Plan
B) updating Section 2.2 Pay Dates, removing the reference to the Flexible Benefit Plan in Section

3.2, updating Section 3.4 Supplemental Retiree Health Insurance Reimbursement, and adding Section 4.5 Relocation Expenses all in the Executive Management plan ANALYSIS:

Minor updates are necessary to reflect the current state of pay dates and positions included in each group and/or for certain benefits. For the past two years, enrollment in the Flexible Benefit Plan that allows for pre-tax deductions for certain health care or dependent care expenses has been low.

There were two (2) employees participating in the 2023 plan year and both have since left employment. No employees are currently enrolled and savings from the program can be reallocated to other HR-related expenses. For recruitment and retention purposes, staff is recommending discretionary auto allowances for mid-management staff of $150/month and discretionary relocation expenses up to $5,000 for new executive management hires.

CEQA STATUS:

Not applicable
FINANCIAL IMPACT:

There will be a slight budget savings from reduced annual premium costs for the Flexible Benefits Plan and monthly time savings in Finance. Should any car allowance be approved, it would be an Item #6.6.

annual cost of $1,800 per position and be paid for by the relevant department's budget. The relocation cost expense is unpredictable and infrequent. It will come from the HR budget.

ATTACHMENT(S):

Draft Resolution 2024-XX
Salary and Benefits Plan -- Mid-Management
Salary and Benefits Plan -- Executive Management
APPROVAL(S):

Laura Snideman, City Manager Approved - Apr 02 2024
Yudiana Galvan, City Clerk Approved - Apr 02 2024
Item #6.6.

Table 1
Amendment to Salary and Benefits - Management Appendix A - Management Wage Scale
Paragraph 1 (January 2023) - Senior Civil Engineer shall read "$9,785 (Monthly-1), $9,960 (Monthly-2), $10,789 (Monthly-3), $11,327 (Monthly-4), and $11,894 (Monthly- 5).

Paragraph 3, (January 2024) - replacing the phrase "to be a minimum of two percent (2%) and a maximum of four percent (4%)" with the phrase "to be a minimum of three percent (3%) and a maximum of five percent (5%).

Paragraph 4, (January 2025) - replacing the phrase "to be a minimum of two percent (2%) and a maximum of four percent (4%)" with the phrase "to be a minimum of three percent (3%) and a maximum of five percent (5%).

RESOLUTION NO. 2024-XX

RESOLUTION OF THE CITY COUNCIL, OF THE CITY OF CALISTOGA, COUNTY OF NAPA,

STATE OF CALIFORNIA AMENDING THE CITY'S SALARY AND BENEFITS PLANS FOR

UNREPRESENTED MID-MANAGEMENT EMPLOYEES AND UNREPRESENTED

EXECUTIVE MANAGEMENT EMPLOYEES
WHEREAS, the City's unrepresented mid-management employees and unrepresented executive management are not represented by a recognized labor association and do not negotiate for a collective bargaining agreement; and
WHEREAS, in December 2022 the City amended the salary and benefits schedule of the City's unrepresented mid-management employees and unrepresented executive management; and WHEREAS, later in December 2022 the City adopted new collective bargaining agreements with the City's three employee associations; and
WHEREAS, in March 2023 the City amended the unrepresented mid-management and unrepresented executive management salary and benefits plans to include the higher January 2024 and January 2025 salary increases as is provided to some other employees as shown in Table 1 and Table 2, below, and authorized the City Manager with City Attorney concurrence to make any technical corrections.; and
Item #6.6.

WHEREAS, in March 2023 the City also approved a technical amendment to the January 2023 salary of the City's Senior Civil Engineer classification; and WHEREAS, the City again wishes to amend the Salary and Benefits Plan – Mid-Management to (1) add Human Resources Manager to Section 1, Covered Positions; and (2) remove Section 3.2 Flexible Benefits Plan (Internal Revenue Code Section 125 Plan) in its entirety due to the lack of employee participation; and (3) update Section 2.2 Pay Dates to reflect the current bi-weekly pay schedule; and (4) add Section 4.2 to allow for discretionary auto allowances up to $150/month with certain restrictions; and
WHEREAS, the City again wishes to amend the Salary and Benefits Plan – Executive Management to (1) update Section 2.2 Pay Dates to reflect the current bi-weekly pay schedule; and (2) remove Section 3.2 Flexible Benefits Plan (Internal Revenue Code Section 125 Plan) in its entirety due to the lack of employee participation; and (3) update Section 3.4 Supplemental Retiree Health Insurance Reimbursement to reflect current eligible employees and (4) add Section 4.5 authorizing the City Manager to provide relocation compensation of up to $5,000 to those individuals who have accepted employment with the City of Calistoga in a Covered Position and are moving to Napa County or within a 25-mile drive of the City of Calistoga.

NOW, THEREFORE LET IT BE RESOLVED, the City Council of the City of Calistoga herby amends the Salary and Benefits Plan – Mid-Management to (1) add Human Resources Manager to Section 1, Covered Positions; and (2) remove Section 3.2 Flexible Benefits Plan (Internal Revenue Code Section 125 Plan) in its entirety due to the lack of employee participation; and (3) update Section 2.2 Pay Dates to reflect the current bi-weekly pay schedule; and (4) add Section 4.2 to allow for discretionary auto allowances up to $150/month with certain restrictions.

NOW, THEREFORE LET IT BE FURTHER RESOLVED, that the City Council of the City of Calistoga hereby amends the Salary and Benefits Plan – Executive Management to (1) update Section 2.2 Pay Dates to reflect the current bi-weekly pay schedule; and (2) remove Section 3.2 Flexible Benefits Plan (Internal Revenue Code Section 125 Plan) in its entirety due to the lack of employee participation; and (3) update Section 3.4 Supplemental Retiree Health Insurance Reimbursement to reflect current eligible employees and (4) add Section 4.5 authorizing the City Manager to provide relocation compensation of up to $5,000 to those individuals who have accepted employment with the City of Calistoga in a Covered Position and are moving to Napa County or within a 25-mile drive of the City of Calistoga.

PASSED, APPROVED, AND ADOPTED this 9th day of APRIL, 2024. I, YUDIANA GALVAN, 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:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:
____________________________ __________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.6.

Amended 04-09-2024 (Resolution 2024-XX)
Salary and Benefits
– MidManagement
Effective January
1, 2023
Table of Contents Page

1. Covered Positions...........................................................................................................................2

2. Salaries..............................................................................................................................................2

2.1 Salary Ranges...................................................................................................................................2

2.2 Pay Dates...........................................................................................................................................2

2.3 Pay for New or Rehired Employees.............................................................................................3

2.4 Pay Upon Promotion ......................................................................................................................3

2.5 Pay Upon Demotion........................................................................................................................3

2.6 Pay Upon Reclassification..............................................................................................................3

2.7 Merit Increases................................................................................................................................3

2.8 Service Longevity Pay.............................................................................................................................3

2.9 Working Out of Class......................................................................................................................4

3. Benefits.............................................................................................................................................4

3.1 Medical Benefits..............................................................................................................................4

3.2 Flexible Benefits Plan...........................................................................................................................4

3.3 Share the Savings / Alternate Health Insurance.......................................................................5

3.4 Supplemental Retiree Health Insurance Reimbursement......................................................5

3.5 Dental Insurance..............................................................................................................................6

3.6 Vision Insurance...............................................................................................................................6

3.7 Life Insurance ...................................................................................................................................6

3.8 Disability Insurance.........................................................................................................................7

3.9 CalPERS Retirement........................................................................................................................7

3.10 Deferred Compensation – 457 Plan ................................................................................................8

3.11 Deferred Compensation – 401(a) Plan...........................................................................................8

3.12 Social Security and Medicare........................................................................................................8

3.13 Uniform Allowance .........................................................................................................................8

4. Incentives and Differentials.........................................................................................................9

4.1 Bilingual Pay ..............................................................................................................................................9

4.2 Technology Allowance ...................................................................................................................9

4.3 Educational Reimbursement.........................................................................................................9

5. Vacation............................................................................................................................................9

6. Sick Leave.......................................................................................................................................10

7. Management Administrative Leave ........................................................................................11

8. Bereavement Leave and Other Leaves...................................................................................11

8.1 Bereavement Leave......................................................................................................................11

8.2 Other Leaves..................................................................................................................................12 Item #6.6.

9. Holidays..........................................................................................................................................12 Appendix A – Executive Management Wage Scale .............................................................14

1. Covered Positions
This Salary and Benefits Resolution for Management positions covers the following classifications:
• Associate Civil Engineer
• Building Official
• City Clerk
• Code Enforcement Officer
• Deputy City Clerk
• Deputy Public Works Director
• Executive Assistant to the City Manager
• Human Resources Manager
• Human Resources/Finance Specialist
• Maintenance Superintendent
• Management Analyst I/II
• Police Lieutenant
• Senior Civil Engineer
• Senior Planner
• Senior Planner/Assistant to the City Manager
• Utilities
Systems Superintendent
Employees in a
temporary position are
excluded.

2. Salaries

2.1 Salary Ranges
Salary ranges and effective dates for Covered Positions are listed in Appendix A.

2.2 Pay Dates
Employees are paid semi-monthlybi-weekly on Friday, with pay on approximately the 15th of each month for hours worked from the first through the fifteenth of that same month and paid on approximately the last day of each month for hours worked from the sixteenth through the last day of that same month.

In the event the City moves to biweekly pay periods, the City may mitigate the effects of this pay date move with a one-time advance of one thousand five hundred dollars ($1,500), to be paid back to the City Item #6.6.

in equal installments over the second, third and fourth paycheck following implementation of biweekly pay periods.

Item #6.6.

2.3 Pay for New or Rehired Employees
An Appointing Authority may appoint a new employee in a Covered Position at any salary step within the employee’s classification; however, any placement above the second salary step requires the City Manager’s approval.

2.4 Pay Upon Promotion
An employee promoted to a Covered Position receives the closest salary step within the employee’s (new) classification which provides at least a five percent (5%) over his/her current (pre-promotion) classification but not exceeding the maximum amount of the promoted classification. The City Manager may, however, grant a promotion salary step that is greater than which is prescribed in this section.

2.5 Pay Upon Demotion
An employee demoted to a Covered Position having a salary range lower than the class or position from which he/she was demoted from shall receive the highest salary step in the new classification which provides a minimum five percent (5%) reduction, but not less than the minimum nor exceeding the maximum of the demoted classification.

2.6 Pay Upon Reclassification
A. If the position is reclassified to a classification with the same salary range, the salary and merit increase eligibility date will not change.

B. If the position is reclassified to a classification with a higher salary range, the reclassification will be considered to be a promotion.

C. If the position is reclassified to a classification with a lower salary range, the reclassification will be considered to be a demotion.

2.7 Merit Increases
A Covered Position shall be considered for a merit increases annually, to be effective, initially, effective the beginning of the pay period closest to the employee’s hire date, and then annually thereafter.

Advancement within the salary range is not automatic for merely completing a specific period of service, but rather based on merit as documented on a performance evaluation form, with said performance evaluation form in a manner prescribed by the City Manager. A merit increase is to the next higher step within the limits of the employee’s classification’s salary range.

A performance evaluation must be submitted within three (3) months following the employee’s last merit increase. If the performance evaluation is not submitted, then performance is deemed to be satisfactory, and the employee will receive a merit increase effective on the scheduled date.

2.8 Service Longevity Pay
An employee in a Covered Position receives a one-time Service Item #6.6.

Longevity Pay calculated on the employee’s annualized base pay for completion of a specific number of years of service with the City according to the following schedule:

Item #6.6.

Completion of “x” years of Calistoga Service Percentage of Annualized Base Pay
5 years 1.5%
10 years 2.0%
15 years 2.0%
20 years 2.5%
25 year, and each 5 years thereafter 2.5%
Service Longevity Pay shall be paid by the City to the employee on the paycheck closest to the hire date anniversary with the City. If the employee has left City service and later returns to City service, then the most recent hire date is used in determining the appropriate payment schedule although all years of service are considered in determining the percentage to be paid.

2.9 Working Out of Class
An employee in a Covered Position working in an out-of-class assignment for more than three
(3) consecutive days receives an increase of five percent (5%) within the employee’s current salary range or be placed on a new salary range that provides for a one-step adjustment. Benefits of the higher classification are not available, and the employee will continue to receive the benefits of the employee’s assigned (i.e., not working out of class) classification.

3. Benefits

3.1 Medical Benefits
Employees in a Covered Position are members of the Public Employees Medical and Hospital Care Act (“PEMHCA” or “PERS Health”) insurance program. The City’s monthly contribution to provide health insurance benefits for the individual employee and the employee’s eligible dependents shall be the minimum payment required by the PEMHCA.

3.2 Flexible Benefits Plan
Employees in a Covered Position may participate in the flexible benefits plan. The City offers an Internal Revenue Code Section 125 Plan, which contains the components of premium conversion, health care reimbursement account, and dependent care reimbursement account.

A. The City’s contributes the below-listed amounts per month toward each employee’s Section 125 Plan components:

1. 100% of the Dental Plan monthly premium
amount, less the 10% employee contribution, paid
through a payroll deduction.

2. 100% of the Medical Plan monthly premium amount for
any eligible PEMHA plan, less the minimum premium
payment required by CalPERS (see Section 5, Medical
Benefits) and less the 10% employee contribution, paid
through a payroll deduction.

Item #6.6.

3. 100% of the Vision Plan monthly premium
amount, less the 10% employee contribution
amount, paid through a payroll deduction.

B. An employee may use any and all City contributions to the Section 125 Plan toward the cost of employer provided PEMHCA medical insurance and dental insurance for the employee and eligible dependents. An employee may not use funds for other reasons.

Item #6.6.

3.2 Share the Savings / Alternate Health Insurance
An employee in a Covered Position who waives health insurance because the employee demonstrates to the City that he/she has alternate health insurance coverage shall receive three hundred dollars ($300) per month.

Annually, the employee who participates in this Share the Savings program will need to recertify eligibility by documenting to the City the employee’s alternate health insurance coverage. Effective with payments beginning in January 2023, the Share the Savings amount shall increase from three hundred dollars ($300) to four hundred dollars ($400) per month.

3.3 Supplemental Retiree Health Insurance Reimbursement A. Eligibility

1. The City offers a Supplemental Retiree Health Insurance Reimbursement for eligible unrepresented employees of:
• City Clerk
• Administrative Analyst/Deputy City Clerk
• Maintenance Superintendent
• Utilities Systems Superintendent
• Police Lieutenant
• Senior Civil Engineer
• Associate Civil Engineer
•

2. An eligible employee must have a minimum of ten (10) years of continuous service with the City and has been
continuous employed since April 21, 2015 or earlier.

B. Benefit

1. The City’s reimbursement is calculated at the rate of three percent (3%) per City service years to a rate of
three and one-half percent (3.5%) per City service years after twenty years of continuous City service.

Years of
Continuous
Service with
City
Total Percent of Combined
Required CalPERS Retiree
Contribution and City
Supplemental Reimbursement
for Single Kaiser
Premium for 3% per year
Total Percent of Combined
Required CalPERS Retiree
Contribution and City
Supplemental Reimbursement
for Single Kaiser
Premium for 3.5% per year
10 30.0%
11 33.0%
12 36.0%
13 39.0%
14 42.0%
15 45.0%
16 48.0%
17 51.0%
18 54.0%
19 57.0%
20 70.0%
21 73.5%
22 77.0%
23 80.5%
24 84.0%
25 87.5%
26 91.0%
27 94.5%
28 98.0%
Item #6.6.

29 100%
30 and greater 100%

2. Retirees must be eligible for CalPERS Retiree Medical Coverage and required City retiree premium payment. This means that the retiree must retiree from the City of
Calistoga, be vested in CalPERS, and continue participation in CalPERS PEMHCA within one hundred twenty (120) days
of retirement.

3. Supplemental Retiree Health Insurance Reimbursement
amount based on difference of the required CalPERS
Retiree premium payment as a percentage to the Kaiser
single premium (of the plan offered within Napa County) and the percentage in the table above based on years of continuous City service at time of retirement. In no event will the combined CalPERS premium payment and City
Supplemental Reimbursement be greater than 100% of the
Kaiser single premium (of the plan offered within Napa
County).

4. Continuous City employment means from initial hire date to date of retirement. If the retiree left City employment and then returned, the subsequent date of hire will begin a new period of employment for the determination of
continuous City employment. This would not include
statutory leaves for military, industrial disability, extended sick of Family Medical.

5. Supplemental payments will continue as long as the
retiree in participating in CalPERS PEMHCA to when
eligible for Medicare coverage.

6. Eligibility for the Supplemental Retiree Health Insurance Reimbursement will be authorized by the City Manager
upon notification that the retiree is continuing to
participate in the CalPERS PEMHCA.

7. Supplemental Retiree Health Insurance Reimbursement
will be made on a monthly basis, in arrears, as a direct deposit or check to the retiree based on information
provided by CalPERS on retiree participation in CalPERS PEMHCA.

3.4 Dental Insurance
An employee in a Covered Position is eligible for dental insurance coverage for the employee and eligible dependents beginning the first of the monthly following appointment with the City.

3.5 Vision Insurance
An employee in a Covered Position is eligible for vision insurance coverage for the employee and eligible dependents beginning the first of the month following appointment with the City.

Item #6.6.

3.6 Life Insurance
An employee in a Covered Position is eligible for life/accidental death and dismemberment insurance coverage for the employee beginning the first of the month following appointment with the City. The City pays 100% of the monthly premium for the life insurance. The life insurance policy is valued at 1x the employee’s annual salary.

Item #6.6.

The City may offer supplemental life insurance policies, at the employee’s cost, for additional life insurance coverage for the employee and/or the employee’s eligible dependents.

3.7 Disability Insurance
An employee in a Covered Position is eligible for disability insurance for the employee beginning the first of the month following appointment with the City. The City pays 100% of the monthly premium for the disability insurance. The policy provides a benefit equal to 66-2/3% of the employee’s first $1,500 of salary, less deductible income, if the employee is unable to work due to injury/illness lasting seven (7) days or longer.

3.8 CalPERS Retirement
A. Employees Hired Before May 1, 2012
For employees hired before May 1, 2012 only, the City shall provide employees with retirement coverage through the Public Employees’ Retirement System (PERS) including the following:
• Government Code §20965, Sick Leave Service Credit, and • Either:
o Government Code §21354.4 – 2.5% @ 55 formula
for PERS “miscellaneous” members (i.e., nonsafety employees), or o Government Code §21354.3 – 3% @ 55 formula for
PERS fire safety members, or
o Government Code §21354.3 – 3% @ 55 formula for PERS
police safety members
B. Employees Hired on or after May 1, 2012 and Before January 1, 2013, or Employees who qualify for PERS Reciprocity
For employees hired on or after May 1, 2012 and before January 1, 2013, as well as for employees who qualify for pension reciprocity pursuant to Government Code §7522.02(c) and any related reciprocity requirements established by PERS, the City shall provide retirement coverage of:
• Government Code §20965, Sick Leave Service Credit, and • Either:
o Government Code §21353 – 2% @ 60 formula
for PERS “miscellaneous” members (i.e., nonsafety employees),or o Government Code §21369 – 2% @ 55 formula for PERS fire safety members, or
o Government Code §21369 – 2% @ 55 formula for PERS
police safety members
C. Employees Hired on or After January 1, 2013
For employees hired on or after January 1, 2013 who do not qualify for pension reciprocity pursuant to Government Code §7522.02(c) and any related reciprocity requirements established by PERS, the City shall provide retirement coverage of:

Item #6.6.

• Government Code §20965, Sick Leave Service Credit, and • Either:
o Government Code §7522.20 – 2% @ 62 formula
for PERS “miscellaneous” members (i.e., nonsafety employees), or Item #6.6.

o Government Code §755.25 – 2% @ 57 formula for PERS fire safety members, or
o Government Code §755.25 – 2% @ 57 formula for PERS
police safety members
D. Employee Contributions
All employees shall pay the full employee’s share of PERS employee contribution as determined by PERS; the City shall not pick up any portion of the required employee contribution.

3.9 Deferred Compensation – 457 Plan
An employee in a Covered Position may make a voluntary payroll deduction into the Internal Revenue Code 457 deferred compensation plan, subject to the contribution limits established by the Internal Revenue Service.

3.10 Deferred Compensation – 401(a) Plan
A fire safety employee and a police safety employee in a Covered Position who is either a) a PEPRA tier participant in the City’s CalPERS Retirement Plan or b) a Class Tier II participant in the City’s CalPERS Retirement Plan receives a five percent (5%) of pre-tax base salary contribution to the Calistoga 401(a) Money Purchase Plan account, up to the annual limit under IRC §415(c), which is equal to the lesser of (i) one hundred percent (100%) of each said PEPRA employee’s IRC 415 compensation or (ii) the dollar limit in effect for the year.

These contribution limits are inclusive of the contributions of City, which also includes any other 401(a) accounts said PEPRA employees hold with the City or any other entities related to the City that meets the controlled group rules under IRC §414(b), the common control rules under IRC §414(c), or the affiliated service group rules under IRC §414(m) as set forth in the Internal Revenue Code.

Because the City’s contribution is derived from base salary, the City’s dollar contribution 401(a) Money Purchase Plan account shall increase with any increase to the employee’s base salary, subject to the contribution limits set forth above.

In no event will the City contribution exceed five percent (5%) of the employee’s pre-tax base salary.

No employee contribution is permitted to the employee’s Calistoga 401(a) Money Purchase Plan account.

3.11 Social Security and Medicare
Each employee in a Covered Position has coverage under Federal Social Security in accordance with the provisions of law. The system requires contributions by both the employee and City in accordance with schedules provided by the federal government.

Each employee in a Covered Position has coverage under Medicare in accordance with the provisions of law. The system requires contributions by both the employee and City in accordance with Item #6.6.

schedules provided by the federal government.

Item #6.6.

3.12 Uniform Allowance
The City Manager is authorized to provide a fire safety management employee with uniforms, uniform cleaning and replacement, and/or a uniform allowance in the same manner as the City provides uniforms, uniform cleaning and replacement to fire safety employees represented by the California Professional Firefighters’ Association.

The City Manager is authorized to provide a police safety management employee with uniforms, uniform cleaning and replacement, and/or a uniform allowance in the same manner as the City provides uniforms, uniform cleaning and replacement to police safety employees represented by the California Police Officers’ Association.

4. Incentives and Differentials

4.1 Bilingual Pay
Each employee in a Covered Position who qualified shall receive five percent (5%) of base salary as bilingual differential at the discretion of the City Manager. Generally, bilingual skills should be relevant to the provision of City services in the City of Calistoga. An employee shall be deemed qualified who is determined by the City to be fluent in an appropriate language as determined by the City Manager.

4.2 Automobile Allowance
At the discretion of the City Manager, each employee in a Covered Position may receive an automobile allowance of one hundred fifty dollars ($150) per month. The City Manager may authorize, in lieu of the automobile allowance, the employee use of a City vehicle. Employees who receive an automobile allowance shall not be otherwise eligible for reimbursement of vehicle expenses, except for work-related trips exceeding one hundred (100) miles round trip or for use of a City vehice except while on-duty.
4 . 3 Technology Allowance
Each employee in a Covered Position receives one hundred dollars ($100) per month technology allowance for use of the employee’s personal internet, laptop and cellphone services to conduct City business.

4.4. Educational Reimbursement
An employee in a Covered Position is eligible to receive up to one thousand dollars ($1,000) per fiscal year for reimbursement of expenditures on tuition, books, travel and any other costs associated with the employee’s successful completion of any professional or educational program approved by the City Manager. This benefit is funded at the maximum “pooled” total of five thousand dollars ($5,000) per fiscal year and is available beyond employees in a Covered Position (see other employees’ collective bargaining agreements and/or other salary/benefit documents for other employees’ eligibility for pooled dollars) on a first-come, first-served basis. Once the total annual benefit amount is reached, the benefit is no longer available to any employee until the next fiscal year.

Item #6.6.

5. Vacation
A. The City believes that its employees and the City benefit when employees have scheduled time away from work for relaxation and recreation. In order to provide for such absence without concern for continuation of pay, the City has adopted the following paid vacation leave plan for employees in Covered Position:

Years of City Service Hours per Year Maximum Accrued Hours 1 through 3 80 hours 240 hours
4 through 6 120 hours 360 hours
7 or more 160 hours 480 hours
Item #6.6.

The City Manager may place an employee in a Covered Position on the vacation accrual schedule based on the employee’s total years of public service experience.

An employee shall not accrue vacation once the accrued vacation hours have been reached (i.e., three times the annual accrual rate).

An employee who had exceed the maximum begins to accrue vacation when the employee’s balance is reduced below his/her maximum.

Vacation leave shall be taken with the employee’s Appointing Authority’s approval.

Vacation shall not include any official City holidays when occurring during the scheduled vacation period.

Upon employment separation from the City, an employee receives pay for his/her current vacation leave balance at the employee’s equivalent hour rate of base pay.

B. Prior to the beginning of next calendar year, an employee wishing to cash out up to eighty
(80) hours of vacation accruals may make such a request before the end of the current calendar year. The election is irrevocable.

Payment will be made upon the employee’s request, before December 31 of the next calendar year, but no sooner than at the time the employee has accrued the number of vacation hours requested to be cashed out.

6. Sick Leave
A. The City provides a sick leave program for the purpose of minimizing the economic hardships that may result from
unexpected personal or dependent illness or injury. It is not intended for incidents of minor discomfort.

B. Accrual. Sick leave shall be accrued at the rate of eight (8) hours for each calendar month of service.

C. Use. Sick leave may be used for personal illness or injury, emergency, or routine medical or dental appointments, and for reasonable travel time to and from health care facilities.

D. Family Care. Up to twenty-four (24) hours of sick leave may be used per calendar year to care for members of the Employee’s immediate family who are ill or injured. Immediate family means: parent, step-parent, and any other family member living in the same household as the Employee.

E. Personal Leave. Employees have the option of taking a maximum of up to three (3) days sick leave each year as personal leave days. An Employee may take personal leave if the Employee has a current sick leave balance that is at least equal to the number of personal leave days the Employee opts to take. Employees are required to obtain approval from the City Manager prior to taking personal Item #6.6.

leave.

F. Buy-Out. On completion of the fifth (5th) year of service, based on the anniversary date of initial hire, City may purchase from each Employee covered hereunder all but fifteen (15) of the
accumulated sick leave days for non-safety Employees and twenty (20) of the accumulated sick leave days for safety Employees, at the rate of twenty-five percent (25%) of the covered Employee’s then existing wage. At each Employees’ option, said buy-out may Item #6.6.

occur earlier than set forth hereinabove, so long as the buy-out occurs on or about the anniversary date of initial hire and there remains a minimum sick leave bank of fifteen (15) accumulated days. Employees who are absent without pay for any reason for more than ten (10) working days during a calendar month shall not accumulate sick leave for that month. If an Employee’s employment is terminated for any reason, there will be deducted from the final check the amount of sick leave taken during employment with City in excess of the amount accrued.

7. Management Administrative Leave
A. In recognition that their responsibilities occasionally require work in excess of the normal forty (40) hour work week, FLSA-exempt employees receive an Administrative Leave benefit. This is in lieu of any payment or compensatory time off for work performed in excess of forty (40) hours per week.

B. Eighty (80) hours of Administrative Leave shall be granted annually to an employee in a Covered Position effective January 1 of each calendar year.

A new employee receives a pro-rata lump sum number of
Administrative Leave hours based on the number of full pay periods remaining in the calendar year.

An employee who works less than full-time receives
Administrative Leave on a pro rata basis.

An employee who promotes into a Covered Position and has unused accrued compensatory time off will be paid off for all accrued compensatory time off (CTO) hours based on the equivalent hourly rate of pay of the classification last held. A management employee who receives Administrative Leave and who is promoted into a Covered Position receives the full calendar year allotment of Management Administrative Leave less the non-Management Administrative Leave the employee already received for that calendar year.

C. Subject to advance approval by the employee’s Appointing Authority, Administrative Leave may be taken at any time during the calendar year and must be taken within the calendar year in which it is given.

D. No employee shall carry over Administrative Leave from one calendar year to another.

E. There is no cash out of Administrative Leave.

8. Bereavement Leave and Other Leaves

8.1 Bereavement Leave
Employees may have three (3) work days leave of absence for each death in their immediate family for the purpose of bereavement and for the arranging of, and attendance at, the funeral. Immediate family Item #6.6.

means:
• Father
• Mother
• Father in-law
Item #6.6.

• Spouse
• Domestic partner
• Child
Item #6.6.

• Mother in-law
• Stepparent where there is a child rearing relationship • Grandparent
• Brother
• Sister
• Brother in-law
• Sister in-law
Item #6.6.

• Employee is a parent in a child rearing relationship
• Stepchild where there is a child rearing relationship • Grandchild
If an Employee must attend a funeral more than five hundred (500) miles from the City, or if the death is to a member of the Employee’s extended family, then the Employee has the option to use up to three (3) days of sick leave from his/her current sick leave balance in addition to any leave provided above.

The Employee may be required to submit proof of the relative’s death before final approval of leave with pay is granted.

8.2 Other Leaves
Consult the City’s Personnel Rules for leaves that apply to employees in Covered Positions:
• Jury Duty
• Witness Duty
• Maternity Leave
• Unpaid Leave of Absence
• Military Leave
• Medical Leave – Non-Occupational
• Medical Leave – Work-Related
• Time Off to Vote

9. Holidays
A. The City recognizes the following days as official City holidays and employees in a Covered Position normally scheduled to work on these days will be given the day off with pay:
• New Year’s Day
January 1
• Martin Luther King Jr.

Birthday 3rd Monday in January
• Presidents’ Day 3rd
Monday in February
• Memorial Day Last
Monday in May
• JuneteenthJune 19
• Independence Day July 4
• Labor Day 1st Monday in
September
• Veterans’ Day
November 11
• Thanksgiving Day 4th
Thursday in November
• Day after Thanksgiving
• Christmas Eve
December 24
• Christmas Day
December 25
Item #6.6.

B. If one of the holidays listed above falls on a Sunday, then it shall be observed on the following Monday. If one of the holidays listed above falls on a Saturday, then it shall be observed on the previous Friday.

C. When a day is proclaimed by the Mayor of the City for a day of mourning, or holiday, then each employee in a Covered Position is granted time off with pay from his/her scheduled hours.

D. An employee in a Covered Position receives two (2) floating holidays (total 16 hours) per calendar year, which may be taken at a time mutually agreeable to the employee and the City Manager.

Unused floating holiday time is not carried over into the following calendar year. Employees hired between May 1 and August 31 are credited with twelve (12) hours of floating holiday time for that calendar year, and employees hired between September 1 and December 31 are credited with eight (8) hours of floating holiday.

Unused floating holiday hours have no cash value upon an employee’s separation from City employment.

Item #6.6.

Appendix A
Management
Wage Scale

1. Effective January 1, 2023, the base wages of the following classifications shall be adjusted to:

Classification Monthly-1 Monthly-2 Monthly-3 Monthly-4 Monthly-5 FLSA Associate Civil Engineer $8,659 $9,092 $9,546 $10,024 $10,525 Exempt Building Official $10,024 $10,525 $11,052 $11,604 $12,184 Exempt City Clerk $9,320 $9,785 $10,275 $10,789 $11,327 Exempt Code Enforcement Officer $6,462 $6,786 $7,126 $7,479 $7,855 Non-Exempt Deputy City Clerk $7,480 $7,854 $8,247 $8,659 $9,092 Exempt Deputy Public Works Director $11,052 $11,604 $12,184 $12,793 $13,433 Exempt Executive Assistant to the City Manager $5,722 $6,006 $6,308 $6,623 $6,954 Non-Exempt Human Resources/Finance Specialist $7,126 $7,479 $7,852 $8,245 $8,660 Non-Exempt Maintenance Superintendent $9,283 $9,747 $10,234 $10,746 $11,283 Exempt Management Analyst I $7,302 $7,667 $8,051 $8,452 $8,875 Exempt Management Analyst II $8,452 $8,875 $9,320 $9,785 $10,275 Exempt Police Lieutenant $11,604 $12,184 $12,793 $13,433 $14,104 Exempt Senior Civil Engineer $9,785 $10,274 $10,789 $11,327 $11,894 Exempt Senior Planner $9,092 $9,546 $10,024 $10,525 $11,052 Exempt Senior Planner/Assistant to the City
Manager
$10,024 $10,525 $11,052 $11,604 $12,184 Exempt
Utilities Systems Superintendent $10,390 $10,909 $11,455 $12,027 $12,629 Exempt

2. Effective January 1, 2023, the Management classifications listed above shall receive a lump sum payment of one thousand dollars ($1,000).

The City intends that the lump sum payment is not subject to CalPERS reporting of benefits. A part-time employee shall receive a pro-rata amount based on the employee’s full-time equivalence. Temporary employees do not qualify for any lump sum payment.

3. Effective the beginning of the pay period which includes January 1, 2024, the base wages set forth in this Appendix A, paragraph 1, above, shall be increased by the San Francisco-Oakland- Hayward Consumer Price Index, all urban consumers (CPI-U) for the October 2023 twelvemonth increase with such wage increase to be a minimum of three percent (3%) and a maximum of five percent (5%).

4. Effective the beginning of the pay period which includes January 1, 2025, the base wages set forth in this Appendix A, paragraph 3, above, shall be increased by the San Francisco-Oakland- Hayward Consumer Price Index, all urban consumers (CPI-U) for the October 2024 twelvemonth increase with such wage increase to be a minimum of three percent (3%) and a maximum of five percent (5%).

5. The hourly rate is calculated by multiplying the monthly pay rate by twelve (12) months and dividing that value by two thousand eighty Item #6.6.

(2,080) hours.

Item #6.6.

Amended 04-09-2024 (Resolution 2024-XX)
Salary and Benefits Plan – Executive Management
April 4, 2024
Table of Contents Page

1. Covered Positions .............................................................................................................................2

2. Salaries..............................................................................................................................................2

2.1 Salary Ranges.....................................................................................................................................2

2.2 Pay Dates...........................................................................................................................................2

2.3 Pay for New or Rehired Employees...................................................................................................2

2.4 Pay Upon Promotion .........................................................................................................................2

2.5 Pay Upon Demotion ..........................................................................................................................3

2.6 Pay Upon Reclassification..................................................................................................................3

2.7 Merit Increases..................................................................................................................................3

2.8 Service Longevity Pay ........................................................................................................................3

2.9 Working Out of Class.........................................................................................................................4

3. Benefits .............................................................................................................................................4

3.1 Medical Benefits................................................................................................................................4

3.2 Flexible Benefits Plan.........................................................................................................................4

3.3 Share the Savings / Alternate Health Insurance ................................................................................4

3.4 Supplemental Retiree Health Insurance Reimbursement .................................................................5

3.5 Dental Insurance................................................................................................................................6

3.6 Vision Insurance.................................................................................................................................6

3.7 Life Insurance.....................................................................................................................................6

3.8 Disability Insurance............................................................................................................................6

3.9 CalPERS Retirement...........................................................................................................................7

3.10 Deferred Compensation – 457 Plan...................................................................................................8

3.11 Deferred Compensation – 401(a) Plan ..............................................................................................8

3.12 Social Security and Medicare.............................................................................................................8

3.13 Uniform Allowance............................................................................................................................8

4. Incentives and Differentials..............................................................................................................9

4.1 Bilingual Pay.......................................................................................................................................9

4.2 Automobile Allowance ......................................................................................................................9

4.3 Technology Allowance.......................................................................................................................9

4.4 Educational Reimbursement .............................................................................................................9

5. Vacation ............................................................................................................................................9

6. Sick Leave........................................................................................................................................10

7. Executive Management Administrative Leave ..............................................................................11

8. Bereavement Leave and Other Leaves...........................................................................................12

8.1 Bereavement Leave.........................................................................................................................12

8.2 Other Leaves....................................................................................................................................12 Item #6.6.

Salary and Benefits – Executive Management

9. Holidays...........................................................................................................................................13

10. Severance........................................................................................................................................13 Appendix A – Executive Management Wage Scale........................................................................15

1. Covered Positions
This Salary and Benefits Resolution for Executive Management positions covers the following classifications:
• Administrative Services Director
• Assistant City Manager
• Fire Chief
• Parks & Recreation Director
• Planning & Building Director
• Police Chief
• Public Works Director/City Engineer
Employees in a temporary position are excluded.

2. Salaries

2.1 Salary Ranges
Salary ranges and effective dates for Covered Positions are listed in Appendix A.

2.2 Pay Dates
Employees are paid semi-monthlyby-weekly on Friday., with pay on approximately the 15th of each month for hours worked from the first through the fifteenth of that same month and paid on approximately the last day of each month for hours worked from the sixteenth through the last day of that same month.

In the event the City moves to biweekly pay periods, the City may mitigate the effects of this pay date move with a one-time advance of one thousand five hundred dollars ($1,500), to be paid back to the City in equal installments over the second, third and fourth paycheck following implementation of biweekly pay periods.

2.3 Pay for New or Rehired Employees
The City Manager may appoint a new employee in a Covered Position at any salary amount from the minimum amount to the maximum amount of the employee’s classification.

2.4 Pay Upon Promotion
An employee promoted to a Covered Position may receive any salary amount from the minimum amount to the maximum amount of the employee’s promoted classification; however, the employee shall receive at least a five percent (5%) increase over his/her current Item #6.6.

Salary and Benefits – Executive Management

(pre-promotion) classification but not exceeding the maximum amount of the promoted classification.

2.5 Pay Upon Demotion
An employee demoted to a Covered Position shall receive a pay reduction of five percent (5%) over his/her current (pre-demotion) classification but not less than the minimum nor exceeding the maximum of the demoted classification.

2.6 Pay Upon Reclassification
A. If the position is reclassified to a classification with the same salary range, the salary and merit increase eligibility date will not change.

B. If the position is reclassified to a classification with a higher salary range, the reclassification will be considered to be a promotion.

C. If the position is reclassified to a classification with a lower salary range, the reclassification will be considered to be a demotion.

2.7 Merit Increases
Advancement within the salary range is not automatic for merely completing a specific period of service, but rather based on merit as documented on a performance evaluation form, with said performance evaluation form in a manner prescribed by the City Manager.

If a performance evaluation is not submitted within fifteen (15) months following the employee’s last merit increase, then performance is deemed to be satisfactory, and the employee will receive a five percent (5%) merit increase effective beginning of the pay period closest to the prior merit increase received twelve (12) months earlier1.

A Covered Position shall be considered for a merit increases at least annually; however, the City Manager may grant a merit increase more frequently than annually.

No predetermined percentage or dollar value is assigned to a merit increase; a merit increase shall exceed the maximum pay of the employee’s classification.

2.8 Service Longevity Pay
An employee in a Covered Position receives a one-time Service Longevity Pay calculated on the employee’s annualized base pay for completion of a specific number of years of service with the City according to the following schedule:

Completion of “x” years of Calistoga Service Percentage of Annualized Base Pay 5 years 1.5%
10 years 2.0%
15 years 2.0%
20 years 2.5%
25 year, and each 5 years thereafter 2.5%
1 Said more plainly, if a performance evaluation is not conducted or is more than three months “late”, then the employee’s performance is deemed satisfactory and the employee receives a timely (retro) merit increase on that yearly merit increase consideration date.

Item #6.6.

Salary and Benefits – Executive Management

Service Longevity Pay shall be paid by the City to the employee on the paycheck closest to the hire date anniversary with the City. If the employee has left City service and later returns to City service, then the most recent hire date is used in determining the appropriate payment schedule although all years of service are considered in determining the percentage to be paid.

2.9 Working Out of Class
An employee in a Covered Position working in an out-of-class assignment for more than three (3) consecutive days receives an increase of ten percent (10%) within the employee’s current salary range. Benefits of the higher classification are not available, and the employee will continue to receive the benefits of the employee’s assigned (i.e., not working out of class) classification.

3. Benefits

3.1 Medical Benefits
Employees in a Covered Position are members of the Public Employees Medical and Hospital Care Act (“PEMHCA” or “PERS Health”) insurance program. The City’s monthly contribution to provide health insurance benefits for the individual employee and the employee’s eligible dependents shall be the minimum payment required by the PEMHCA.

3.2 Flexible Benefits Plan
Employees in a Covered Position may participate in the flexible benefits plan. The City offers an Internal Revenue Code Section 125 Plan, which contains the components of premium conversion, health care reimbursement account, and dependent care reimbursement account.

A. The City’s contributes the below-listed amounts per month toward each employee’s Section 125 Plan components:

1. 100% of the Dental Plan monthly premium amount, less the 10% employee contribution, paid through a payroll deduction.

2. 100% of the Medical Plan monthly premium amount for any eligible PEMHA plan, less the minimum premium payment required by CalPERS (see Section 5, Medical Benefits) and less the 10% employee contribution, paid through a payroll deduction.

3. 100% of the Vision Plan monthly premium amount, less the 10% employee contribution amount, paid through a payroll deduction.

B. An employee may use any and all City contributions to the Section 125 Plan toward the cost of employer provided PEMHCA medical insurance and dental insurance for the employee and eligible dependents. An employee may not use funds for other reasons.

3.33.2 Share the Savings / Alternate Health Insurance
An employee in a Covered Position who waives health insurance because the employee demonstrates to the City that he/she has alternate health insurance coverage shall receive three hundred dollars ($300) per month. Annually, the employee who participates in this Share the Savings program will need to recertify eligibility by documenting to the City the employee’s Item #6.6.

Salary and Benefits – Executive Management

alternate health insurance coverage. Effective with payments beginning in January 2023, the Share the Savings amount shall increase from three hundred dollars ($300) to four hundred dollars ($400) per month.

3.43.3 Supplemental Retiree Health Insurance Reimbursement A. Eligibility

1. The City offers a Supplemental Retiree Health Insurance Reimbursement for eligible unrepresented employees of:
• Administrative Services Director
• Fire Chief
• Planning and Building Director
• Police Chief
• Public Works Director/City Engineer

2. An eligible employee must have a minimum of ten (10) years of continuous service with the City and has been continuous employed since April 21, 2015 or earlier.

B. Benefit

1. The City’s reimbursement is calculated at the rate of three percent (3%) per City service years to a rate of three and one-half percent (3.5%) per City service years after twenty years of continuous City service.

Years of Continuous
Service with City
Total Percent of Combined
Required CalPERS Retiree
Contribution and City Supplemental
Reimbursement for Single Kaiser
Premium for 3% per year
Total Percent of Combined
Required CalPERS Retiree
Contribution and City Supplemental
Reimbursement for Single Kaiser
Premium for 3.5% per year
10 30.0%
11 33.0%
12 36.0%
13 39.0%
14 42.0%
15 45.0%
16 48.0%
17 51.0%
18 54.0%
19 57.0%
20 70.0%
21 73.5%
22 77.0%
23 80.5%
24 84.0%
25 87.5%
26 91.0%
27 94.5%
28 98.0%
29 100%
30 and greater 100%

2. Retirees must be eligible for CalPERS Retiree Medical Coverage and required City retiree premium payment. This means that the retiree must retiree from the City of Calistoga, be vested in CalPERS, and continue participation in CalPERS PEMHCA within one hundred twenty (120) days of retirement.

Item #6.6.

Salary and Benefits – Executive Management

3. Supplemental Retiree Health Insurance Reimbursement amount based on difference of the required CalPERS Retiree premium payment as a percentage to the Kaiser single premium (of the plan offered within Napa County) and the percentage in the table above based on years of continuous City service at time of retirement.

In no event will the combined CalPERS premium payment and City Supplemental Reimbursement be greater than 100% of the Kaiser single premium (of the plan offered within Napa County).

4. Continuous City employment means from initial hire date to date of retirement. If the retiree left City employment and then returned, the subsequent date of hire will begin a new period of employment for the determination of continuous City employment. This would not include statutory leaves for military, industrial disability, extended sick of Family Medical.

5. Supplemental payments will continue as long as the retiree in participating in CalPERS PEMHCA to when eligible for Medicare coverage.

6. Eligibility for the Supplemental Retiree Health Insurance Reimbursement will be authorized by the City Manager upon notification that the retiree is continuing to participate in the CalPERS PEMHCA.

7. Supplemental Retiree Health Insurance Reimbursement will be made on a monthly basis, in arrears, as a direct deposit or check to the retiree based on information provided by CalPERS on retiree participation in CalPERS PEMHCA.

3.53.4 Dental Insurance
An employee in a Covered Position is eligible for dental insurance coverage for the employee and eligible dependents beginning the first of the monthly following appointment with the City.

3.63.5 Vision Insurance
An employee in a Covered Position is eligible for vision insurance coverage for the employee and eligible dependents beginning the first of the month following appointment with the City.

3.73.6 Life Insurance
An employee in a Covered Position is eligible for life/accidental death and dismemberment insurance coverage for the employee beginning the first of the month following appointment with the City. The City pays 100% of the monthly premium for the life insurance. The life insurance policy is valued at 1x the employee’s annual salary.

The City may offer supplemental life insurance policies, at the employee’s cost, for additional life insurance coverage for the employee and/or the employee’s eligible dependents.

3.83.7 Disability Insurance
An employee in a Covered Position is eligible for disability insurance for the employee beginning the first of the month following appointment with the City. The City pays 100% of the monthly premium for the disability insurance. The policy provides a benefit equal to 66-2/3% of the Item #6.6.

Salary and Benefits – Executive Management

employee’s first $1,500 of salary, less deductible income, if the employee is unable to work due to injury/illness lasting seven (7) days or longer.

3.93.8 CalPERS Retirement
A. Employees Hired Before May 1, 2012
For employees hired before May 1, 2012 only, the City shall provide employees with retirement coverage through the Public Employees’ Retirement System (PERS) including the following:
• Government Code §20965, Sick Leave Service Credit, and • Either:
o Government Code §21354.4 – 2.5% @ 55 formula for PERS “miscellaneous” members (i.e., non-safety employees), or
o Government Code §21354.3 – 3% @ 55 formula for PERS fire safety members, or
o Government Code §21354.3 – 3% @ 55 formula for PERS police safety members B. Employees Hired on or after May 1, 2012 and Before January 1, 2013, or Employees who qualify for PERS Reciprocity
For employees hired on or after May 1, 2012 and before January 1, 2013, as well as for employees who qualify for pension reciprocity pursuant to Government Code §7522.02(c) and any related reciprocity requirements established by PERS, the City shall provide retirement coverage of:
• Government Code §20965, Sick Leave Service Credit, and • Either:
o Government Code §21353 – 2% @ 60 formula for PERS “miscellaneous” members (i.e., non-safety employees),or
o Government Code §21369 – 2% @ 55 formula for PERS fire safety members, or o Government Code §21369 – 2% @ 55 formula for PERS police safety members C. Employees Hired on or After January 1, 2013
For employees hired on or after January 1, 2013 who do not qualify for pension reciprocity pursuant to Government Code §7522.02(c) and any related reciprocity requirements established by PERS, the City shall provide retirement coverage of:
• Government Code §20965, Sick Leave Service Credit, and • Either:
o Government Code §7522.20 – 2% @ 62 formula for PERS “miscellaneous” members (i.e., non-safety employees), or
o Government Code §755.25 – 2% @ 57 formula for PERS fire safety members, or o Government Code §755.25 – 2% @ 57 formula for PERS police safety members D. Employee Contributions
All employees shall pay the full employee’s share of PERS employee contribution as determined by PERS; the City shall not pick up any portion of the required employee contribution.

Item #6.6.

Salary and Benefits – Executive Management

3.103.9 Deferred Compensation – 457 Plan
An employee in a Covered Position may make a voluntary payroll deduction into the Internal Revenue Code 457 deferred compensation plan, subject to the contribution limits established by the Internal Revenue Service.

3.113.10Deferred Compensation – 401(a) Plan
A fire safety employee and a police safety employee in a Covered Position who is a PEPRA tier participant in the City’s CalPERS Retirement Plan receives a five percent (5%) of pre-tax base salary contribution to the Calistoga 401(a) Money Purchase Plan account, up to the annual limit under IRC §415(c), which is equal to the lesser of (i) one hundred percent (100%) of each said PEPRA employee’s IRC 415 compensation or (ii) the dollar limit in effect for the year.

These contribution limits are inclusive of the contributions of City, which also includes any other 401(a) accounts said PEPRA employees hold with the City or any other entities related to the City that meets the controlled group rules under IRC §414(b), the common control rules under IRC §414(c), or the affiliated service group rules under IRC §414(m) as set forth in the Internal Revenue Code.

Because the City’s contribution is derived from base salary, the City’s dollar contribution 401(a) Money Purchase Plan account shall increase with any increase to the employee’s base salary, subject to the contribution limits set forth above.

In no event will the City contribution exceed five percent (5%) of the employee’s pre-tax base salary.

No employee contribution is permitted to the employee’s Calistoga 401(a) Money Purchase Plan account.

3.123.11Social Security and Medicare
Each employee in a Covered Position has coverage under Federal Social Security in accordance with the provisions of law. The system requires contributions by both the employee and City in accordance with schedules provided by the federal government.

Each employee in a Covered Position has coverage under Medicare in accordance with the provisions of law. The system requires contributions by both the employee and City in accordance with schedules provided by the federal government.

3.133.12Uniform Allowance
The City Manager is authorized to provide the Fire Chief with uniforms, uniform cleaning and replacement, and/or a uniform allowance in the same manner as the City provides uniforms, uniform cleaning and replacement to fire safety employees represented by the California Professional Firefighters’ Association.

The City Manager is authorized to provide the Police Chief with uniforms, uniform cleaning and replacement, and/or a uniform allowance in the same manner as the City provides uniforms, uniform cleaning and replacement to police safety employees represented by the California Police Officers’ Association.

Item #6.6.

Salary and Benefits – Executive Management

4. Incentives and Differentials

4.1 Bilingual Pay
Each employee in a Covered Position who qualified shall receive five percent (5%) of base salary as bilingual differential at the discretion of the City Manager. Generally, bilingual skills should be relevant to the provision of City services in the City of Calistoga. An employee shall be deemed qualified who is determined by the City to be fluent in an appropriate language as determined by the City Manager.

4.2 Automobile Allowance
Each employee in a Covered Position receives an automobile allowance of one hundred fifty dollars ($150) per month. Effective January 1, 2023, the automobile allowance is increased from one hundred dollars ($150) to two hundred dollars ($200) per month. Effective beginning of the pay period which includes January 1, 2024, the automobile allowance is increased from two hundred dollars ($200) per month to two hundred fifty dollars ($250) per month. The City Manager may authorize, in lieu of the automobile allowance, the employee use of a City vehicle.

Employees who receive an automobile allowance shall not be otherwise eligible for reimbursement of vehicle expenses, except for work-related trips exceeding one hundred (100) miles round trip.

4.3 Technology Allowance
Each employee in a Covered Position receives two hundred dollars ($200) per month technology allowance for use of the employee’s personal internet, laptop and cellphone services to conduct City business.

4.4 Educational Reimbursement
An employee in a Covered Position is eligible to receive up to one thousand dollars ($1,000) per fiscal year for reimbursement of expenditures on tuition, books, travel and any other costs associated with the employee’s successful completion of any professional or educational program approved by the City Manager. This benefit is funded at the maximum “pooled” total of five thousand dollars ($5,000) per fiscal year and is available beyond employees in a Covered Position (see other employees’ collective bargaining agreements and/or other salary/benefit documents for other employees’ eligibility for pooled dollars) on a first-come, first-served basis.

Once the total annual benefit amount is reached, the benefit is no longer available to any employee until the next fiscal year.

4.5 Relocation Expense
The City Manager is authorized to provide relocation compensation of up to $5,000 for those individuals who have accepted employment with the City of Calistoga in a Covered Position and are moving to Napa County or within a 25-mile drive of the City of Calistoga.

5. Vacation
A. The City believes that its employees and the City benefit when employees have scheduled time away from work for relaxation and recreation. In order to provide for such absence without concern for continuation of pay, the City has adopted the following paid vacation leave plan for employees in Covered Position:

Years of City Service Hours per Year Maximum Accrued Hours 1 through 3 80 hours 240 hours
4 through 6 120 hours 360 hours
Item #6.6.

Salary and Benefits – Executive Management

7 or more 160 hours 480 hours
The City Manager may place an employee in a Covered Position on the vacation accrual schedule based on the employee’s total years of public service experience.

An employee shall not accrue vacation once the accrued vacation hours have been reached (i.e., three times the annual accrual rate). An employee who had exceed the maximum begins to accrue vacation when the employee’s balance is reduced below his/her maximum.

Vacation leave shall be taken with the City Manager’s approval.

Vacation shall not include any official City holidays when occurring during the scheduled vacation period.

Upon employment separation from the City, an employee receives pay for his/her current vacation leave balance at the employee’s equivalent hour rate of base pay.

B. Prior to the beginning of next calendar year, an employee wishing to cash out up to eighty (80) hours of vacation accruals may make such a request before the end of the current calendar year. The election is irrevocable. Payment will be made upon the employee’s request, before December 31 of the next calendar year, but no sooner than at the time the employee has accrued the number of vacation hours requested to be cashed out.

6. Sick Leave
A. The City provides a sick leave program for the purpose of minimizing the economic hardships that may result from unexpected personal or dependent illness or injury. It is not intended for incidents of minor discomfort.

B. Accrual. Sick leave shall be accrued at the rate of eight (8) hours for each calendar month of service.

C. Use. Sick leave may be used for personal illness or injury, emergency, or routine medical or dental appointments, and for reasonable travel time to and from health care facilities.

D. Family Care. Up to twenty-four (24) hours of sick leave may be used per calendar year to care for members of the Employee’s immediate family who are ill or injured. Immediate family means: parent, step-parent, and any other family member living in the same household as the Employee.

E. Personal Leave. Employees have the option of taking a maximum of up to three (3) days sick leave each year as personal leave days. An Employee may take personal leave if the Employee has a current sick leave balance that is at least equal to the number of personal leave days the Employee opts to take. Employees are required to obtain approval from the City Manager prior to taking personal leave.

F. Buy-Out. On completion of the fifth (5th) year of service, based on the anniversary date of initial hire, City may purchase from each Employee covered hereunder all but fifteen (15) of the accumulated sick leave days for non-safety Employees and twenty (20) of the accumulated sick leave days for safety Employees, at the rate of twenty-five percent (25%) of the covered Employee’s then existing wage. At each Employees’ option, said buy-out may Item #6.6.

Salary and Benefits – Executive Management

occur earlier than set forth hereinabove, so long as the buy-out occurs on or about the anniversary date of initial hire and there remains a minimum sick leave bank of fifteen (15) accumulated days. Employees who are absent without pay for any reason for more than ten (10) working days during a calendar month shall not accumulate sick leave for that month. If an Employee’s employment is terminated for any reason, there will be deducted from the final check the amount of sick leave taken during employment with City in excess of the amount accrued.

G. Upon Employment Separation. An employee in a Covered Position shall have twenty-five percent (25%) of his/her accrued sick leave paid out to the employee, based on the employee’s equivalent hourly rate of base pay, upon employment separation.

7. Executive Management Administrative Leave
A. In recognition that their responsibilities occasionally require work in excess of the normal forty (40) hour work week, FLSA-exempt employees receive an Administrative Leave benefit.

This is in lieu of any payment or compensatory time off for work performed in excess of forty (40) hours per week.

B. Eighty (80) hours of Administrative Leave shall be granted annually to an employee in a Covered Position effective January 1 of each calendar year.

A new employee receives a pro-rata lump sum number of Administrative Leave hours based on the number of full pay periods remaining in the calendar year.

An employee who works less than full-time receives Administrative Leave on a pro rata basis.

An employee who promotes into a Covered Position and has unused accrued compensatory time off will be paid off for all accrued compensatory time off (CTO) hours based on the equivalent hourly rate of pay of the classification last held. A management employee who receives Administrative Leave and who is promoted into a Covered Position receives the full calendar year allotment of Executive Management Administrative Leave less the nonExecutive Management Administrative Leave the employee already received for that calendar year.

C. Subject to advance approval by the City Manager, Administrative Leave may be taken at any time during the calendar year and must be taken within the calendar year in which it is given.

D. No employee shall carry over Administrative Leave from one calendar year to another.

E. An employee in a Covered Position who has unused Administrative Leave at the end of the calendar year shall have his/her unused Administrative Leave paid out to the employee, based on the employee’s equivalent hourly rate of base pay, with such payment made during January of the subsequent calendar year.

Item #6.6.

Salary and Benefits – Executive Management

F. An Executive Management employee who leaves City employment and who has unused Administrative Leave shall be paid out said unused Administrative Leave at the employee’s equivalent hourly rate of base pay upon employment separation.

8. Bereavement Leave and Other Leaves

8.1 Bereavement Leave
Employees may have three (3) work days leave of absence for each death in their immediate family for the purpose of bereavement and for the arranging of, and attendance at, the funeral.

Immediate family means:
• Father
• Mother
• Father in-law
• Mother in-law
• Stepparent where there is a child rearing
relationship
• Grandparent
• Brother
• Sister
• Brother in-law
• Sister in-law
• Spouse
• Domestic partner
• Child
• Employee is a parent in a child rearing
relationship
• Stepchild where there is a child rearing
relationship
• Grandchild
If an Employee must attend a funeral more than five hundred (500) miles from the City, or if the death is to a member of the Employee’s extended family, then the Employee has the option to use up to three (3) days of sick leave from his/her current sick leave balance in addition to any leave provided above.

The Employee may be required to submit proof of the relative’s death before final approval of leave with pay is granted.

8.2 Other Leaves
Consult the City’s Personnel Rules for leaves that apply to employees in Covered Positions:
• Jury Duty
• Witness Duty
• Maternity Leave
• Unpaid Leave of Absence
• Military Leave
• Medical Leave – Non-Occupational
• Medical Leave – Work-Related
• Time Off to Vote
Item #6.6.

Salary and Benefits – Executive Management

9. Holidays
A. The City recognizes the following days as official City holidays and employees in a Covered Position normally scheduled to work on these days will be given the day off with pay:
• New Year’s Day January 1
• Martin Luther King Jr. Birthday 3rd Monday in January • Presidents’ Day 3rd Monday in February
• Memorial Day Last Monday in May
• Juneteenth June 19
• Independence Day July 4
• Labor Day 1st Monday in September
• Veterans’ Day November 11
• Thanksgiving Day 4th Thursday in November
• Day after Thanksgiving
• Christmas Eve December 24
• Christmas Day December 25
B. If one of the holidays listed above falls on a Sunday, then it shall be observed on the following Monday. If one of the holidays listed above falls on a Saturday, then it shall be observed on the previous Friday.

C. When a day is proclaimed by the Mayor of the City for a day of mourning, or holiday, then each employee in a Covered Position is granted time off with pay from his/her scheduled hours.

D. An employee in a Covered Position receives two (2) floating holidays (total 16 hours) per calendar year, which may be taken at a time mutually agreeable to the employee and the City Manager. Unused floating holiday time is not carried over into the following calendar year. Employees hired between May 1 and August 31 are credited with twelve (12) hours of floating holiday time for that calendar year, and employees hired between September 1 and December 31 are credited with eight (8) hours of floating holiday. Unused floating holiday hours have no cash value upon an employee’s separation from City employment.

10. Severance
A. An employee in a Covered Position does not serve a probationary period, is designed as atwill, serves at the discretion of the City Manager, and may be terminated at any time by the City Manager.

B. If an employee in a Covered Position is terminated without cause, or if the City Manager requests the employee to resign for reasons other than with cause, then the City will provide a severance payment equal to four (4) months of the employee’s base salary. This severance shall be paid in a lump sum or the employee may defer receipt of the lump sum payment until January 15th of the following calendar year. No other sums are due to the employee, except those specifically identified in this document (e.g., payout of vacation, sick leave and administrative leave).

Item #6.6.