Agenda — Calistoga City Council, April 30, 2024

Mayor
Donald Williams
Vice Mayor
Irais Lopez-Ortega
Councilmembers
Lisa M. Gift
Scott Cooper
Kevin Eisenberg
AGENDA
City Council
Tuesday, April 30, 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: 8418 107 0479, 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. 4.30.24 Public Comment 7 - 8

4. CITY MANAGER’S REPORT

5. PROCLAMATIONS/PRESENTATIONS/ AWARDS

5.1. Boys and Girls Club Presentation

5.2. Fire Department Annual Update
Annual Update 2024 PDF
9 - 17

5.3. Proclamation Proclaiming May 5 - 11, 2019, as Municipal Clerk’s Week Staff Report - Proclamation Proclaiming May 5 - 11, 2019, as Municipal Clerk’s Week - Pdf
18 - 19

6. CONSENT CALENDAR

6.1. 1. Authorizes the City Manager to award a purchase order in an amount not to exceed $33,347.46 to T&S Intermodal Maintenance, Inc. to construct the Community Center and Museum Hardscape
Improvement Project.

2. Approves the Project construction budget in the amount of $40,000 that includes a contingency of 20% for change orders and authorizes the Public Works Director to negotiate and approve change orders, up to the approved construction budget amount.

3. Directs staff to issue a purchase order to T&S Intermodal Maintenance, Inc. and otherwise administer the Project.

4. Waives any informalities or irregularities in T&S Intermodal Maintenance, Inc. bid.

Recommended Action:

Consider adopting resolution.

Staff Report - Purchase Order Award to T&S Intermodal Maintenance, Inc. for the Community Center and Museum Hardscape Improvement Project - Pdf
20 - 33

6.2. City Council Approval of Loan Documents for Extension of City of Calistoga Loan at La Pradera Apartments
Recommended Action:

Page 2 of 178 ends

asking the Council to delegate authority to the Mayor and City Manager to negotiate and execute documents in substantially the form as the attached draft Loan Documents, subject to review and approval of the City Attorney. Staff anticipates that an additional agreement, namely a Subordination Agreement from City in favor of the California Department of Housing and Community Development (HCD) will be required in connection with this loan extension and will be part of the Loan Document package. HCD, however, has not yet provided this document, and staff is requesting that the City Manager be authorized to negotiate and execute such subordination agreement, provided that it has been reviewed and approved by the City Attorney and found to contain reasonable and appropriate terms and conditions.

Staff Report - Loan Extension Request for La Pradera Apartments - Pdf

6.3. Consider Approving the Minutes
Recommended Action: Consider Approving the Minutes
Staff Report - Adopting the Minutes of April 9, 2024, October 21, 2022 and December 20, 2022 - Pdf
107 - 117

6.4. Consideration of a Resolution directing the City Engineer to prepare and file a report for the Palisades Subdivision Landscape Maintenance District 2024/2025 Assessment in accordance with Article 4 of Chapter 1 of the Streets and Highways Code.

Recommended Action:

Consider Adopting Resolution.

Staff Report - Prepare and File a Report for the Palisades Subdivision Landscape Maintenance District (LMD) 2024/2025 Assessment - Pdf 118 - 120

6.5. Consideration of a Resolution directing the City Engineer to prepare and file a report for the Silverado Place Subdivision Landscape Maintenance District 2024/2025 Assessment in accordance with Article 4 of Chapter 1 of the Streets and Highways Code.

Recommended Action:

Consider Adopting Resolution.

Staff Report - Prepare and File a Report for the Silverado Place Subdivision Landscape Maintenance District (LMD) 2024/2025 Assessment - Pdf
121 - 123

6.6. Consideration of a Resolution that:

1. Conditionally awards a construction contract to VSS International, Inc. for the 2024 Slurry Seal Project Phase II (Project) in an amount not to exceed $525,325, subject to VSS International, Inc. providing all documents in satisfaction of the bid award requirements.

2. Approves the Project construction budget in the amount of $650,000 that includes a contingency of 24% for change orders and special inspections and authorizes the Public Works Director to negotiate and approve contract change orders, and contract with a special inspections firm, up to the approved construction budget amount. 124 - 135

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3. Authorizes the City Manager to execute the Project contract on behalf of the City of Calistoga.

4. Directs staff to issue a notice of award to VSS International, Inc. and otherwise administer the Project.

5. In the event VSS International, Inc. is unable to meet the conditions of the award, the construction contract will be awarded to the second lowest bidder Northwest Paving, Inc.

Recommended Action:

Consider adopting resolution.

Staff Report - Award a Construction Contract to VSS International, Inc. for the 2024 Slurry Seal Project Phase ll in an Amount Not to Exceed $525,325 - Pdf

6.7. Consider Adopting a Resolution Appointing Councilmember Liaisons to Public Advisory Bodies and Establishing Liaison Expectations Recommended Action: Consider Adopting the Resolution
Staff Report - Appointing Councilmember Liaisons to Public Advisory Bodies and Establishing Liaison Expectations - Pdf
136 - 139

7. PUBLIC HEARING

7.1. Conduct a public hearing under the requirements of Tax and Equity Fiscal Responsibility Act (“TEFRA”) on April 30, 2024 in connection with the proposed issuance of revenue bonds by the California Municipal Finance Authority (the “CMFA”), a joint exercise of powers authority and public entity of the State of California, in an amount not to exceed $27,000,000, (the “Bonds”), to finance or refinance the acquisition, rehabilitation, improvement and equipping of a multifamily rental housing project located at 38 Brannan Street, Calistoga, California (the "Project").

Recommended Action:

Conduct the public hearing under the requirements of TEFRA and the Internal Revenue Code of 1986, as amended (the “Code”) and consider adopting the resolution approving the issuance of the Bonds by the CMFA for the benefit of Hunt Pradera II LP (the “Borrower”) a partnership of which (the “Developer”) or a related person to the Developer, to provide for the financing of the Project, such adoption is solely for the purposes of satisfying the requirements of TEFRA, the Code and the California Government Code Section 6500 (and following).

Staff Report - Conduit financing for the Hunt’s Grove and La Pradera Apartments Affordable Housing Project - Pdf
140 - 143

8. GENERAL GOVERNMENT

8.1. Consider Authorizing the City Manager to Execute and Make Minor Modifications to Amendment No. 3 to Funding Agreement No. 842 with the Napa Valley Transportation Authority (NVTA) for additional construction contingency funding for the St. Helena to Calistoga Vine Trail Project in an Amount Not to Exceed $140,000.
144 - 151

Page 4 of 178 ends

Recommended Action:

Consider adopting resolution.

Staff Report - Napa Valley Vine Trail (NVTA) – Calistoga to St. Helena Segment – Amendment No. 3 to Funding Agreement No. 842 - Pdf

8.2. Seeking City Council direction on the terms of a license agreement for use of the City's Monhoff building and for a professional services agreement, both with the Boys and Girls Club of St. Helena and Calistoga.

Recommended Action: Provide direction on the terms of a license agreement for use of the City's Monhoff building and for a professional services agreement, both with the Boys and Girls Club of St. Helena and Calistoga.

Staff Report - The Boys and Girls Club of St. Helena and Calistoga for use of the City of Calistoga Monhoff building - Pdf
152 - 178

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 23, 2024, by 4:30 p.m.

Yudiana Galvan, City Clerk

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From: T Rutledge
To: Public Comment
Date: Tuesday, April 9, 2024 3:17:48 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 County and City Officials,
I am writing to express my hope that a transfer of ownership of the Napa County Fairgrounds will be finalized, thus saving the historic Calistoga Speedway. I understand that much effort and work is ongoing, which is immensely appreciated by the racing enthusiasts nationwide.

Calistoga Speedway is one of only two remaining half-mile dirt tracks in California and has a history that dates back to 1937. That history includes the names of countless race drivers and car owners who became elite figures in auto racing. The annual "Louie Vermeil Classic" honors Calistoga resident Louie Vermeil, the driving force behind Auto Racing at Calistoga Speedway on The Napa County Fairgrounds.

Calistoga and the Napa Valley are rich in history, and I believe the Fairground Speedway is one of the most unique and memorable dirt tracks.

Thank you for allowing me to express my desire to see racing continue at Calistoga Speedway for many years to come.

Regards,
Ted Rutledge
Woodside, CA
PLEASE EMAIL THE FOLLOWING. THANK YOU!
Copy and Paste these email addresses into your "to" email field [email protected]
Item #3.1.

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From: Claudia Aceves
To: Public Comment
Subject: Follow-up on Item 6.6 decision from 4/9 meeting Date: Tuesday, April 30, 2024 1:57:36 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.

Council members,
The council had already approved the executive and mid-management salary and benefits resolutions, which went into effect January 1, 2023, meaning the flexible spending account program existed in that resolution all of last year, including December 2023 when open enrollment occurred. The city employee did in good faith sign up before the deadline and was informed by HR that they could not enroll because the program wasn't available.

How is it possible that the program wasn't available while an employee attempted to enroll if it is just recently appeared before council to amend and remove the program? It's extremely unclear who made the decision to cancel it during the middle of the enrollment period and who approved it. Council obviously did not, since it was only just in front of you.

It is unfortunate the council could not get more of their questions answered during this meeting to be able to advocate for this employee and were encouraged not to continue the item before it was approved. As council member Lopez-Ortega mentioned, this program is meant to help retain staff members and retention has been an issue for the city. I understand you will be revisiting this decision and hopefully there will be clarification about where communication went wrong, so that going against an employee's right to enroll in a program does not happen again.

At the end of the day, the employee who attempted to enroll should already be enrolled this year. Not waiting another year for the next opportunity to attempt to enroll. The Calistoga Public Employee Association denied the request for this amended because even if no one is enrolled now, there is no reason to take that opportunity away from any current or future staff member who may need it sooner or later, as should be the case for mid-management and executive staff.

Best,
Claudia Aceves
CPEA President
Item #3.1.

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Item #5.2.

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2 Calistoga Fire Department
City Council Annual Update
April 30, 2024
Item #5.2.

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3 Thank You Chief Campbell
 Fire Chief Steve Campbell retired (38 years of service) Item #5.2.

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4 Department Organization
Fire Chief
Captain
(A Shift)
Engineer
Firefighter
Part‐time
Firefighter
Captain
(B Shift)
Engineer
Firefighter
Part‐time
Firefighter
Captain
(C Shift)
Engineer
Firefighter
Part‐Time
Firefighter
Item #5.2.

Page 12 of 178 ends

5 2023 Incident Volume
1146
1199
308
0 200 400 600 800 1000 1200 1400
20222023
2024*

ANNUAL CALLS FOR SERVICE
2023 – 261 overlapping calls for service (21.77%)
*2024 Incident Volume (1/1/2024‐3/31/2024)
Item #5.2.

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6 2023 Incident Statistics
Item #5.2.

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7 Public Education
CFD places a high priority on public education and teaches safety and preparedness on a regular basis. Some of the education provided in 2023 included: Calistoga High School L-MIT Inventeam Numerous class visits Read Across America City of Calistoga Safety Day Senior Health Fair Hands Only CPR training Countless station tours Item #5.2.

Page 15 of 178 ends

8 Training
With a staff completing 2,501 hours of training in 2023, CFD achieved goals on several professional development initiatives. This included Fire Attack, Incident Command, Roadway Incidents, Electrical, Gas, and Propane Emergencies, HRT (Helicopter Rescue), and Emergency Medical Services to name a few.

Item #5.2.

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9 2023 Major Accomplishments
 Fire Department Fee Schedule New Probationary Firefighter training program Regional grant MOU Office of Traffic Safety grant application submitted  FEMA AFG grant application submitted Updated OES salary reimbursement rates Updated OES administrative reimbursement rate from 10% to 25.9%
 New scheduling management program Records Management System software replaced All members completed Galleri Cancer Screening Tablet Command incident management application Item #5.2.

Page 17 of 178 ends

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Rachel Melick, Parks & Recreation Director
Meeting: City Council - Apr 30 2024
Subject: Proclamation Proclaiming May 5 - 11, 2019, as Municipal Clerk’s Week DESCRIPTION:

Proclamation Proclaiming May 5 - 11, 2019, as Municipal Clerk’s Week RECOMMENDATION:

Proclaim the week of May 5 through 11, 2024, as Professional Municipal Clerks Week.

BACKGROUND/SUMMARY:

This year, May 5 through May 11, will be the 55th Annual Professional Municipal Clerks Week, initiated in 1969 by the International Institute of Municipal Clerks and is endorsed by all of its members throughout the United States, Canada and 15 other countries. In 1984 and in 1994, Presidents Ronald Reagan and Bill Clinton, respectively, signed a Proclamation officially declaring Professional Municipal Clerks Week the first full week of May and recognizing the essential role Municipal Clerks play in local government.

ANALYSIS:

The purpose of Professional Municipal Clerks Week is to recognize the vital and appreciated services performed by Municipal and Deputy Clerks in serving the changing needs of their communities.

CEQA STATUS:

None
FINANCIAL IMPACT:

None
ATTACHMENT(S):

Proclamation 55th ANNUAL PROFESSIONAL MUNICIPAL CLERKS WEEK APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Apr 18 2024 Laura Snideman, City Manager Approved - Apr 22 2024
Yudiana Galvan, City Clerk Approved - Apr 22 2024
Item #5.3.

Page 18 of 178 ends

Proclamation
55th ANNUAL PROFESSIONAL MUNICIPAL CLERKS WEEK
May 5 - 11, 2024
Whereas, The Office of the Professional Municipal Clerk, a time honored and vital part of local government exists throughout the world, and
Whereas, The Office of the Professional Municipal Clerk is the oldest among public servants, and Whereas, The Office of the Professional Municipal Clerk provides the professional link between the citizens, the local governing bodies and agencies of government at other levels, and Whereas, Professional Municipal Clerks have pledged to be ever mindful of their neutrality and impartiality, rendering equal service to all.

Whereas, The Professional Municipal Clerk serves as the information center on functions of local government and community.

Whereas, Professional Municipal Clerks continually strive to improve the administration of the affairs of the Office of the Professional Municipal Clerk through participation in education programs, seminars, workshops and the annual meetings of their state, provincial, county and international professional organizations.

Whereas, It is most appropriate that we recognize the accomplishments of the Office of the Professional Municipal Clerk.

Now, Therefore, I, Donald Williams, Mayor of the City of Calistoga, do recognize the week of May 5 through 11, 2024, as Professional Municipal Clerks Week, and further extend appreciation to our Professional Municipal Clerk, Yudiana Galvan and to all Professional Municipal Clerks for the vital services they perform and their exemplary dedication to the communities they represent.

Dated this Thirtieth Day of April, 2024
Mayor Attest: ____________________________
Item #5.3.

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City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council - Apr 30 2024
Subject: Purchase Order Award to T&S Intermodal Maintenance, Inc. for the Community Center and Museum Hardscape Improvement Project DESCRIPTION:

1. Authorizes the City Manager to award a purchase order in an amount not to exceed $33,347.46 to T&S Intermodal Maintenance, Inc. to construct the Community Center and Museum Hardscape Improvement Project.

3. Directs staff to issue a purchase order to T&S Intermodal Maintenance, Inc. and otherwise administer the Project.

4. Waives any informalities or irregularities in T&S Intermodal Maintenance, Inc. bid.

RECOMMENDATION:

Consider adopting resolution.

BACKGROUND/SUMMARY:

The city owns and maintains the hardscape space adjacent to the Community Center and behind the Sharpsteen Museum. The project will consist of replacing this concrete area in order to make it more accessible. The existing hardscape is severely broken up and unlevel. The recommended repair at this stage is to demolish and replace it with new concrete.

The contract award is for T&S Intermodal Maintenance, Inc., to provide construction services to purchase and install the improvements. T&S Intermodal Maintenance, Inc. services were competitively bid through the Gordian/Sourcewell ezIQC®, process. The ezIQC® process streamlines procurement by taking advantage of the “already competitively bid” processes that meet California public contracting requirements.

Staff has reviewed the bid from T&S Intermodal Maintenance, Inc. and recommends that the City Council award the contract to T&S Intermodal Maintenance, Inc.

CEQA STATUS:

Per CEQA guidelines section 15301(b) this project is replacing existing facilities with negligible or no expansion of use, and therefore exempt from CEQA.

Item #6.1.

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FINANCIAL IMPACT:

The Project is included in the FY23/24 Budget under Account No. 01-5653-4915 - Facility Improvements – Community Center which has a remaining balance of $89,000 in available funding.

The total project cost of $40,000 is well within this budget amount.

ATTACHMENT(S):

1. Draft Resolution

2. Proposed Work Order
Item #6.1.

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RESOLUTION 2024-XXX

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

NAPA, STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO AWARD A PURCHASE ORDER IN AN AMOUNT NOT TO EXCEED $33,348 TO T&S INTERMODAL MAINTENANCE, INC. TO CONSTRUCT THE COMMUNITY CENTER

AND MUSEUM HARDSCAPE IMPROVMENT PROJECT
WHEREAS, the City owns and maintains the hardscape space adjacent to the Community Center and behind the Sharpsteen Museum; and
WHEREAS, the existing hardscape is severely broken up and unlevel. The recommended repair at this stage is to demolish and replace it with new concrete; and
WHEREAS, the contract award is for T&S Intermodal Maintenance, Inc., to provide construction services to purchase and install the improvements. T&S Intermodal Maintenance, Inc. services were competitively bid through the Gordian/Sourcewell ezIQC®, process. The ezIQC® process streamlines procurement by taking advantage of the “already competitively bid” processes that meet California public contracting requirements; and
WHEREAS, staff has reviewed the bid from T&S Intermodal Maintenance, Inc. and recommends that the City Council award the contract to T&S Intermodal Maintenance, Inc.; and
WHEREAS, per CEQA guidelines section 15301(b) this project is replacing existing facilities with negligible or no expansion of use, and therefore is exempt from CEQA; and

WHEREAS, the FY23/24 Budget under Account No. 01-5653-4915 - Facility Improvements – Community Center which has an balance of $89,000 in available funding. The total project cost of $40,000 is well within this budget.

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

1. Authorizes the City Manager to execute the purchase order in an amount not to exceed $33,348 to T&S Intermodal Maintenance, Inc. to construct the Community Center and Museum Hardscape Improvement Project.

3. Directs staff to issue a notice of award to T&S Intermodal Maintenance, Inc. and otherwise administer the Project.

ATTACHMENT 1 Item #6.1.

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Resolution No. 2024-XXX

Page 2 of 2 ends

4. Waives any informalities or irregularities in T&S Intermodal Maintenance, Inc. bid.

PASSED, APPROVED AND ADOPTED this 30th 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 #6.1.

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Work Order Signature Document
EZIQC Contract No.: CA-R3-GB01-123021-TSW
Calistoga Community Center Patio Hardscape Renovation
New Work Order
122751.00
Modify an Existing Work Order
Work Order Title:

Work Order Number.: Work Order Date:

X
04/10/2024
Contractor Name:

Contact:

Phone:

Contact:

Phone:

Travis Collins
Owner Name: City of Calistoga
Derek Rayner
7079422828
T&S Intermodal Maintenance, Inc. DBA T&S West
Work to be Performed
Work to be performed as per the Final Detailed Scope of Work Attached and as per the terms and conditions of Sourcewell EZIQC Contract No CA-R3-GB01-123021-TSW.

Brief Work Order Description:

Calistoga Community Center Patio Hardscape Renovation
Liquidated Damages Will apply: Will not apply:

Estimated Completion Date:

Time of Performance Estimated Start Date:

X
Work Order Firm Fixed Price: $33,347.46
Owner Purchase Order Number:

Approvals
City of Calistoga Date Contractor Date

2.00

Page 1 of 1 ends

4/10/2024
Work Order Signature Document
ATTACHMENT 2 Item #6.1.

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3.00 Detailed Scope of Work
To: Travis Collins From: Derek Rayner
City of Calistoga
1232 Washington Street
Calistoga, CA 64515
T&S Intermodal Maintenance, Inc. DBA T&S
West
PO BOX 1592
Linden, CA 95236
7079422828
Work Order Number:

Date Printed: April 10, 2024
122751.00
Work Order Title: Calistoga Community Center Patio Hardscape Renovation Brief Scope: Calistoga Community Center Patio Hardscape Renovation Preliminary Revised X Final
The following items detail the scope of work as discussed at the site. All requirements necessary to accomplish the items set forth below shall be considered part of this scope of work.

See attached.

Subject to the terms and conditions of EZIQC Contract CA-R3-GB01-123021-TSW.

Contractor Date
City of Calistoga Date

Page 1 of 1 ends

4/10/2024
Scope of Work
Item #6.1.

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4.00 Contractor's Price Proposal - Summary
Owner PO #:

Calistoga Community Center Patio Hardscape Renovation
122751.00
IQC Master Contract #: CA-R3-GB01-123021-TSW
Work Order #:

Title:

Re:

Date: April 10, 2024
Proposal Value:

Contractor: T&S Intermodal Maintenance, Inc. DBA T&S West $33,347.46
Section - 01 $9,149.80
Section - 02 $8,389.41
Section - 03 $5,541.31
Section - 31 $3,801.51
Section - 32 $6,465.43
Proposal Total
Thisl total represents the correct total for the proposal. Any discrepancy between line totals, sub-totals and the proposal total is due to rounding.
$33,347.46

Page 1 of 1 ends

4/10/2024
Contractor's Price Proposal - Summary
Item #6.1.

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5.00 Contractor's Price Proposal - Detail
Calistoga Community Center Patio Hardscape Renovation
122751.00
IQC Master Contract #: CA-R3-GB01-123021-TSW
Work Order #:

Owner PO #:

Title:

Re:

Date: April 10, 2024
Proposal Value:

Contractor: T&S Intermodal Maintenance, Inc. DBA T&S West $33,347.46
Labor Equip. Material (Excludes)
Sect. Item Mod. UOM Description Line Total
Section - 01
01 22 16 00 0002 Reimbursable FeesReimbursable Fees will be paid to the contractor for eligible costs as directed by Owner. Insert the appropriate quantity to adjust the base cost to the actual Reimbursable Fee. If there are multiple Reimbursable Fees, list each one separately and add a comment in the "note" block to identify the Reimbursable Fee (e.g. sidewalk closure, road cut, various permits, extended warranty, expedited shipping costs, etc.). A copy of each receipt shall be submitted with the Price Proposal.
1 EA $892.72
Installation x x = 892.72
Quantity Unit Price Factor Total
660.00 1.00 1.3526
$33,000 price proposal at 2% bond = $660
01 71 13 00 0002 First 25 Miles, Equipment Delivery, Pickup, Mobilization And Demobilization Using A Rollback Flatbed TruckIncludes loading, tie-down of equipment, delivery of equipment, off loading on site, rigging, dismantling, loading for return and transporting away. For equipment such as trenchers, skid-steer loaders (bobcats), industrial warehouse forklifts, sweepers, scissor platform lifts, telescoping and articulating boom man lifts with up to 40' boom lengths, etc.
2 EA $1,124.70
Installation x x = 1,124.70
Quantity Unit Price Factor Total

3.00 277.17 1.3526
skidsteer, sweeper, water truck/trailer
01 71 13 00 0004 First 25 Miles, Equipment Delivery, Pickup, Mobilization And Demobilization Using A Tractor Trailer With Up To 53' BedIncludes loading, tie-down of equipment, delivery of equipment, off loading on site, rigging, dismantling, loading for return and transporting away. For equipment such as bulldozers, motor scrapers, hydraulic excavators, gradalls, road graders, loader-backhoes, heavy duty construction loaders, tractors, pavers, rollers, bridge finishers, straight mast construction forklifts, telescoping boom rough terrain construction forklifts, telescoping and articulating boom man lifts with >40' boom lengths, etc.
3 EA $3,820.78
Installation x x = 3,820.78
Quantity Unit Price Factor Total

3.00 941.59 1.3526
backhoe, skiploader, compaction roller
4 01 74 19 00 0022 MO Ramped Concrete Washout BinIncludes delivery. $775.24 Installation x x = 775.24
Quantity Unit Price Factor Total

1.00 573.15 1.3526
concrete washout for new pour
01 74 19 00 0024 Vacuum, Pickup, Swap And Dump, Concrete Washout BinIncludes vacuum the liquid from the full bin and pick up the bin, and recycle all material. An empty bin will be left at the site if the project is not completed. 5 EA $1,461.39
Installation x x = 1,461.39
Quantity Unit Price Factor Total

1.00 1,080.43 1.3526
6 01 74 19 00 0031 CY Drop-Off Dirt At Recycling Center $324.62 Installation x x = 324.62
Quantity Unit Price Factor Total

6.00 40.00 1.3526
30 LF x 3' wide x 1.3' deep planters to get to subgrade = 4.5 CY x 1.39 shrink/swell factor in CTC book = 6 CY

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Item #6.1.

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Contractor's Price Proposal - Detail Continues..

Work Order Title:

Work Order Number: 122751.00
Calistoga Community Center Patio Hardscape Renovation
Section - 01
7 01 74 19 00 0036 CY Trees, Stumps And Brush, Landfill Dump Fee $298.92 Installation x x = 298.92
Quantity Unit Price Factor Total

10.00 22.10 1.3526
30 LF x 3' wide x 3' tall = 10 CY
8 01 74 19 00 0040 CYM Hauling On Paved Roads, First 15 Miles $451.43 Installation x x = 451.43
Quantity Unit Price Factor Total
375.00 0.89 1.3526
25 CY's x 15 miles to dump = 375 CYM
Subtotal for Section - 01 $9,149.80
Section - 02
9 02 41 13 13 0033 SY >3" To 6" By Machine, Break-up And Remove Rod Reinforced Concrete Paving $1,273.01 Installation x x = 1,273.01
Quantity Unit Price Factor Total

31.00 30.36 1.3526
50/50 hand and machine work for concrete removal. 560 SF total for 1/2 = 280 SF or 31 SY 10 02 41 13 13 0043 SF >3" To 6" By Hand, Break-up And Remove Concrete Paving $4,499.29 Installation x x = 4,499.29
Quantity Unit Price Factor Total
560.00 5.94 1.3526
11 02 41 16 13 0052 SF 4" Thick Brick Foundation Wall Demolition $389.14 Installation x x = 389.14
Quantity Unit Price Factor Total

70.00 4.11 1.3526
70 SF of demo brick planters
02 41 19 13 0071 Saw Cut Minimum ChargeFor projects where the total saw cutting charge is less than the minimum charge, use this task exclusively. This task should not be used in conjunction with any other tasks in this section. 12 EA $1,254.10
Installation x x = 1,254.10
Quantity Unit Price Factor Total

1.00 927.18 1.3526
sawcut concrete for relief joints during demolition
13 02 41 19 13 0281 IN 5/8" Diameter Drilling In Concrete Per Inch Of Depth $973.87 Installation x x = 973.87
Quantity Unit Price Factor Total
300.00 2.40 1.3526
drill into existing concrete/foundation slab for rebar placement at 6" embeds. 50ea x 6" = 300 inch Subtotal for Section - 02 $8,389.41
Section - 03
14 03 15 16 00 0043 LF 1/4" x 4" Flexible Polyethylene Foam, Premolded Expansion Joint $206.95 Installation x x = 206.95
Quantity Unit Price Factor Total

60.00 2.55 1.3526
foam as needed around new hardscape and existing tie-in 15 03 21 11 00 0243 EA 5/8" Diameter x 24" Long, Deformed Straight Dowel $273.90 Installation x x = 273.90
Quantity Unit Price Factor Total

50.00 4.05 1.3526
03 22 11 00 0007 4" x 4" x #8, 44 LB/CSF, Plain Welded Wire Fabric Reinforcing Placed In Floors Or Slabs (W2.1 x W2.1)
16 SF $723.64
Installation x x = 723.64
Quantity Unit Price Factor Total
500.00 1.07 1.3526
17 03 35 33 00 0002 SF Up To 2,500 SF Stamped Concrete Finish $2,495.55 Installation x x = 2,495.55
Quantity Unit Price Factor Total
500.00 3.69 1.3526
rock salt concrete finish

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Contractor's Price Proposal - Detail Continues..

Work Order Title:

Work Order Number: 122751.00
Calistoga Community Center Patio Hardscape Renovation
Section - 03
18 03 37 16 00 0002 HR 55' To 60' Boom Truck For Concrete Placement (95 CY Per Hour Rating) $1,841.27 Installation x x = 1,841.27
Quantity Unit Price Factor Total

8.00 170.16 1.3526
concrete pump for placement
Subtotal for Section - 03 $5,541.31
Section - 31
19 31 13 13 00 0058 EA Removal Of 36" To 42" Shrub, Evergreen $1,516.26 Installation x x = 1,516.26
Quantity Unit Price Factor Total

10.00 112.10 1.3526
60 LF of removal / 3' each = 20 brush plants to remove
20 31 23 16 36 0009 CY Excavation For Building Foundations And Other Structures By Hand in Soil $925.34 Installation x x = 925.34
Quantity Unit Price Factor Total

6.00 114.02 1.3526
tedious slow work of dirt removal from planters
31 23 16 36 0021 Compaction Of Fill Or Subbase For Building Foundations and Other Structures by Vibratory Plate, Air Tamper, Etcetera
21 CY $142.29
Installation x x = 142.29
Quantity Unit Price Factor Total

10.00 10.52 1.3526
500 SF x 6" = 10 CY of compacting native subgrade
22 31 23 16 36 0024 SY Rough Grading For Building Foundations And Other Structures by Machine $83.32 Installation x x = 83.32
Quantity Unit Price Factor Total

56.00 1.10 1.3526
23 31 23 16 36 0026 SY Finish Grading For Building Foundations And Other Structures by Hand $799.87 Installation x x = 799.87
Quantity Unit Price Factor Total

56.00 10.56 1.3526
31 23 16 36 0028 Load Excess Material For Removal From Excavation For Building Foundations and Other Structures by Machine
24 CY $191.05
Installation x x = 191.05
Quantity Unit Price Factor Total

25.00 5.65 1.3526
25 31 23 16 36 0028 0027 MOD For >20 To 50, Add $143.38 Installation x x = 143.38
Quantity Unit Price Factor Total

25.00 4.24 1.3526
Subtotal for Section - 31 $3,801.51
Section - 32
26 32 16 23 00 0002 SF 4" Cast In Place Concrete Sidewalk $5,755.31 Installation x x = 5,755.31
Quantity Unit Price Factor Total
500.00 8.51 1.3526
27 32 16 23 00 0002 0095 MOD For >100 To 500, Add $710.12 Installation x x = 710.12
Quantity Unit Price Factor Total
500.00 1.05 1.3526
Subtotal for Section - 32 $6,465.43

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Contractor's Price Proposal - Detail Continues..

Work Order Title:

Work Order Number: 122751.00
Calistoga Community Center Patio Hardscape Renovation
Proposal Total
This total represents the correct total for the proposal. Any discrepancy between line totals, sub-totals and the proposal total is due to rounding.
$33,347.46

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Subcontractor Listing
122751.00
Calistoga Community Center Patio Hardscape Renovation
IQC Master Contract #: CA-R3-GB01-123021-TSW
Work Order #:

Owner PO #:

Title:

Re:

Date: April 10, 2024
Proposal Value:

Contractor: T&S Intermodal Maintenance, Inc. DBA T&S West $33,347.46
Name of Contractor Duties Amount %
DIRT DYNASTY, INC. OPERATOR AND MASON SUPPORT $15,000.00 44.98

6.00

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T & S West
P O Box 1592 Linden, CA 95236 Office: (209) 942-1360 Fax: (209) 942-1368 Scope of Work
Project Description: City of Calistoga
Calistoga Community Center Patio- Hardscape Renovation
Date: April 2, 2024
Contractor: T & S West
T & S West (T & S) is pleased to submit a Detailed Scope of Work for the above referenced project.

Scope based per job walk on 01/26/24.

Inclusions:

Demolition, Excavation and Grading
• Demo of one (1ea) existing planter and concrete in conflict with new concrete area, approximately 500 SF.
• Regrade and Compact existing subgrade underneath existing concrete area. • CLII Aggregate Base, sand, or any other subbase import is excluded. Place new concrete on native compacted dirt.
• Dump fees for concrete is excluded. Calistoga to provide free dump site within a 1-hour roundtrip dump.

Concrete
• Form, pour, and strip new 4” thick, 5 sack concrete pathway approximately 500 SF. • Place welded wire or rebar for reinforcement.
• Add approximately 1-2 lbs. of lamp black to concrete per cy, and rock salt concrete finish as needed.

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T & S West
P O Box 1592 Linden, CA 95236 Office: (209) 942-1360 Fax: (209) 942-1368 Notes:
- This proposal is based on performing all work concurrently with other concrete proposals onsite. One move-in for all operations, during normal working hours, unless otherwise stated above. We would be happy to discuss alternatives for scheduling, if other requests are needed.
- Owner to provide staging area directly adjacent for work within project limits. - Owner isresponsible for any costs associated with towing vehicles within limits of work. - Prices are based on award of all items of work listed in this proposal. - Owner expressly acknowledges that Contractor is a licensed contractor authorized to perform work provided in this Contract and that the Contractor is not an engineer or a design consultant. Proposals made by Contractor with respect to work to be performed are made solely for the consideration of Owner and Owner’s design engineer or design consultant, who shall be solely responsible for determining whether any such work proposed by Contractor is, or will be, adequate to satisfy the needs and or purposes of the Owner. Except as expressly provided in this Contract, no warranty or representation of any kind or nature with respect to any such proposal. Warranty with respect to fitness for any purpose or use is expressly disclaimed to the fullest extent of the law.

Exclusions:
- Add Alt. 1- Add more concrete walkway from the museum entrance to the west to tie-in with the sitting benches.
- Add Alt. 2- Remove broken brick tree barrier wall and replace with a concrete wall. - Demo existing rod iron fence, reinstall existing demolished fence material, and/or place of any new fence.
- Green saw and sealant at control or weakened plane joints. City standard specifications. Concrete shall be placed as identified in this scope of work, as discussed at onsite meeting.
- Root barrier, stakes, etc. around tree planters
- Header boards, all rod iron fence installation not mentioned above. - All irrigation, sprinkler, and lawn/sod repair or replacement - The repair of utilities that are not marked or are within 12 inches of finish subgrade elevations which are damaged by sub-grading operations. - This proposal specifically excludes: underground work; asphalt concrete; unsuitable subgrade soils conditions and compaction; imported dirt or topsoil; engineering or architectural services; as-built plans; professional land surveyor; survey monuments; all testing; all permits and fees; inspection fees; costs for testing, handling, and/or removing contaminated materials; SWPP Plans, monitoring, or installation; tree removal or trimming, tree protection of any kind, including roots; adjusting utilities; weed spraying; message boards and public notifications; items of work not specifically mentioned above in proposal.

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City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Connie Cardenas, Admin. Services Director
Meeting: City Council - Apr 30 2024
Subject: Loan Extension Request for La Pradera Apartments DESCRIPTION:

City Council Approval of Loan Documents for Extension of City of Calistoga Loan at La Pradera Apartments
RECOMMENDATION:

City Council approved a commitment letter on August 15, 2023, to extend the existing City of Calistoga (City) loan at La Pradera to a new 57-year term. Staff is now returning to City Council with drafts of loan documents substantially in the form attached, including (collectively, Loan Documents): Assignment, Assumption, and Amendment of Loan Documents, and Consent to Transfer of Property (Attachment 1), Amendment to Regulatory Agreement (Attachment 2), Amended and Restated Deed of Trust (Attachment 3), Amended and Restated Secured Promissory Note (Attachment 4), Subordination Agreement (City of Calistoga) from City in favor of Umpqua Bank(Attachment 5). Staff is asking the Council to delegate authority to the Mayor and City Manager to negotiate and execute documents in substantially the form as the attached draft Loan Documents, subject to review and approval of the City Attorney. Staff anticipates that an additional agreement, namely a Subordination Agreement from City in favor of the California Department of Housing and Community Development (HCD) will be required in connection with this loan extension and will be part of the Loan Document package. HCD, however, has not yet provided this document, and staff is requesting that the City Manager be authorized to negotiate and execute such subordination agreement, provided that it has been reviewed and approved by the City Attorney and found to contain reasonable and appropriate terms and conditions.

BACKGROUND/SUMMARY:

Calistoga Brannan Housing Associates, a California Limited Partnership was formed in 1992, to develop and operate a 48-unit affordable housing development located in Calistoga, California, which is currently operating under the name of La Pradera and is located at 38 Brannan St.

Calistoga Brannan Housing Associates is currently controlled by its General Partner, Calistoga Brannan Housing, Inc., which is a non-profit organization, under the control of a Board of Directors comprised of BRIDGE Housing Corporation (BRIDGE) and Napa Valley Community Housing (NVCH).

On October 6, 1992, City , NVCH and BRIDGE (collectively, Developer) entered into a Loan Agreement for the purpose of financing the La Pradera apartments. Original loan terms were as follows:
 Principal – $250,000
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 Interest – 6.50% adjusting annually to be 50 basis points below Borrower’s first mortgage interest rate (per the promissory note).
 Term – 31 years of project operations, maturing on 1/11/2025.  Outstanding Balance – $253,878 [Principal through 12/1/2022 - $237,621. Projected accrued interest through June 2024 - $16,257].
 Original Funding Source – Community Development Block Grant (“CDBG”) loan from the City of Calistoga.
 Rent Restriction – 23 of the 48 units are reserved for Low Income renters who qualify if they earn 80% or less of Area Median Income.
 Paid to Date – As of 6/30/2023, City had received payments of $301,224.18 in interest and $12,378.82 in principal.

BRIDGE and NVCH came to Calistoga City Council on August 15, 2023, to request the loan extension to enable a tax credit and bond re-syndication and rehabilitation of La Pradera and the sister property in St. Helena, Hunt’s Grove. The development team applied for 4% tax credit and bond financing in September 2023, and was awarded tax credits and bond financing on December 6, 2023, kicking off the 194-day clock to close on construction by June 17, 2024. Staff is now seeking final approval of the Loan Documents from both St.

Helena and Calistoga.

The requested extension is for a new term of 57 years, accruing interest at the applicable federal rate (AFR) at time of closing. Payments will continue to be made annually to the extent of excess/distributable cash. Along with the loan extension there will also be an extension of the Regulatory Agreement to run with the land for a term of 57 years. Extending the loan terms and regulatory agreement will provide continued affordable housing for current and future residents.

New loan terms are as follows:
 Principal – $253,878*
 Interest – AFR at time of closing in June 2024.
 Term – 57 years, maturity date June 2081.
 Rent Restriction – No change in the rent restriction (i.e., 23 of the 48 units are reserved for Low Income renters who qualify if they earn 80% or less of Area Median Income).  Repayment – Project residual receipts shall be annually payable to City to pay down the balances of the City loan.
 Subordination – Loan will be subordinate to loans from both Umpqua Bank and HCD. * Principal will be the sum of outstanding principal and accrued interest at the time of closing in June 2024.

OTHER SIMILAR LOANS:

City records show two similar City-financed rental projects in Calistoga.  Palisades Apartments – November 16, 2006. 24 units (8 VLI, 8 LI, 8 MI) workforce housing units at 40 & 42 Brannan Street. City has a loan funded with HOME Funds - $3,197,184 at 3% Interest. Term of 55 Years, set to mature December 31, 2064.  Lakewood Apartments – January 16, 2006. 8 units (VLI) at 1809 Lake Street. City has a loan agreement for up to $80,000 at 3% Interest. Term of 20 years, set to mature January 16, 2027.

CEQA STATUS:

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

FINANCIAL IMPACT:

The outstanding principal balance is currently $237,621 with $16,257 in accrued interest predicted through June 2024. Extending the loan will delay the total repayment of the loan; however, extending the loan will result in continued accrued interest and guarantee that housing is maintained at the agreed upon affordability levels.

Note: Staff confirmed that the City has been regularly receiving the annual independent audits and financial statements per the Regulatory Agreement.

ATTACHMENT(S):

Assignment Assumption and Amendment of City Documents and consent to transfer v4 (599682) City of Calistoga Amend Regulatory Agreement (598299)
City of Calistoga - Amended and Restated DOT (598298)
City of Calistoga - Amended and Restated City Note (598297) UMPQUA - HUNT'S GROVE AND LA PRADERA - Subordination Agreement (City of Calistoga)(lm) Attachment August 15-2023 La Pradera
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Apr 22 2024 Laura Snideman, City Manager Approved - Apr 22 2024
Yudiana Galvan, City Clerk Approved - Apr 22 2024
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4882-2767-1423 v5
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1 RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Calistoga
1232 Washington Street
Calistoga, CA 94515

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
Space above this line for Recorder’s use.

ASSIGNMENT, ASSUMPTION, AND AMENDMENT OF LOAN DOCUMENTS,

AND CONSENT TO TRANSFER OF PROPERTY

THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT OF LOAN
DOCUMENTS, AND CONSENT TO TRANSFER OF PROPERTY (this “Agreement”) is entered into effective as of [June 1], 2024 (“Effective Date”) by and among Calistoga Brannan Housing Associates, a California Limited Partnership (“Assignor”), Hunt Pradera II, L.P., a California limited partnership (“Assignee”), and the City of Calistoga, a California municipal corporation (“City”). Assignor, Assignee, and City are collectively referred to herein as the “Parties.”

RECITALS
A. Assignor is the owner of that certain real property located in the City of Calistoga, Napa County, California, at 38 Brannan Street, known as Napa County Assessor’s Parcel No. 011-050-027-000, and more particularly described in Exhibit A-1 attached hereto (the “Calistoga Property”) on which Assignor developed a 48 unit affordable multifamily residential rental project known or to be known as La Pradera (the “La Pradera Project”).

B. The City of St. Helena is the owner of that certain real property located in the City of St. Helena, Napa County, California, at 548 Hunt Avenue, known as Napa County Assessor’s Parcel No. 009-030-019-000, and more particularly described in Exhibit A-2 attached hereto (the “St. Helena Property”) which City of St. Helena leased to Bridge Housing Corporation, a California nonprofit public benefit corporation (“BRIDGE”), which was subleased by BRIDGE to Hunt Avenue Associates, a California Limited Partnership (“Hunt LP”) on which Hunt LP developed a 56 unit affordable multifamily residential rental project known or to be known as Hunt’s Grove (the “Hunt’s Grove Project”).

C. For the purpose of partially financing the acquisition of the Calistoga Property and the development the La Pradera Project, the City provided a loan to Napa Valley Ecumenical Housing Foundation, a California nonprofit public benefit corporation dba Napa Valley Family Homes, (“NVEHF”), and BRIDGE (and together with NVEHF, the “Original Borrower”) in the original principal amount of Two Hundred Firty Housand Dollars ($250,000) (the “City Loan”) pursuant to that certain Agreement for Loan of Funds entered into by and among the City and Original Borrower, dated as of October 6, 1992, as amended (collectively, the “City Loan Item #6.2.

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2 Agreement”), which City Loan was assigned from Original Borrower to Assignor pursuant to that certain Assignment and Assumption Agreement dated May 19, 1993 and recorded in the Official Records of Napa County (“Official Records”) on May 26, 1993 as Instrument No. 1993-016497 (the “Assignment”). Assignor’s obligation to repay the City Loan is evidenced by that certain Promissory Note dated as of December 10, 1992, executed by Original Borrower for the benefit of City in the original principal amount of the City Loan (the “City Note”), and is secured by that certain Deed of Trust dated December 10, 1992, executed by Original Borrower as trustor for the benefit of City and recorded in the Official Records on February 4, 1993 as Instrument No. 1993-003733 (the “City Deed of Trust”) and assigned from Original Borrower to Assignor pursuant to the Assignment. In connection with the approval of the La Pradera Project, City and Assignor executed that certain Regulatory Agreement (Branna Street Project) dated as of November 22, 1993, and recorded in the Official Records on January 3, 1994 as Instrument No. 1994-000075 (the “City Regulatory Agreement”). The City Loan Agreement, the City Note, the City Deed of Trust and the City Regulatory Agreement are collectively hereinafter referred to as the “Loan Documents.”
D. Assignee is in the process of acquiring the La Pradera Project and the Hunt’s Grove Project from their current owner for the purposes of rehabilitating the residential units at both sites (the “Project”). The acquisition requires Assignee to assume all of the outstanding obligations on the City Loan and deeds of trust for both development projects.

E. Assignor desires to convey the Calistoga Project and the Calistoga Property to Assignee. In connection with such conveyance, Assignor desires to assign, and Assignee desires to assume, all of Assignor’s rights and obligations under the Loan Documents, including without limitation, the obligation to repay the City Loan, which will be secured by a deed of trust against Assignee’s interest in the Calistoga Property and the St. Helena Property, and the Parties desire to make certain modifications to the Loan Documents as set forth herein.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

1. Incorporation of Recitals. The Parties acknowledge the truth of the foregoing Recitals, which by this reference are incorporated into this Agreement.

2. Assignment and Assumption. Effective as of the Effective Date, Assignor hereby assigns to Assignee all of Assignor’s rights and obligations under the Loan Documents. Assignee hereby accepts the foregoing assignment and assumes all of Assignor’s rights and obligations under the Loan Documents, including without limitation, the obligation to repay the City Loan.

3. Loan Proceeds. The Parties each hereby acknowledge and agree that prior to the Effective Date, the City has disbursed all sums that City was obligated to provide pursuant to the Loan Documents.

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3 4. City Consent to Transfer, Rehabilitation, and Refinancing of Calistoga Property and Calistoga Project. The City hereby consents to: (i) the conveyance of the Calistoga Property and the La Pradera Project to Assignee, (ii) the rehabilitation of the La Pradera Project, and (iii) the refinancing and resyndication of the Calistoga Property and the La Pradera Project pursuant to loan documents, an amended and restated partnership agreement of Assignee (the “Partnership Agreement”), and related documents. The City further consents to any transfer by the limited partner of Assignee of its interest in Assignee, provided such transferee of the limited partner assumes all obligations of such limited partner with respect to the interest in Assignee.

5. City Consent to Assignment. The City hereby consents to the assignment and assumption of the Loan Documents as described in this Agreement. The City acknowledges and agrees that as of the Effective Date, to City’s actual, present knowledge, no event has occurred and is continuing which would constitute a default, and no event has occurred and is continuing which with notice or the passage of time or both, would be an event of default, under the Loan Documents.

6. Loan Balances. The Parties acknowledge and agree that as of June 1, 2024 the outstanding principal balance payable under the City Loan is [Two Hundred Thirty-Seven Six Hundred Twenty-One Dollars ($237,621)], and the outstanding accrued interest payable under the City Loan is [Sixteen Thousand Two Hundred fifty-Seven Dollars ($16,257)]. [NTD: We will confirm final numbers.]

7. Modifications; Documents. The Parties agree that as of the Effective Date, the Loan Documents shall be modified as follows:
(a) The maturity date of the City Note shall be extended to [June 1, 2081]. (b) The interest rate on the City Note shall be modified to be the [__% annual interest, compounded annually.] [NTD: this rate must be equal the Applicable Federal Rate for the month of closing. For April, this rate is 4.45%; the May rate should be available in the next 10 days.]
(c) [One and 74/100 percent (1.74%)] of Project residual receipts shall be annually payable to the City to pay down the balances of the City loan. [NTD: Need to confirm percent based on City’s pro rata share with other soft lenders] (d) Assignee will execute in form approved by City, and deliver to City, an amended and restated note payable to the City that include the terms set forth in paragraphs (a), (b) and (c) above. The initial principal balance of the amended and restated note shall be the sum of the outstanding principal balance plus the outstanding accrued interest for the loan as set forth in Section 6 above.
(e) The term of the City Regulatory Agreement shall be extended to [June 1, 2081], and an amendment to the City Regulatory Agreement reflecting such modification will be executed by City and Assignee in form approved by City and recorded in the Official Records.

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4 (f) The City and Assignee will execute in form approved by City and record a new deed of trust acknowledging that such deed of trust secures the amended and restated note. (g) The City agrees that the cure of any default under this Agreement or under any other Loan Document made or tendered by the limited partner of Assignee shall be treated as a cure made or tendered by Assignee.

8. Payment of City Costs. Pursuant to invoices to be submitted to escrow, at close of escrow for conveyance of the Property to Assignee, Assignee shall pay City’s legal fees and staff costs incurred in connection with the transactions contemplated by this Agreement, including without limitation, the negotiation and preparation of the City loan documents and regulatory agreements, and the review of the Partnership Agreement, loan documents and other documents relating to Project financing, management, and operation to the extent provided to City.

9. Subordination. The Parties agree that any “seller” or “sponsor” loans provided to the Project by Assignor or by BRIDGE or NVEHF, or its affiliated entities, shall be payable only from Assignee’s share of Project surplus cash, or Assignee’s share of net proceeds of refinancing. Any deeds of trust or other security instruments executed in connection with such seller or sponsor financing shall be subordinated to the City Regulatory Agreement, and the deeds of trust securing the City Loan, pursuant to subordination agreements in form approved by City, executed by and among the City, Assignee and the holder of such loans, and recorded in the Official Records. Pursuant to a subordination agreement approved by City, the City Regulatory Agreement and the City Deed of Trust, each as amended, may be subordinated to the deed of trust (the “Senior Lender Deed of Trust”) to be recorded for the benefit of Umpqua Bank, an Oregon corporation (“Senior Lender”).

10. Assignor Representations. Assignor represents and warrants to City and Assignee that:
(i) Assignor is a duly organized, limited partnership validly existing and in good standing under the laws of the State of California; (ii) Assignor has the power and authority to execute, deliver and perform its obligations under this Agreement; (iii) this Agreement has been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of Assignor, and all actions required under Assignor’s organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement have been duly taken; (iv) the execution, delivery and performance of this Agreement do not violate any rule, regulation, statute, law, order, decree, judgment or the like, or any agreement or instrument to which Assignor is a party, (v) Assignor is not in breach or default under the Loan Documents; (vi) Assignor has no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature against City relative to the Loan Documents or this Agreement; (vii) Assignor has not received any notice from any governmental agency relating to any alleged violation of law, ordinance, rule or regulation pertaining to the Calistoga Property; (viii) Assignor has not filed, and currently has no intention to file, for any bankruptcy or debtor relief, and Assignor is not insolvent, (ix) Assignor has received consent to the transfer of the Calistoga Property and the assignments and assumptions contemplated by this Agreement from of all other parties whose consent is required; and (x) this Agreement constitutes a legal, valid and binding obligation of Assignor, enforceable in accordance with its terms, subject to laws affecting creditors’ rights and principles of equity.

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5 11. Assignee Representations. Assignee represents and warrants to City and Assignor that:
(i) Assignee is a duly organized, limited partnership validly existing and in good standing under the laws of the State of California; (ii) Assignee has the power and authority to execute, deliver and perform its obligations under this Agreement; (iii) this Agreement has been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of Assignee, and all actions required under Assignee’s organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement have been duly taken; (iv) the execution, delivery and performance of this Agreement do not violate any rule, regulation, statute, law, order, decree, judgment or the like, or any agreement or instrument to which Assignee is a party; (v) Assignee has no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature against City; (vi) Assignee has not received any notice from any governmental agency relating to any alleged violation of law, ordinance, rule or regulation pertaining to the Property; and (vii) Assignee has not filed, and currently has no intention to file, for any bankruptcy or debtor relief, and Assignee is not insolvent; and (viii) this Agreement constitutes a legal, valid and binding obligation of Assignee, enforceable in accordance with its terms, subject to laws affecting creditors’ rights and principles of equity.

12. Miscellaneous.

12.1 Notices. All notices to be sent pursuant to this Agreement or pursuant to any other Loan Document shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service.

Assignor: Calistoga Brannan Housing Associates,
a California Limited Partnership
150 Camino Dorado
Napa, CA 94558
Attention: Erica Sklar
Assignee: Hunt Pradera II, L.P.
c/o BRIDGE Housing Corporation
600 California Street, Suite 900
San Francisco, CA 94108
Attention: Smitha Seshadri
And: c/o Napa Valley Community Housing
150 Camino Dorado
Napa, CA 94558
Attention: Erica Sklar
Item #6.2.

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6 with a copy to: Gubb & Barshay LLP
235 Montgomery Street, Suite 1110
San Francisco, CA 94104
Attention: Evan Gross
with a copy to
Senior Lender:
with a copy to
Limited Partners: MCC Housing LLC
c/o Merritt Community Capital Corporation
1901 Harrison Street, Suite 1650
Oakland, California 94612
Attention: President & CEO
with a copy to:

Bocarsly Emden Cowan Esmail & Arndt LLP
633 West Fifth Street, Suite 5880
Los Angeles, CA 90071
Attention: Rachel Rosner
City: City of Calistoga
1232 Washington Street
Calistoga, CA 94515
Attention: City Manager

12.2 Entire Agreement; Amendments. This Agreement together with the other documents referenced in this Agreement contains the entire agreement among the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements among the Parties with respect thereto. This Agreement may be amended or modified only by a written instrument executed by the Parties.

12.3 Headings. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement.

12.4 Attorneys' Fees. If any attorney is engaged by any Party to enforce or defend any provision of this Agreement, the prevailing Party or Parties are entitled to costs and reasonable attorneys' fees.

12.5 Parties Not Co-Venturers; No Agency Relationship. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another.

Item #6.2.

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7 12.6 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Sonoma County, California or in the Federal District Court for the Northern District of California.

12.7 Further Assurances. The Parties each agree to take such further actions and to execute such additional instruments as reasonably required to implement the intent of this Agreement.

12.8 Binding on Successors. This Agreement shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any permitted successor and assign of such Party who has acquired an interest in compliance with this Agreement and the applicable requirements of the instruments referenced herein.

12.9 Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability.

12.10 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one instrument.

12.11 No Default. City hereby represents and warrants that to its actual present knowledge, there has been no material default by Assignor under the Loan Documents as of the date hereof.

SIGNATURES ON FOLLOWING PAGE.

Item #6.2.

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8 IN WITNESS WHEREOF, the parties have executed this Assignment, Assumption, and Amendment Agreement effective as of the date first written above.

ASSIGNOR:

CALISTOGA BRANNAN HOUSING ASSOCIATES,

A CALIFORNIA LIMITED PARTNERSHIP
By: Calistoga Brannan Housing, Inc.,
a California nonprofit public benefit corporation
Its: General Partner
By: _________________________

ASSIGNEE:

HUNT PRADERA II, L.P.,
a California limited partnership
By: Hunt Pradera II, LLC,
a California limited liability company,
its General Partner
By: BRIDGE Housing Corporation,
a California nonprofit public benefit corporation,
its Managing Member
By: ______________________________
Smitha Seshadri
Executive Vice President
By: Napa Valley Community Housing,
a California nonprofit public benefit corporation,
its Managing Member
By: ______________________________
Erica R. Sklar
President and Chief Executive Officer
Item #6.2.

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9 CITY:

CITY OF CALISTOGA, a California municipal corporation
By:_______________________________
Name: ____________________________
City Manager
ATTEST:

By:__________________________
Name: _______________________
City Clerk

APPROVED AS TO FORM:
____________________________
Name: ______________________
City Attorney
SIGNATURES MUST BE NOTARIZED.

Item #6.2.

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10 A notary public or other office completing
this certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.

STATE OF _______________ )
)
COUNTY OF _____________ )
On ___________________, before me, _____________________________________, Notary Public, personally appeared _____________________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature, a Notary Public
My commission expires on
(Official Seal)
Item #6.2.

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11 A notary public or other office completing
this certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature, a Notary Public
My commission expires on
(Official Seal)
Item #6.2.

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12 A notary public or other office completing
this certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature, a Notary Public
My commission expires on
(Official Seal)
Item #6.2.

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13 A notary public or other office completing
this certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature, a Notary Public
My commission expires on
(Official Seal)
Item #6.2.

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14 Exhibit A-1

CALISTOGA PROPERTY
The land referred to is situated in the County of Napa, City of Calistoga, State of California, and is described as follows:

Commencing at the Southwest corner of Parcel B as shown in Book 13 of Parcel Maps at Page 66 (Map No. 3608) on file in the office of the Napa County Recorder, said point being on the Easterly right of way line of Brannan Street; thence along said right of way line and the Westerly line of Parcel B North 26º 30' 00" East 280.00 feet; thence leaving said Westerly line of Parcel B South 58º 11' 51" East 709.24 feet; thence South 26º 30' 00" West 280.00 feet to the Southerly line of said Parcel B; thence along the Southerly line of Parcel B North 58º 11' 51" West 709.24 feet to the point of beginning.

EXCEPTING AND RESERVING unto the Grantor herein, the exclusive use and rights to the waters of that certain well and pumping plant, and those certain easements to lay, construct, reconstruct, renew, maintain, repair, operate, change the size of, increase the number of and remove pipes and pipelines and the appurtenances thereto for the transportation of water within the exterior boundaries of that portion of the aforesaid premises more particularly described as follows:

Commencing at the Southwest corner of Parcel B as shown in Book 13 of Parcel Maps at Page 66 (Map No. 3608) on file in the office of the Napa County Recorder said point being on the Easterly right of way line of Brannan Street; thence along said right of way line and the Westerly line of Parcel B North 26º 30' 00" East 280.00 feet; thence leaving said Westerly line of Parcel B South 58º 11' 51" East 709.24 feet; thence South 26º 30' 00" West 234.64 feet to the true point of beginning of this description; thence from said true point of beginning along the following courses: North 58º 11' 51" West 121.09 feet, North 31° 48' 09" East 5.00 feet, North 58° 11’ 51" West 20.00 feet, South 31° 48’ 09" West 20.00 feet, South 58º 11' 51" East 20.00 feet, North 31º 48' 09" East 5.00 feet, South 58º 11' 51" East 122.22 feet and North 26º 30’ 00" East 10.43 feet to the true point of beginning.

Said rights and easements shall include the rights to all of the water produced by said well, for the exclusive use and benefit of said grantor together with the right of ingress and egress thereto, such rights are to be appurtenant to all of the Grantors remaining lands being the remaining portion of said Parcel B, and all of Parcel A as shown on the aforesaid map, and any subdivision thereof.

APN: 011-050-027-000
Item #6.2.

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1 Exhibit A-2
ST. HELENA PROPERTY
The land referred to is situated in the County of Napa, City of St. Helena, State of California, and is described as follows:

Leasehold estate as created by that certain lease dated [June 1, 2024] [CHECK], made by and between the City of Napa, a municipal corporation, as lessor, and HUNT PRADERA II, L.P., a California limited partnership a California limited partnership, as lessee, for the term of [__] years and upon the terms and conditions contained in said lease and subject to provisions contained in the lease which limit the right of possession. Memorandum of Lease thereof recorded concurrently herewith in Official Records of Napa County, in and to the following:

TRACT TWO:

Commencing at a point on what is known as the D. O. Hunt line, at the most Southern corner of the tract of land conveyed to the Town of St. Helena by deed recorded January 23, 1901 in Book 67 of Deeds, Page 331, said Napa County Records (said point being the Northeastern end of Hunt Avenue); running thence North 28 degrees East, along said D. O. Hunt line, 930.6 feet; thence North 62 degrees West 234.63 feet; thence South 28 degrees West 930.6 feet; thence South 62 degrees East, to and along the Northeastern end of Hunt Avenue, 234.63 feet to the point of commencement.

APN: 009-030-019-000
Item #6.2.

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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Calistoga
1232 Washington Street
Calistoga, CA 94515
Attn: City Manager

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383

(SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE)

AMENDMENT TO REGULATORY AGREEMENT
(Brannan Street Project)
THIS AMENDMENT TO REGULATORY AGREEMENT (this “Amendment”) is executed effective as of June 1, 2024, by and between Hunt Pradera II, L.P., a California limited partnership (“Owner”), and the City of Calistoga, a municipal corporation (“City”).

RECITALS
A. Owner is the owner of the real property located at 38 Brannan Street in the City of Calistoga, known as Napa County Assessor’s Parcel No. 011-050-027-000, and more particularly described in Exhibit A attached hereto (the “Property”).

B. City previously provided a loan to Napa Valley Ecumenical Housing Foundation, a California nonprofit public benefit corporation dba Napa Valley Family Homes (“NVEHF”),and BRIDGE (and together with NVEHF, the “Original Borrower”) in the original principal amount of Two Hundred Fifty Thousand Dollars ($250,000) (the “Initial Loan”). The Initial Loan was assigned from Original Borrower to Calistoga Branna Housing Associates, a California Limited Partnership (“Previous Owner”) pursuant to that certain Assignment and Assumption Agreement dated May 19, 1993 and recorded in the Official Records of Napa County (“Official Records”) on May 26, 1993 as Instrument No. 1993-016497 (the “Assignment”). The parties have agreed to modify the Initial Loan terms to, among other things, extend the maturity date. The promissory note evidencing Owner’s obligation to repay the Initial Loan has been amended, restated, and superseded by that certain Amended and Restated Secured Promissory Note dated as of the date hereof and executed by Owner for the benefit of City in the original principal amount of [Two Hundred Fifty-Three Thousand, Eight Hundred Eighty-Seven Dollars ($253,878)] (the “Loan”) which is equal to the sum of the outstanding principal balance of the original note plus the interest accrued under the original note as of the date hereof.

C. As a condition to City’s provision of the Initial Loan, Previous Owner and City executed that certain Regulatory Agreement dated as of November 22, 1993, and recorded in the Item #6.2.

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Official Records on January 3, 1994 as Instrument No. 1994-000075 (the “Original Regulatory Agreement”).

D. Owner assumed Previous Owner’s obligations under the Original Regulatory Agreement pursuant to that certain Assignment, Assumption, and Amendment of Loan Documents, and Consent to Transfer of Property (“Assignment and Amendment”) dated as of the date hereof, executed by and among Previous Owner, Trustor, and Beneficiary, and recorded in the Official Records substantially concurrently herewith. Pursuant to the Assignment and Amendment, among other provisions, City has agreed to extend the maturity date of the Initial Loan, and Owner and City agreed to extend the term of the Original Regulatory Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. Section 8 of the Original Regulatory Agreement is hereby amended in its entirety to read as follows:

5. Term of Agreement. The term of this Regulatory Agreement shall commence on November 22, 1993 and shall terminate on June 1, 2081.

2. All provisions of the Original Regulatory Agreement not expressly modified by this Amendment shall remain unchanged and in full force and effect.

3. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

SIGNATURES ON FOLLOWING PAGE.

Item #6.2.

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IN WITNESS WHEREOF, Trustor and Beneficiary have executed this Amendment to Deed of Trust as of the date first written above.

OWNER:

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CITY:

CITY OF CALISTOGA, a municipal corporation
By: _______________________________
Name: _______________________________
City Manager: _________________________
Attest:

By: _____________________________
Name: _____________________________
City Clerk
Approved as to form:

By: _____________________________
Name: _____________________________
City Attorney
SIGNATURES MUST BE NOTARIZED.

Item #6.2.

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ACKNOWLEDGMENT
State of California )
) ss
County of Sonoma )
On , before me,___________________________________________, (Name of Notary)
notary public, personally appeared _________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
(Notary Signature)
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.

Item #6.2.

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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Item #6.2.

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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Item #6.2.

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Exhibit A

PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CALISTOGA, IN THE COUNTY OF NAPA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

20.00 feet, North 31º 48' 09" East 5.00 feet, South 58º 11' 51" East 122.22 feet and North 26º 30’ 00" East 10.43 feet to the true point of beginning.

APN: 011-050-027-000
Item #6.2.

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Recording requested by and
for the benefit of and
When recorded, mail to:

City of Calistoga
1232 Washington Street
Calistoga, CA 94515
No fee required per
Government Code Section 27383 and 27388.1

CITY OF CALISTOGA

AMENDED AND RESTATED

DEED OF TRUST WITH ASSIGNMENT OF RENTS
THIS AMENDED AND RESTATED DEED OF TRUST (“Deed of Trust”) is made as of June 1, 2024 by and between HUNT PRADERA II, L.P., a California limited partnership (“Trustor” or “Borrower”), whose address is 600 California Street, Suite 900, San Francisco, CA 94108, Old Republic Title Company, a California corporation (“Trustee”) and the CITY OF CALISTOGA, a municipal corporation (“Beneficiary” or “City”) , whose address is 1232 Washington Street, Calistoga, CA 94515.

Trustor, in consideration of the grant recited and the trust created in this Deed of Trust, irrevocably grants and conveys to Trustee, in trust, with power of sale, the Trustor's fee interest in the property located in the County of Napa, State of California, that is described as Tract One and Trustor’s leasehold interest in the County of Napa, State of California, that is described as Tract Two in the attached Exhibit A, incorporated herein by this reference.

Together with all the improvements now or hereafter erected on the property, and all easements, rights, appurtenances, rents (subject, however, to the rights and authorities given in this Deed of Trust to Beneficiary to collect and apply such rents), royalties, mineral, oil and gas rights and profits, water, water rights, and water stock, and all fixtures now or hereafter attached to the property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the property covered by this Deed of Trust; and all of the foregoing, together with said property, are referred to in this Deed of Trust as the "Property". The foregoing shall not apply to any easements, rights or liens of record.

TO SECURE to Beneficiary (a) the repayment of a Loan advanced to Trustor pursuant to that certain Agreement for Loan of Funds between Napa Valley Ecumenical Housing Foundation, a California nonprofit public benefit corporation dba Napa Valley Family Homes, (“NVEHF”) and Bridge Housing Corporation, a California nonprofit public benefit corporation (“BRIDGE” and together with NVEHF, as the “Original Borrower”), and Beneficiary (as City) Item #6.2.

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dated October 6, 1992, which was assigned from Original Borrower to Calistoga Brannan Housing Associates, a California Limited Partnership (the “Prior Owner”) pursuant to that certain Assignment and Assumption Agreement dated May 19, 1993 and recorded in the Official Records of Napa County (“Official Records”) on May 26, 1993 as Instrument No. 1993-016497 (the “Assignment”) and in accordance with an Assignment, Assumption and Amendment of Loan Documents, and Consent to Transfer of Property, dated as of June 1, 2024, executed by and between Prior Owner, City, and Trustor and recorded in the Official Records on or about the date of this Deed of Trust (the “Amendment and Assignment” and collectively, the "Loan Agreement"), and incorporated by reference in this Deed of Trust and evidenced by an Amended and Restated Promissory Note dated June 1, 2024, (the "Note") in the principal sum of [Two Hundred Fifty-Three Thousand, Eight Hundred Eighty-Seven Dollars ($253,878)], plus interest on the principal sum in the amount and on the terms described in the Note; the payment of all other sums, with interest thereon, advanced to protect the security of this Deed of Trust; and (b) the performance of the obligations, covenants and agreements of the Trustor contained in the Loan Documents. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Loan Agreement.

Trustor and Beneficiary covenant and agree to:

1. Loan Agreement Provisions: Trustor agrees to abide by the conditions contained in the Loan Documents executed and recorded (where applicable) against the Property.

2. Protection of Beneficiary's Security: If Trustor fails to perform the covenants and agreements contained in this Deed of Trust and the referenced contracts, or if any action or proceeding is commenced which materially affects Beneficiary's interest in the Property including, but not limited to, default on or foreclosure of a senior deed of trust, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then Beneficiary at Beneficiary's option, upon notice to Trustor as set forth in the Loan Agreement, may make such appearances, disburse such sums and take such action as is necessary to protect Beneficiary's interest including, but not limited to, disbursement of reasonable attorney's fees and entry upon the Property to make repairs. Trustor shall have the opportunity to correct any such deficiencies within the notice period set forth in the Loan Agreement.

Any amounts disbursed by Beneficiary pursuant to this Section 2, with interest thereon, shall become indebtedness of Trustor secured by this Deed of Trust. Unless Trustor and Beneficiary agree to other terms of payment, such amounts shall be payable upon notice from Beneficiary to Trustor requesting payment thereof, and shall bear interest from date of disbursement at the rate of 10 percent per annum, unless payment of interest at such rate would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate permissible under applicable law. Nothing contained in this Section 2 shall require Beneficiary to incur any expense or take any action hereunder.

3. Assignment of Rents. Subject to the rights of any holder of a security interest in the Property senior to this Deed of Trust, Trustor hereby absolutely and unconditionally assigns to Beneficiary all of the rents, issues, profits, royalties, revenues, income and Item #6.2.

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other benefits (collectively, the "Rents") derived from the Property, whether now due, past due or to become due, and hereby gives to and confers upon Beneficiary, either directly or through a receiver, the right, power and authority, but not the obligation, to collect the Rents, and to sue, either in the name of Trustor or Beneficiary, for all such Rents and to apply the same to the indebtedness secured hereby in such order as Beneficiary may determine in its sole discretion. This assignment of Rents is intended to create and shall be construed to create an absolute assignment to Beneficiary of all of Trustor's right, title and interest in the Rents, the foregoing, so long as no default exists by Trustor in the payment of any indebtedness secured hereby, or in any other covenant contained herein, or in said note or notes or in any other document evidencing or securing such indebtedness, Trustor shall have the right to collect all Rents from the Property and to retain, use and enjoy the same. Upon the occurrence of such a default, and subject to the rights of any holder of a security interest in the Property senior to this Deed of Trust, without the necessity of demand or other notice to Trustor or any other act to enforce Beneficiary's interest pursuant to this assignment, Trustor shall have no interest whatsoever in the Rents that are received by Trustor after a default, and all such Rents shall be received and held by Trustor in constructive trust for Beneficiary and delivered promptly to Beneficiary, or to a court appointed receiver for the Property, without the necessity for further notice to, or demand upon, Trustor. Upon the occurrence of such a default and at any time thereafter during the continuance thereof, Beneficiary may, at its option, and subject to the rights of any holder of a security interest in the Property senior to this Deed of Trust, send any tenant of the Property a notice to the effect that: (a) a default has occurred; (b) Beneficiary has elected to exercise its rights under this assignment; and (c) such tenant is thereby directed to thereafter make all payments of Rents to or for the benefit of Beneficiary or as Beneficiary shall direct. Any such tenant shall be entitled to rely upon any notice from Beneficiary and shall be protected with respect to any payment of Rents made pursuant to such notice, irrespective of whether a dispute exists between Trustor and Beneficiary with respect to the existence of a default or the rights of Beneficiary hereunder. Any such tenant shall not be required to investigate or determine the validity or accuracy of such notice or the validity or enforceability of this assignment.

4. Inspection. Beneficiary may make or cause to be made reasonable entries upon and inspections of the Property, provided that Beneficiary shall give Trustor 24 hours written notice prior to any such inspection specifying reasonable cause therefore related to Beneficiary's interest in the Property.

5. Condemnation. Subject to the rights of the holder of any senior deed of trust, the proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of the Property, or part thereof, or for conveyance in lieu of condemnation, are hereby assigned and shall be paid to Beneficiary. In the event of a total taking of the Property, the proceeds shall be treated as if received from a sale of the Property. Beneficiary's recovery under the foregoing shall be limited to the then outstanding amount of the Trustor's loan.

6. Forbearance by Beneficiary Not a Waiver. Any forbearance by Beneficiary in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall Item #6.2.

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not be a waiver of or preclude the exercise of any such right or remedy.

7. Remedies Cumulative. All remedies provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust or afforded by law or equity, and may be exercised concurrently, independently or successively.

8. Successors and Assigns Bound; Joint and Several Liability. The covenants and agreements contained in this Deed of Trust shall bind, and the rights hereunder shall inure to, the respective successors and assigns of Beneficiary and Trustor. All covenants and agreements of Trustor shall be joint and severable.

9. Notice. Except for any notice required under applicable law to be given in another manner, (a) any notice to Trustor provided for in this Deed of Trust shall be given by mailing such notice by certified mail (return receipt requested) addressed to Trustor at the address set forth in this Deed of Trust, or at such other address as Trustor may designate by notice to Beneficiary as provided in this Section 9; and (b) any notice to Beneficiary shall be given by certified mail, return receipt requested, to Beneficiary's addresses stated in this Deed of Trust or to such other address as Beneficiary may designate by notice to Trustor as provided in this Section 9. Any notice provided for in this Deed of Trust shall be deemed to have been given to Trustor or Beneficiary when given in the manner designated therein.

10. Governing Law; Severability. This Deed of Trust shall be governed by the laws of the State of California. In the event that any provision or clause of this Deed of Trust or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Deed of Trust or the Note which can be given effect without the conflicting provision, and to this end the provisions of the Deed of Trust and the Note are declared to be severable.

11. Transfer of the Property. Except as provided below and in the Loan Agreement, no Transfer shall be permitted without the prior written consent of the Beneficiary, which the Beneficiary may withhold in its sole discretion. The Note shall automatically accelerate and be due in full upon any unauthorized transfer.

12. Default by Trustor. Upon default by Trustor in performance of any agreement hereunder, following the expiration of all applicable notice and cure periods, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary shall notify the holder of any deed of trust on the property senior to this Deed of Trust ("Senior Lender") of Trustor's default and of any actions contemplated by Beneficiary. Beneficiary shall permit any Senior Lender to acquire title to the property free and clear through foreclosure. In the absence of such action by any Senior Lender, after the lapse of such time as may then be required by law following the recordation of said notice of default, and subsequent to the notice of sale having been given as then required by law, Trustee, without demand on Beneficiary, shall sell said Item #6.2.

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property at the time and place fixed by it in said notice of sale at public auction to the highest bidder for cash in lawful money of the United States, payable at the time of sale.

13. Trustor's Right to Reinstate. Notwithstanding Beneficiary's acceleration of sums secured by this Deed of Trust, Trustor shall have the right to have any proceedings begun by Beneficiary to enforce covenants of this Deed of Trust relating to sums due and payable by Trustor discontinued at any time prior to five days before the Property is first scheduled for sale pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust, if: (a) Trustor pays Beneficiary all sums which would be then due under this Deed of Trust, and (b) the Trustor pays all reasonable expenses incurred by Beneficiary and Trustee in enforcing the covenants and agreements of Trustor contained in this Deed of Trust and in enforcing Beneficiary's and Trustee's remedies, including but not limited to, reasonable attorney's fees; and (c) Trustor takes such action as Beneficiary may reasonably require to assure that the lien on this Deed of Trust, Beneficiary's interest in the Property, and Trustor's obligation to pay the sums secured by this Deed of Trust shall continue unimpaired.

Upon such payment and cure by Trustor, this Deed of Trust and the obligations secured hereby shall remain in full force and effect as if no acceleration had occurred.

14. Request for Notices. Trustor requests that copies of the notice of default and notice of sale be sent by certified mail to Trustor's address which is:

Hunt Pradera II, L.P.
c/o BRIDGE Housing Corporation
600 California Street, Suite 900
San Francisco, CA 94108
Attention:

And:
c/o Napa Valley Community Housing
150 Camino Dorado
Napa, CA 94558
Attention: Erica Sklar
with copy to:
[ADD CITY’S NOTICE ADDRESS]
Item #6.2.

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IN WITNESS THEREOF, Trustor has executed this Deed of Trust.

TRUSTOR:

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EXHIBIT A

LEGAL DESCRIPTION
The land referred to is situated in the County of Napa, City of Calistoga, State of California, and is described as follows:

TRACT ONE:

APN: 011-050-027-000
Item #6.2.

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Leasehold estate as created by that certain lease dated [June 1, 2024] [CHECK], made by and between the City of Napa, a municipal corporation, as lessor, and HUNT PRADERA II, L.P., a California limited partnership a California limited partnership, as lessee, for the term of [__] years and upon the terms and conditions contained in said lease and subject to provisions contained in the lease which limit the right of possession. Memorandum of Lease thereof recorded concurrently herewith in Official Records of Napa County, in and to the following:

TRACT TWO:

APN: 009-030-019-000
Item #6.2.

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1 AMENDED AND RESTATED SECURED PROMISSORY NOTE
(City Loan)
$[253,878] Calistoga, California
June 1, 2024
FOR VALUE RECEIVED, Hunt Pradera II, L.P., a California limited partnership (“Borrower”), promises to pay to the City of Calistoga, a municipal corporation (the “City”), in lawful money of the United States of America, the principal sum of [Two Hundred Fifty-Three Thousand, Eight Hundred Eighty-Seven Dollars ($253,878)], together with interest on the outstanding principal balance in accordance with the terms and conditions described herein.

This Amended and Restated Secured Promissory Note (this “Note”) has been executed and delivered pursuant to and in accordance with an Assignment, Assumption and Amendment of Loan Documents, and Consent to Transfer of Property, dated as of June 1, 2024, executed by and between Calistoga Brannan Housing Associates, a California Limited Partnership (“Prior Borrower”), City, and Borrower and recorded in the Official Record of Napa County (“Official Records”) on or about the date of this Note (the “Amendment and Assignment”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Regulatory Agreement (defined below).

The City provided a loan to Napa Valley Ecumenical Housing Foundation, a California nonprofit public benefit corporation dba Napa Valley Family Homes, (“NVEHF”) and BRIDGE (and together with NVEHF, the “Original Borrower”) in the original principal amount of Two Hundred Firty Housand Dollars ($250,000) (the “City Loan”) pursuant to that certain Agreement for Loan of Funds entered into by and among the City and Original Borrower, dated as of October 6, 1992, as amended (collectively, the “Loan Agreement”), which City Loan was assigned from Original Borrower to Prior Borrower pursuant to that certain Assignment and Assumption Agreement dated May 19, 1993 and recorded in the Official Records of Napa County (“Official Records”) on May 26, 1993 as Instrument No. 1993-016497 (the “Assignment”).

This Note amends and restates in its entirety that certain Promissory Note in the original principal amount of Two Hundred Fifty Thousand Dollars ($250,000), dated as of December 10, 1992 (the “Prior Note”) and executed by Original Borrower, which Note was assigned from Original Borrower to Prior Borrower pursuant to the Assignment. The original principal amount of this Note is equal to the sum of the outstanding principal balance of the Prior Note of [Two Hundred Thirty-Seven Six Hundred Twenty-One Dollars ($237,621)] plus the outstanding interest accrued on the Prior Note as of the date hereof of [Sixteen Thousand Two Hundred fiftySeven Dollars ($16,257)].

This Note is secured by a Deed of Trust dated as of the date hereof and recorded in the Official Records on or about the date of this Note (“Deed of Trust”). The City shall be entitled to the benefits of the security provided by the Deed of Trust and shall have the right to enforce the covenants and agreements contained herein, in the Deed of Trust, and that certain Regulatory Agreement dated as of November 22, 1993, and recorded in the Official Records on January 3, Item #6.2.

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2 1994 as Instrument No. 1994-000075 (“Original Regulatory Agreement”). Pursuant to the Amendment and Assignment, Borrower assumed Prior Borrower’s obligations under the Original Regulatory Agreement, and the City and Borrower executed an Amendment to the Original Regulatory Agreement dated as of the date hereof, and recorded in the Official Records on or about the date of this Note (the “Regulatory Agreement Amendment”) The Original Regulatory Agreement as amended by the Regulatory Agreement Amendment is referred to herein as the “Regulatory Agreement”). The rent restrictions and other requirements set forth in the Regulatory Agreement shall remain effective for the full term thereof and shall survive the repayment of this Note.

This Note, the Loan Agreement, the Deed of Trust, the Regulatory Agreement are collectively referred to herein as the “Loan Documents.”

1. PAYMENTS.

1.1 INTEREST RATE. Interest shall accrue on the principal balance of this Note outstanding from time to time at the rate of [four and 45/100 percent (4.45%)] annual interest compounded annually. Interest shall be calculated on the basis of a year of 365 days, and charged for the actual number of days elapsed.

1.2 ANNUAL PAYMENT DATES; MATURITY DATE. Annual payments toward principal and interest accrued on this Note shall be payable on a residual receipts basis in accordance with Section 1.3 below. Payments shall be credited first to any unpaid late charges and other costs and fees then due, then to accrued interest, and then to principal. In no event shall any amount due under this Note become subject to any rights, offset, deduction or counterclaim on the part of Borrower. The entire outstanding principal balance of this Note, together with interest accrued thereon and all other sums accrued hereunder shall be payable in full on June 1, 2081 (the “Maturity Date”).

1.3 ANNUAL PAYMENTS FROM SURPLUS CASH. Commencing upon the Project’s conversion to permanent loan phase, but by no later than [June 30] of each year following the City’s issuance of a final certificate of occupancy or equivalent for the Project, Borrower shall pay City’s Pro Rata Share (as defined below) of fifty percent (50%) of all Surplus Cash generated by the Project during the previous calendar year to City to reduce the indebtedness owed under this Note. Each payment of Surplus Cash due pursuant to this Section shall be due and payable to the City by not later than [June 30] for the previous calendar year. “City’s Pro Rata Share” means the percentage calculated by dividing the original principal amount of this Note by the sum of the original principal amounts of (a) this Note, (b) the loans provided by the Department of Housing and Community Development (“HCD”), and (c) the loan provided by the City of St. Helena for the Project. The City’s Pro Rata Share will be [One and 74/100 percent (1.74%)].

By not later than [May 1] of each year following City’s issuance of a final certificate of occupancy or equivalent for the Project, Borrower shall provide to City Borrower’s calculation Item #6.2.

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3 of Surplus Cash for the previous calendar year, accompanied by such supporting documentation as City may reasonably request.

1.3.1 “Surplus Cash” shall mean for each calendar year during the term hereof, the amount by which Gross Revenue (defined below) exceeds Annual Operating Expenses (defined below) for the Project. Surplus Cash shall also include net cash proceeds realized from any sale or refinancing of the Project, less fees and closing costs reasonably incurred in connection with such sale or refinancing, and any City-approved uses of the net cash proceeds of the sale or refinancing.

1.3.2 “Gross Revenue” shall mean for each calendar year during the term hereof, all revenue, income, receipts and other consideration actually received by Borrower from the operation and leasing of the Project.

1.3.3 “Annual Operating Expenses” shall mean for each calendar year during term hereof, the actual, reasonable, and customary costs, fees and expenses incurred for the operation and maintenance of the Project, plus deposits into reserves and debt service currently due and payable on a non-optional basis (excluding debt service due from residual receipts or surplus cash of the Project) on loans which are secured by deeds of trust senior in priority to the Deed of Trust (“Senior Loans”). Annual Operating Expenses shall include any previously unpaid portion of the developer fee, provided however, the aggregate amount of the developer fee may not exceed the developer fee allowable for the Project pursuant to California Tax Credit Allocation Committee regulations; any annual monitoring fees required by City or other public agency lenders. Annual Operating Expenses shall also include a partnership management fee payable to the general partner of Borrower and an asset management fee payable to the investor limited partner of Borrower.

1.4 PREPAYMENT. Borrower may, without premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this Note, provided that each such prepayment is accompanied by accrued interest on the amount of principal prepaid calculated to the date of such prepayment. Prepayments shall be applied first to any unpaid late charges and other costs and fees then due, then to accrued but unpaid interest, and then to principal. The Regulatory Agreement shall remain in full force for the entire term thereof regardless of any prepayment of this Note.

1.5 MANNER OF PAYMENT. All payments of principal and interest on this Note shall be made to City at 1232 Washington Street, Calistoga, CA 94515 or such other place as City shall designate to Borrower in writing, or by wire transfer of immediately available funds to an account designated by City in writing.

2. DEFAULTS AND REMEDIES.

2.1 DEFAULT AND ACCELERATION. This Note is secured by a Deed of Trust.

All covenants, conditions and agreements contained in the Deed of Trust and the Loan Agreement are hereby made a part of this Note. Borrower agrees that the unpaid balance of the then principal amount of this Note, together with all accrued interest thereon and charges owing, Item #6.2.

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4 shall, at the option of City, become immediately due and payable upon any Event of Default as defined in the Loan Agreement which has not been cured pursuant to that Loan Agreement, including without limitation the failure of Borrower to make any payment when due. Upon any Event of Default, City make exercise any other right or remedy permitted under the City Loan Documents.

2.2 LIMITED PARTNERS RIGHT TO CURE. Borrower’s limited partner shall have the right to cure any default of Borrower hereunder upon the same terms and conditions afforded to Borrower. Any cure tendered by a limited partner of Borrower shall be deemed to be a cure by Borrower and shall be accepted or rejected on the same basis as if tendered by Borrower. City shall provide any notice of default hereunder to Borrower’s limited partners concurrently with the provision of such notice to Borrower, and as to such limited partners, the cure periods specified herein shall commence upon the date of delivery of such notice.

3. MISCELLANEOUS.

3.1 WAIVER. Any waiver by City of any obligation in this Note must be in writing.

No waiver shall be implied from any failure of Borrower to take, or any delay or failure by City to take action on any breach or default by Borrower or to pursue any remedy allowed under this Note or applicable law. Any extension of time granted to Borrower to perform any obligation under this Note shall not operate as a waiver or release from any of its obligations under the Note. Borrower hereby waives all defenses and pleas on the grounds of any extensions of the time for repayment of any amounts due under this Note, unless City has granted such extensions in writing. Consent by City to any act or omission by Borrower shall not be construed to be a consent to any other act or omission or to waive the requirement for City's written consent to future waivers.

3.2 NOTICES. Any notice required or permitted to be given hereunder shall be given in accordance with the Amendment and Assignment.

3.3 SEVERABILITY. If any provision in this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

3.4 GOVERNING LAW; VENUE. This Note shall be governed by the laws of the State of California without regard to principles of conflicts of laws. Any legal action filed in connection with this Note shall be filed in the Superior Court of Napa County, California, or in the Federal District Court for the Northern District of California.

3.5 BINDING ON SUCCESSORS. This Note shall bind Borrower and its successors and permitted assigns and shall accrue to the benefit of City and its successors and assigns.

3.6 SECTION HEADINGS, CONSTRUCTION. The headings of Sections in this Note are provided for convenience only and will not affect its construction or interpretation.

Item #6.2.

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5 3.7 RELATIONSHIP OF THE PARTIES. The relationship of Borrower and City under this Note is solely that of borrower and lender, and the loan evidenced by this Note and secured by the Deed of Trust will in no manner make City the partner or joint venturer of Borrower.

3.8 TIME IS OF THE ESSENCE. Time is of the essence with respect to every provision of this Note.

3.9 NONRECOURSE. Except as expressly provided in this Section 3.9, neither Borrower nor the general or limited partners of Borrower shall have personal liability for payment of the principal of, or interest on, this Note, and the sole recourse of City with respect to the payment of the principal of, and interest on, this Note shall be to the Project, the Property and any other collateral held by City as security for this Note; provided however, nothing contained in the foregoing limitation of liability shall:
(A) impair the enforcement against all such security for the Loan of all the rights and remedies of the City under the Deed of Trust and any financing statements City files in connection with the Loan as each of the foregoing may be amended, modified, or restated from time to time; (B) impair the right of City to bring a foreclosure action (subject to the notice and cure rights set forth in Section 2.4 above), action for specific performance or other appropriate action or proceeding to enable City to enforce and realize upon the Deed of Trust, the interest in the Project and the Property created thereby and any other collateral given to City in connection with the indebtedness evidenced hereby and to name the Borrower as party defendant in any such action;
(C) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the Loan as a demand for money within the meaning of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto; or (D) constitute a waiver of any right which City may have under any bankruptcy law to file a claim for the full amount of the indebtedness owed to City hereunder or to require that the Project and the Property shall continue to secure all of the indebtedness owed to City hereunder in accordance with this Note and the Deed of Trust.

3.10 ASSIGNMENT AND ASSUMPTION. Borrower shall not assign any of its interests under this Note to any other party, except as specifically permitted under the terms of the Loan Documents, without the prior written consent of City. Any unauthorized assignment shall be void. This Note may not be transferred by the City.

3.11 ATTORNEYS’ FEES AND COSTS. In the event of any Event of Default, or any legal action is commenced to interpret or to enforce the terms of this Note, the prevailing party in any such action shall be entitled to recover all reasonable attorneys' fees and costs incurred in such action.

3.12 AMENDMENTS AND MODIFICATIONS. Any amendments or modifications to the Note must be in writing, and shall be made only if executed by both Borrower and City.

Item #6.2.

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6 Item #6.2.

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7 IN WITNESS WHEREOF, Borrower has executed this Amended and Restated Secured Promissory Note as of the date first written above.

BORROWER:

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1 Hunt’s Grove and La Pradera
Subordination Agreement (City of Calistoga)
4861-3152-4535v.2 0113877-000049

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Umpqua Bank
1111 Third Avenue, Suite 2900
Seattle, Washington 98101
Attention: __________________
Space Above For Recorder’s Use

SUBORDINATION AGREEMENT
(City of Calistoga)
NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH

ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO

OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND.

THIS SUBORDINATION AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2024, by and among UMPQUA BANK, an Oregon banking corporation, as agent (in such capacity, “Agent”) for the CALIFORNIA MUNICIPAL FINANCE AUTHORITY, a joint exercise of powers agency, duly organized and validly existing under the laws of the State of California (“Issuer”), under and pursuant to that certain Master Agency Agreement dated as of June 1, 2021 (as amended form time to time, the “Master Agency Agreement”) (Issuer, and its successors in interest in and to this Assignment, acting through Agent during the term of Agent’s agency and acting on their own behalf or through other agents thereafter, are referred to herein as “Senior Lender”), CITY OF CALISTOGA, a California municipal corporation (“Subordinate Lender”), and HUNT PRADERA II, L.P., a California limited partnership (the “Borrower”).

W I T N E S S E T H
A. Borrower has, or will, acquire certain real property more particularly described on Exhibit A attached hereto (the “Property”), and intends to rehabilitate certain improvements located thereon. As to Parcel __ described on Exhibit A (the “Calistoga Property”), the Borrower shall acquire or has acquired a fee interest therein, and as to Parcel __ described on Exhibit A (the “St. Helena Property”), the Borrower shall acquire or has acquired a leasehold interest therein together with a fee interest in the improvements located thereon.

B. Subordinate Lender has previously made a loan (the “Subordinate Loan”) to Napa Valley Ecumenical Housing Foundation, a California nonprofit public benefit corporation dba Napa Valley Family Homes, (“NVEHF”), and Bridge Housing Corporation, a California nonprofit public benefit corporation (“BRIDGE”) (and together with NVEHF, the “Original Borrower”) in the principal amount of Two Hundred Fifty Thousand and No/100th Dollars ($250,000) (the “Subordinate Loan”), pursuant to that certain Agreement for Loan of Funds dated as of October 6, 1992 (as amended, the “Subordinate Loan Agreement”), between Original Borrower and Subordinate Lender. The Subordinate Loan was previously assigned Item #6.2.

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from Original Borrower to Calistoga Brannan Housing Associates, a California Limited Partnership (“Seller”), pursuant to that certain Assignment and Assumption Agreement dated May 19, 1993 (the “Subordinate First Assignment”), which was recorded in the Official Records of the County of Napa, State of California (“Official Records”) on May 26, 1993 as Instrument No. 1993-016497. The Subordinate Loan is evidenced by that certain Promissory Note dated as of December 10, 1992, executed by Original Borrower for the benefit of Subordinate Lender in the original principal amount of the Subordinate Loan (the “Original Subordinate Note”), and is secured by that certain Deed of Trust dated December 10, 1992, executed by Original Borrower as trustor for the benefit of Subordinate Lender and recorded in the Official Records on February 4, 1993 as Instrument No. 1993-003733 (the “Original Subordinate Deed of Trust”) and assigned from Original Borrower to Seller pursuant to the Subordinate First Assignment, and which encumbers the Calistoga Property. In connection with the Subordinate Loan, Subordinate Lender and Seller executed that certain Regulatory Agreement (Branna Street Project) dated as of November 22, 1993, and recorded in the Official Records on January 3, 1994 as Instrument No. 1994-000075 (as amended, the “Subordinate Regulatory Agreement”).

C. Concurrently herewith, Borrower, Seller and Subordinate Lender are entering into that certain Assignment, Assumption, and Amendment and Consent to Transfer of the Property dated on or about the date hereof, pursuant to which Subordinate Lender amends certain terms and conditions of the Subordinate Regulatory Agreement agrees to modify certain terms and conditions of the Subordinate Loan, and consents to the transfer of the Calistoga Property from Seller to Borrower (the “Subordinate Second Assignment”). In addition, concurrently herewith, Borrower is executing for the benefit of Subordinate Lender (i) an amended and restated promissory note dated as of _______________ (the “Subordinate Note”), evidencing the Subordinate Loan, which will amend and restate the Original Subordinate Note in its entirety, and (ii) an amended and restated deed of trust dated as of ______________ (the “Subordinate Deed of Trust”), securing the Subordinate Loan, which will amend and restated the Original Subordinate Deed of Trust in its entirety and which will encumber the entire Property. The Subordinate Loan Agreement, the Subordinate Note, the Subordinate Deed of Trust and the Subordinate Regulatory Agreement, the Subordinate First Assignment and the Subordinate Second Assignment, any related UCC-1 financing statement, and any other loan documents evidencing, securing or otherwise relating to the Subordinate Loan, are collectively hereinafter referred to as the “Subordinate Loan Documents.” As used herein, the term “Subordinate Indebtedness” means any and all indebtedness, claims, debts, liabilities or other obligations from Borrower to Subordinate Lender under the Subordinate Loan Documents, together with all costs and expenses, including attorneys’ fees, of collection thereof, whether the same accrues or is incurred before or after the commencement of any bankruptcy case by or against Borrower D. Senior Lender has agreed to make two loans (collectively, the “Senior Loans”) to Borrower in the aggregate maximum principal amount of $______________, which consists of a tax-exempt loan (the “Senior Tax-Exempt Loan”) in the original principal amount of $_____________ and a taxable loan (the “Senior Taxable Loan”) in the original principal amount of $_____________, pursuant to that certain Construction and Term Loan Agreement dated as of even date herewith (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Senior Loan Agreement”), by and between Item #6.2.

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Borrower and Senior Lender, for the purpose of acquiring and constructing certain improvements on the Property.

E. Issuer, in order to raise sufficient funds to make the Senior Loans to Borrower, has determined to issue its California Municipal Finance Authority Multifamily Housing Revenue Bonds (______________) 2024 Series _-1 in the face amount of $_______________ (the “Tax-Exempt Bond”) and its California Municipal Finance Authority Multifamily Housing Revenue Bonds (________________) 2024 Series __-2 (Taxable) in the original principal amount of $_______________ (the “Taxable Bond”, and together with the Tax-Exempt Bond, the “Bonds”). The Senior Loan will be funded with the proceeds of the sale of the Bonds to Umpqua Bank, an Oregon banking corporation (in its capacity as holder of the Bonds, “Holder”).

F. The Senior Loans are evidenced by that certain Promissory Note (Tax-Exempt – Series __-1) dated as of even date herewith (the “Senior Tax-Exempt Note”), executed by Borrower to the order of Senior Lender in the face principal amount of $____________, and that certain Promissory Note (Taxable – Series __-2) dated as of even date herewith (the “Senior Taxable Note”, and together with the Senior Tax-Exempt Note, the “Senior Notes”), executed by Borrower to the order of Senior Lender in the face principal amount of $____________, and secured by that certain Construction and Permanent Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing dated as of even date herewith (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Senior Deed of Trust”), executed by Borrower for the benefit of Senior Lender. In accordance with that certain Master Pledge and Assignment dated as of even date herewith (the “Master Pledge”), by and among Issuer, Agent and Holder, the interests of Issuer in this Assignment, the Senior Loan Agreement, the Senior Notes, the Senior Deed of Trust and the other Loan Documents (as defined in the Senior Loan Agreement), excluding the Reserved Rights (as defined in the Master Pledge), are concurrently herewith, being assigned by Senior Lender to Holder, pursuant to that certain Assignment of Deed of Trust and Related Documents dated as of even date herewith (the “Assignment of Deed of Trust”) and recorded in the Official Records substantially concurrently with the Senior Deed of Trust. The Senior Loan Agreement, the Senior Notes, the Senior Deed of Trust and the other Loan Documents (as defined in the Senior Loan Agreement) are hereinafter collectively referred to as the “Senior Loan Documents”. All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Senior Loan Agreement. As used herein, “Senior Indebtedness” means any and all indebtedness, claims, debts, liabilities or other obligations from Borrower to Senior Lender under the Senior Loan Documents, together with all interest accruing thereon and all costs and expenses, including attorneys’ fees, of collection thereof, whether the same accrues or is incurred before or after the commencement of any bankruptcy case by or against Borrower.

G. WHEREAS, it is a condition precedent to Senior Lender to entering into the Senior Loan Documents and permitting the recordation of any of the Subordinate Loan Documents that the Senior Deed of Trust and the other Senior Loan Documents be and remain at all times a lien or charge upon the Property, prior and superior to the liens or charges of the Subordinate Loan Documents; and
Item #6.2.

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4861-3152-4535v.2 0113877-000049
H. WHEREAS, all capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Senior Loan Agreement.

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

1. Subordination. The Senior Deed of Trust in favor of Senior Lender, and all amendments, modifications, extensions and renewals thereof shall unconditionally be and remain at all times a lien or charge on the Property prior and superior to the lien or charge of the Subordinate Loan Documents. Subordinate Lender intentionally and unconditionally subordinates the lien or charge of the Subordinate Loan Documents in favor of the lien or charge upon said land of the Senior Deed of Trust in favor of Senior Lender, and understands that in reliance upon and in consideration of this subordination, specific loans and advances are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this subordination.

2. Only Agreement Regarding Subordination. Senior Lender would not permit the recordation of any Subordinate Loan Documents without this Agreement. Subordinate Lender hereby acknowledges and agrees that this Agreement shall be the whole and only agreement between with regard to the subordination of the lien or charge of the Subordinate Loan Documents to the lien or charge of the Senior Deed of Trust and the other Senior Loan Documents, and this Agreement shall supersede and cancel, but only insofar as would affect the priority between said deeds of trust and any covenants, conditions and restrictions, any prior agreements as to such subordination, including, but not limited to, those provisions, if any, contained in the Subordinate Loan Documents which provide for the subordination of the lien or charge thereof to another deed or deeds of trust or to another mortgage or mortgages.

3. Loan Disbursements by Senior Lender. Senior Lender, in making disbursements pursuant to the Senior Loan Documents, shall be under no obligation or duty to, nor has Senior Lender represented that it will, see to the application of such proceeds by Borrower or any other person to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in the Senior Loan Documents shall not defeat the subordination herein made, in whole or in part.

4. Consent and Approval. Subordinate Lender has received and consents to and approves the Senior Loan Documents, including, but not limited, to any extension, modification and/or amendment of said agreements, between Borrower and Senior Lender. No decision by Subordinate Lender to review or not review the Senior Loan Documents, including, but not limited to, the disbursement provisions contained therein, shall impair or otherwise limit the enforceability of this Agreement.

5. Other Agreements. Subordinate Lender and Borrower declare, agree, and acknowledge that:

5.1 Subordination of Indebtedness. Any and all Subordinate Indebtedness are hereby subordinated and subject to any and all Senior Indebtedness, as set forth herein.

Item #6.2.

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Subordination Agreement (City of Calistoga)
4861-3152-4535v.2 0113877-000049

5.2 Permitted Payments. Borrower may make payments under the Subordinate Loan Documents, if required, as long as all payments under the Senior Deed of Trust and the other Senior Loan Documents are current and not delinquent or in arrears, and only so long as at the time of such payment: (i) no Event of Default exists under the Senior Loan Agreement and no event exists which, with the lapse of time or the giving of notice or both, would be an Event of Default under the Senior Indebtedness of which Subordinate Lender has received notice; and (ii) the payment would not result in a violation of any of Borrower’s financial covenants set forth in any of the documents evidencing the Senior Loans (“Permitted Payments”).

5.3 Payment Subordination. Except for any Permitted Payments, (a) all of the Senior Indebtedness now or hereafter existing shall be first paid in full by Borrower before any payment shall be made by Borrower on the Subordinate Indebtedness, and (b) this priority of payment shall apply at all times until all of the Senior Indebtedness has been repaid in full. In the event of any assignment by Borrower for the benefit of Borrower’s creditors, or any bankruptcy proceedings instituted by or against Borrower, or the appointment of any receiver for Borrower or Borrower’s business or assets, or of any dissolution or other winding up of the affairs of Borrower or of Borrower’s business, and in all such cases respectively, Borrower’s officers and any assignee, trustee in bankruptcy, receiver and other person or persons in charge are hereby directed to pay to Senior Lender the full amount of the Senior Indebtedness before making any payments to Subordinate Lender due under the Subordinate Indebtedness.

5.4 Return of Prohibited Payments. Except as otherwise expressly agreed to herein, if Subordinate Lender shall receive any payments or other rights in any property of Borrower in connection with the Subordinate Indebtedness in violation of this Agreement, such payment or property shall immediately be delivered and transferred to Senior Lender after notice to Subordinate Lender.

5.5 Repayment of Senior Indebtedness. This Agreement shall remain in full force and effect until all amounts due under the Senior Notes and the Senior Loan Agreement are fully repaid in accordance with its terms and all of the terms of this Agreement have been complied with.

5.6 Standstill. Subordinate Lender agrees that, without Senior Lender’s prior written consent, which will not be unreasonably withheld, conditioned or delayed, it will not accelerate the Subordinate Indebtedness, commence foreclosure proceedings with respect to the Property, collect rents, appoint (or seek the appointment of) a receiver or institute any other collection or enforcement action under the Subordinate Loan Documents.

6. Senior Lender Agreements. Senior Lender agrees that it shall not complete a foreclosure sale of the Property or record a deed-in-lieu of foreclosure with respect to the Property (each, a “Foreclosure Remedy”) unless Subordinate Lender has first been given ninety (90) days’ written notice of the Event(s) of Default giving Senior Lender the right to complete such Foreclosure Remedy, and unless Subordinate Lender has failed, within such ninety (90)-day period, to cure such Event(s) of Default; provided, however, that Senior Lender shall be entitled during such ninety (90)-day period to continue to pursue all of its rights and remedies under the Senior Loan Documents, including, but not limited to, acceleration of the Senior Loans (subject Item #6.2.

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Subordination Agreement (City of Calistoga)
4861-3152-4535v.2 0113877-000049
to any de-acceleration provisions specifically set forth in the Senior Loan Documents), commencement and pursuit of a judicial or non-judicial foreclosure (but not completion of the foreclosure sale), appointment of a receiver, enforcement of any guaranty (subject to any notice and cure provisions contained therein), and/or enforcement of any other Senior Loan Document.

In the event Senior Lender has accelerated the Senior Loans and Subordinate Lender cures all Events of Default giving rise to such acceleration within the ninety (90)-day cure period described above, such cure shall have the effect of de-accelerating the Senior Loans; provided, however, that such de-acceleration shall not waive or limit any of Senior Lender’s rights to accelerate the Senior Loans or exercise any other remedies under the Senior Loan Documents as to any future or continuing Events of Default. It is the express intent of the parties hereunder that Senior Lender shall have the right to pursue all rights and remedies except completion of a Foreclosure Remedy without liability to Subordinate Lender for failure to provide timely notice to Subordinate Lender required hereunder, and that Senior Lender’s liability hereunder shall be expressly limited to actual and consequential damages to Subordinate Lender directly caused by Senior Lender’s completion of a Foreclosure Remedy without Subordinate Lender receiving the notice and opportunity to cure described above. Senior Lender shall give Subordinate Lender notice at the address set forth below in Section 10.3 or such other address as Subordinate Lender may instruct Senior in writing from time to time.

7. Bankruptcy Provisions. To the extent any payment under any Senior Loan Document (whether by or on behalf of Borrower, as proceeds of security or enforcement of any right of set-off, or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar party under any federal or state bankruptcy, insolvency, receivership or similar law, then if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

8. Casualty Insurance Proceeds; Condemnation Proceeds. In the event Senior Lender shall release, for the purposes of restoration of all or any part of the improvements, its right, title and interest in and to the proceeds under policies of insurance thereon, and/or its right, title and interest in and to any awards, or its right, title and interest in and to other compensation made for any damages, losses or compensation for other rights by reason of a taking in eminent domain, Subordinate Lender shall simultaneously release (and hereby agrees that it shall be irrevocably and unconditionally deemed to have agreed to release) for such purpose all of Subordinate Lender’s right, title and interest, if any, in and to all such insurance proceeds, awards or compensation. Subordinate Lender agrees that the balance of such proceeds remaining after such restoration, or all of such proceeds in the event Senior Lender elects, in accordance with California law, not to release any such proceeds for any such restoration, shall be applied to the payment of amounts due under the Senior Loan Documents until all such amounts have been paid in full, prior to being applied to the payment of any amounts due under the Subordinate Loan Documents. If Senior Lender holds such proceeds, awards or compensation and/or monitors the disbursement thereof, Subordinate Lender agrees that Senior Lender may also elect, in its sole and absolute discretion, to hold and monitor the disbursement of such proceeds, awards and compensation to which Subordinate Lender is or may be entitled. Nothing contained in this Agreement shall be deemed to require Senior Lender, in any way whatsoever, to act for or on behalf of Subordinate Lender or to hold or monitor any proceeds, awards or compensation in Item #6.2.

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trust for or on behalf of Subordinate Lender, and all or any of such sums so held or monitored may be commingled with any funds of Senior Lender.

9. Effect of Other Agreements. The relationship between Borrower and Senior Lender under the Senior Loan Documents is, and shall at all times remain, solely that of borrower and lender. Based thereon, Subordinate Lender acknowledges and agrees that Senior Lender neither undertakes nor assumes any fiduciary responsibility or other responsibility or duty to Borrower or Subordinate Lender to guarantee or assist in Borrower’s or Subordinate Lender’s performance under any of the agreements between those parties and other third parties, including without limitation the Subordinate Loan Documents.

10. Miscellaneous.

10.1 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement shall be construed and enforced in accordance with the laws of the State of California.

10.2 If any of the provisions or terms of this Agreement shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other of the terms hereof, and this Agreement shall be construed as if such unenforceable term had never been contained herein.

10.3 All notices and other communications hereunder shall be deemed to have been duly given, made, or served, if in writing and delivered personally or mailed by first class mail, postage prepaid, to the respective parties to this Agreement as follows:
(a) If to Senior Lender
Umpqua Bank
One Capitol Mall, Suite 610
Sacramento, California 95814
Attention: Gabriel Brown
(b) If to Subordinate Lender:

City of Calistoga
__________________
1232 Washington Street
Calistoga, CA 94515__________________
Attention: City Manager
(c) If to Borrower:

Hunt Pradera II, L.P.
c/o BRIDGE Housing Corporation
600 California Street, Suite 900
Item #6.2.

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Hunt’s Grove and La Pradera
Subordination Agreement (City of Calistoga)
4861-3152-4535v.2 0113877-000049
San Francisco, California 94108
Attention: Executive Director
With a copy to:

Napa Valley Community Housing
150 Camino Dorado
Napa, California 94558
Attention: Erica Sklar
The designation of the person to be so notified or the address of such person for the purposes of such notice may be changed from time to time by similar notice in writing.

10.4 This Agreement represents the entire Agreement between the parties hereto on the subject matter hereof and, except as expressly provided herein, shall not be affected by reference to any other documents. Neither this Agreement nor any provision hereof may be changed, waived, discharged, or terminated orally, but such may be accomplished only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge, or termination is sought.

10.5 This Agreement maybe be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and construed as one and the same instrument.

10.6 In the event any action is filed to enforce or construe the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees. Attorney fees shall include services rendered at both the trial and appellate levels, as well as services rendered in any bankruptcy proceeding or arbitration proceeding. [Remainder of Page Intentionally Left Blank]
Item #6.2.

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S-1
Hunt’s Grove and La Pradera
Subordination Agreement (City of Calistoga)
4861-3152-4535v.2 0113877-000049
IN WITNESS WHEREOF, Subordinate Lender, Senior Lender and Borrower have caused this Agreement to be duly executed as of the date and year first above written.

SUBORDINATE LENDER:

CITY OF CALISTOGA,
a California municipal corporation
By: _______________________________
Name: _______________________
Title: _______________________City
Manager
ATTEST:
______________________________
City Clerk
APPROVED AS TO FORM:
________________________________
City CounselAttorney
Item #6.2.

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Hunt’s Grove and La Pradera
Subordination Agreement (City of Calistoga)
4861-3152-4535v.2 0113877-000049
SENIOR LENDER:

UMPQUA BANK,
an Oregon banking corporation, as Agent under
that certain Master Agency Agreement dated as
of June 1, 2024, between Issuer and Agent
By: _______________________________
Gabriel Brown
Vice President
Item #6.2.

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Hunt’s Grove and La Pradera
Subordination Agreement (City of Calistoga)
4861-3152-4535v.2 0113877-000049
BORROWER:

HUNT PRADERA II, L.P.,
a California limited partnership
By: Hunt Pradera II, LLC,
a California limited liability company,
its General Partner
By: BRIDGE Housing Corporation,
a California nonprofit public benefit corporation,
its Managing Member
By: ____________________________________
Smitha Seshadri
Executive Vice President
By: Napa Valley Community Housing,
a California nonprofit public benefit corporation,
its Managing Member
By: ____________________________________
Erica R. Sklar
President and Chief Executive Officer
Item #6.2.

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Hunt’s Grove and La Pradera
Subordination Agreement (City of Calistoga)
4861-3152-4535v.2 0113877-000049

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California }
County of ____________________ }
On _____________________, 2024 before me, ____________________________________, a Notary Public, personally appeared _______________________________, who proved to me the basis of satisfactory evidence to be the person (s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her their authorized capacity (ies), and that by his/her/their signature (s) on the instrument the person (s), or the entity upon behalf of which the person (s) acted, executed the instrument.

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature_____________________________
(SEAL)
Item #6.2.

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Hunt’s Grove and La Pradera
Subordination Agreement (City of Calistoga)
4861-3152-4535v.2 0113877-000049

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature_____________________________
(SEAL)
Item #6.2.

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Hunt’s Grove and La Pradera
Subordination Agreement (City of Calistoga)
4861-3152-4535v.2 0113877-000049

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature_____________________________
(SEAL)
Item #6.2.

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Hunt’s Grove and La Pradera
Subordination Agreement (City of Calistoga)
4861-3152-4535v.2 0113877-000049

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature_____________________________
(SEAL)
Item #6.2.

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A-1
Hunt’s Grove and La Pradera
Subordination Agreement (City of Calistoga)
4861-3152-4535v.2 0113877-000049

EXHIBIT A
Legal Description
Item #6.2.

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City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Jeff Mitchem, Planning & Building Director
Meeting: City Council - Aug 15 2023
Subject: Loan Extension Request for La Pradera Apartments DESCRIPTION:

Seeking City Council Direction for Loan Extension Request from La Pradera Apartments.

RECOMMENDATION:

Provide direction regarding issuing a Letter of Commitment (Attachment 1) to BRIDGE Housing Corporation (and/or its Limited Partner affiliate) with the intent to extend by future resolution the maturity date of a promissory note (Attachment 2) between the City of Calistoga and Calistoga Brannan Housing Associates (and/or the newly formed Limited Partnership, Hunt Pradera II LP) for up to 57 years from the current maturity date of December 10, 2023, extending the maturity date to December 10, 2093.

BACKGROUND/SUMMARY:

Calistoga Brannan Housing Associates, a California Limited Partnership was formed on November 4, 1992 to develop and operate a 48-unit affordable housing development located in Calistoga, California, which is currently operating under the name of La Pradera Apartments which are located at 38 Brannan St. Calistoga Brannan Housing Associates is currently controlled by its general partner, Calistoga Brannan Housing, Inc., which is a non-profit organization, under the control of the Board of Directors of BRIDGE Housing Corporation and Napa Valley Community Housing.

Also in 1992 the City of Calistoga provided a $250,000 loan due in December of this year. New loan terms are being requested including a new term of 57 years accruing interest at the rate of 3% per annum simple interest on the outstanding principal balance throughout the extension period.

ANALYSIS:

Loan Details & Request
On October 6, 1992 the City of Calistoga, Napa Valley Family Homes and Bridge Housing Corporation ) entered into a Loan Agreement (Attachment 3) for the purpose of constructing an affordable housing development within the City with the following terms: Note the following loan details:

Principal $250,000
Interest 6.50% adjusting annually to be 50 b
interest rate (per the promissory note.)
Term 31 years, maturing on December 10, 2023.

Outstanding Balance $253,878. Principal through 12/1/2022 - $237,621. Accrued interest as of 12/31/2022 - $8,221. Projected accrued interest as of 1/1/2023-May 1, 2024 - $8,036.

Item #8.4.

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Item #6.2.

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Funding Source
Calistoga.

Rent Restriction 23 of the 48 units are reserved for Low Income renters who qualify if they earn 80% or less of Area Median Income. Example: a family of 4 earning no more than $106,700 annually would pay maximum monthly rent of $2,668.

Paid to Date As of 6/30/2023, City has received payments of $301,224.18 in interest and $12,378.82 in principal.

BRIDGE Housing Corporation requests the loan to enable a more comprehensive resyndication and rehabilitation of the property. There exists a unique opportunity for resyndication deals this year due aside additional funding for 4% Low Income
qualify for this unique set aside. This rehabilitation/resyndication is one of the only avenues that allows BRIDGE Housing Corporation to adequately fund and address the physical needs on the site that cannot be otherwise addressed with existing property reserves or proceeds from a refinancing.

The requested extension is for a new term of 57 years, accruing interest at the rate of 3% per annum simple interest on the outstanding principal balance throughout the extension period. Payments will continue to be made annually to the extent of excess/ distributable cash. With the loan extension, Bridge Housing will also accept an extension of the Regulatory Agreement to run with the land for a term of 57 years, maturing December 10, 2093. Extending the loan terms and regulatory agreement will provide continued affordable housing for current and future residents.

Other Similar Loans
City records show two similar City-financed rental projects in Calistoga.

Palisades Apartments November 16, 2006. 24 units (8 VLI, 8 LI, 8 MI) workforce housing units at 40 & 42 Brannan Street. City has a loan funded with HOME Funds - $3,197,184 at 3% Interest. Term of 55 Years, set to mature December 31, 2064 Lakewood Apartments January 16, 2006. 8 units (VLI) at 1809 Lake Street. City has a loan agreement for up to $80,000 at 3% Interest. Term of 20 years, set to mature January 16, 2027.

Options
Responses to the loan modification request include the following:

1. Seek repayment: This action will ensure that the loan will be paid off upon maturity. A repayment would ensure that the CDBG funds totaling approximately $245,842 (plus projected accrued interest) are available to be re-invested back into the community. The City would be required to submit and receive approval of a CDBG Program Income Reuse Plan with the State of California Department of Housing and Community Development before the funds could be reutilized. If the City were to allow the loan to mature without extension, the Regulatory Agreement would end in November 2024 and the affordability of the units would no longer be regulated by the City. However, other funding sources would likely continue to govern affordability.

2. Negotiate a loan extension of less than 57 years: This action will direct staff to negotiate a loan extension for a term shorter than requested by the Developer. A loan extension shorter than 57 years will provide the opportunity for the CDBG funds are re-invested back in the community sooner than 2093. Under the option of negotiating a term of less than 57 years, the regulatory agreement term should also be considered to preserve the affordability of the Project.

3. Accept the requested loan extension: This action will direct staff to extend the loan term and regulatory agreement for a term of 57 years. This action will preserve the affordability of the Project for an additional 57 years.

Item #8.4.

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Item #6.2.

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4. Negotiate deeper affordability. Negotiate for more affordability either by providing more units and/or lower rents while accepting the changes in the terms of loans.

Please know Option 4 is not favored by BRIDGE. The applicant requests to keep the affordability in the current regulatory agreement as-is:
the project units as affordable to persons and families of low-income (23 project units restricted pursuant to this regulatory agreement). Low-income household defined as household whose annual Staff will negotiate with the Applicant based on Council direction and return to Council for final approval.

CEQA STATUS:
(CEQA).

FINANCIAL IMPACT:

As of December 31, 2022, the principal balance is $237,62 with $8,221 in accrued interest. The City will need to calculate the projected accrued interest between January 1, 2023 to May 1, 2024 and add that to the existing principal plus accrued interest balance to get the new principal balance.

Under Option 1 the City will receive revenue that will be available to be re-invested back into the community for housing.

Options 2, 3 and 4 will delay the repayment of the loan; however, extending the loan will result in increased revenue over time from accrued interest and guarantee certain affordability levels.

Note: Staff confirmed that the City has been regularly receiving the annual independent audits and financial statements per the Regulatory Agreement.

ATTACHMENT(S):

ATTCH 1 - Debt Extension Commitment Letter_ Calistoga (2) ATTCH 2 - Promissory Note $250K (City of Calistoga)1992 La Pradera (2) ATTCH 3 - Agreement for Loan of Funds (City of Calistoga to NVFH) 1992 La Pradera APPROVAL(S):

Nitish Sharma Approved - Aug 02 2023
Laura Snideman, City Manager Approved - Aug 07 2023
Yudiana Galvan, Interim City Clerk Approved - Aug 07 2023 Item #8.4.

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Item #6.2.

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ATTACHMENT 1
DATE
California Tax Credit Allocation Committee
915 Capitol Mall, Suite 485
Sacramento, CA 95814
Dear TCAC:

This letter is to acknowledge that the City of Calistoga (“Lender”) supports the rehabilitation of La Pradera Apartments in Calistoga. In supporting the rehabilitation, the Lender will modify the project’s loans with City of Calistoga for the single new tax credit partnership, to be controlled by BRIDGE Housing Corporation and Napa Valley Community Housing and its affiliates.

Below, please find a summary of the Lender s loans and modifications ’ :

Source Current
Principal
Accrued Interest
through
May 1, 2024*
Total Principal
and Interest
Current
Interest
Rate
Proposed Interest Rate Extended
Loan
Maturity
City of
Calistoga
$237,621 $16,257 $253,878 2.50% at
12/31/22
AFR at time of construction
closing (estimated May 1, –
2024)
57 years
*Note: The accrued interest amount is subject to change.

New Committed Loan Amounts and Terms
Type Source Principal
Amount
Accrued
Interest through
Projected
Closing Date
Total
Loan
Amount
Interest
Rate
New
Loan
Term
Loan City of Calistoga $237,621 $16,257 $253,878 AFR at the time of construction closing 57 Years
BRIDGE Housing Corporation and Napa Valley Community Housing intend to sponsor a new Federal Low Income Housing Tax Credit project for the purposes of substantially rehabilitating La Pradera Apartments. Calistoga Brannan Housing Associates, LP has site control for this project. BRIDGE Housing Corporation and Napa Valley Community Housing support the LIHTC application and will participate in the future ownership structure through Hunt Pradera II, LLC which will serve as the General Partner. A new tax credit partnership will also be created and Hunt Pradera II, LLC will serve as General Partner.

The City of Calistoga supports this project and will modify existing regulatory agreement and loans for the new tax credit financing. Modification includes extending the term of its loans and affordability restrictions for a 57-year term and restating the principal and accrued interest rate at the Applicable Federal Rate (AFR) at the date of the closing, of the new financing.

The Lender will also resubordinate its loans to the senior mortgage and senior residual receipts financing. The Lender may also allow additional financing subject to County program requirements.

Finally, the Lender’s regulatory agreements and loans will be assumed by the new ownership entity and the assumption will take place upon the acquisition and prior to the commencement of the rehabilitation of this project. If you have any questions or require additional information, please contact NAME at CONTACT. Sincerely, NAME
TITLE
Item #8.4.

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Item #6.2.

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City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City Clerk
Meeting: City Council - Apr 30 2024
Subject: Adopting the Minutes of April 9, 2024, October 21, 2022 and December 20, 2022
DESCRIPTION:

Consider Approving the Minutes
RECOMMENDATION:

Consider Approving the Minutes
BACKGROUND/SUMMARY:

Approve the Minutes of:
 April 9, 2024 - Regular City Council Meeting
 October 21, 2022 - Closed Session
 December 20, 2024 - Regular City Council Meeting
CEQA STATUS:

No Impact
ATTACHMENT(S):

4.9.24 Minutes

12.20.22 Minutes

10.21.22 Minutes Closed Session
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Apr 18 2024 Laura Snideman, City Manager Approved - Apr 22 2024
Yudiana Galvan, City Clerk Approved - Apr 22 2024
Item #6.3.

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MINUTES

CALISTOGA CITY COUNCIL

REGULAR MEETING
Tuesday, April 9, 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, Vice Mayor Lopez-Ortega and Councilmembers Eisenberg, Cooper and Gift.

Absent:

2. REPORT FROM CLOSED SESSIONS - NONE

3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS Public comment was made by Mary Salinger.

4. CITY MANAGER’S REPORT
City Manager Snideman introduced our new Planning and Building Director Greg Desmond.

She shared that parklet removal has begun and compost bins have been purchased and will soon be installed. Also, the public can join Chief Celaya in support of Sexual Assault Awareness Month at the "Walk a Mile in Her Shoes" event on April 14th at Napa's Veteran's Memorial Park 1pm-3pm.

5. PROCLAMATIONS/PRESENTATIONS/ AWARDS

6. CONSENT CALENDAR

6.1. APPROVED - Consider Approving Minutes of March 19, 2024 and 2022.

6.2. Adoption or Ordinance No. 768 - Cancelling 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.

6.3. Adoption of Resolution No. 2024-17 - Approving an agreement with PG&E for use of the Calistoga Community Center as a PG&E Resource Center.

6.4. Adoption of Resolution No. 2024-18 - 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.

6.5. Adoption of Resolution No. 2024-19 - 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.

Item #6.3.

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City Council Minutes
April 9, 2024

6.6. Adoption of Resolution No. 2024-20 - Authorizing amendments to the Salary and Benefits Resolutions - Executive Management and Mid-Management This item was pulled for discussion by Vice Mayor Lopez-Ortega who asked clarifying questions concerning the flexible spending program. Council discussed.

There was no public comment.

Staff was directed to bring this item back to Council before the open enrollment period for discussion of possibly reinstating the flexible spending program.

A motion was made by Mayor Williams to approve the amendments, seconded by Vice Mayor Lopez-Ortega.

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

NOES: None
ABSTAIN: None
ABSENT: None

7. PUBLIC HEARING

7.1. This Item was Continued to a Future Meeting - 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.

This item was presented by Planning and Building Director Greg Desmond and Public Works Director Derek Rayner. Council discussed and asked clarifying questions.

A motion was made by Councilmember Gift to continue this item to a future Regular Council Meeting for discussion, seconded by Councilmember Cooper.

AYES: Mayor Williams and Councilmembers Eisenberg, Cooper and Gift
NOES: Vice Mayor Lopez-Ortega
ABSTAIN: None
ABSENT: None

8. GENERAL GOVERNMENT
Mayor Williams changed the order in which these items were presented to accommodate Item #6.3.

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City Council Minutes
April 9, 2024
presenters and recusals.

Council took recess from 8:22 p.m. - 8:30 p.m.

8.1. APPROVED - Housing Advisory Committee 2024 Workplan This item was presented by City Manager Snideman.

There was public comment by Laurel Rios and Laurel Gourd of the Housing Advisory Committee.

Council discussed and encouraged the Housing Advisory Committee to keep working.

A motion was made by Councilmember Gift to approve the 2024 Housing Advisory Committee Workplan, with direction for the committee to work on the proposed ADU Amendments and items A-E of the Housing section in the newly updated Council Priorities, seconded by Councilmember Eisenberg.

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

NOES: None
ABSTAIN: None
ABSENT: None

8.2. Adoption of Resolution No. 2024-21 - Approving the conversion of the Washington Street Parklet to Bicycle Parking.

This item was presented by Public Works Director Derek Rayner.

There was public comment by Millie Pease and John Gleazer of the Green Committee.

Council discussed and directed staff to include a bench in the finished parklet.

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

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

NOES: None
ABSTAIN: None
ABSENT: None

8.3. APPROVED - Updating the City Council Priorities and Civic Operating Agreements.

Item #6.3.

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City Council Minutes
April 9, 2024
This item was presented by City Manager Snideman.

There was public comment by Millie Pease and Laurel Rios.

Mayor Williams summarized some of the items included in the document, Council discussed.

A motion was made by Mayor Williams to approve the 2024 City Council Priorities and Civic Operating Agreements, seconded by Councilmember Cooper.

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

NOES: None
ABSTAIN: None
ABSENT: None

8.4. Adoption of Resolution 2024-22 - 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.

This item was presented by NVTA.

There was a motion by Councilmember Eisenberg to adopt the resolution, seconded by Vice Mayor Lopez.

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

NOES: None
ABSTAIN: None
ABSENT: None

8.5. Adoption of Resolution 2024-23 - 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.

This item was presented by Planning and Building Director Greg Desmond and MGroup Consultant Tom Ford.

Council discussed gave staff direction to change the document to omit the color restriction in 3.3 and to change the guest parking ratio to 1 space per every 3 units.

Item #6.3.

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April 9, 2024
A motion was made by Mayor Williams to adopt the resolution, seconded by Councilmember Gift.

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

NOES: None
ABSTAIN: None
ABSENT: None

8.6. Adoption of Resolution No. 2024-24 - 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.

Mayor Williams and Councilmember Gift recused themselves from this item due to a property proximity conflict.

This item was presented by Planning and Building Director Greg Desmond and MGroup Consultant Tom Ford.

There was public comment by Laurel Gourd.

Council discussed gave staff direction to change the document to omit the color restriction in 3.3 and to change the guest parking ratio to 1 space per every 3 units.

A motion was made by Councilmember Eisenberg to adopt the resolution, seconded by Councilmember Cooper.

AYES: Vice Mayor Lopez-Ortega and Councilmembers Eisenberg and Cooper
NOES: None
ABSTAIN: Mayor Williams and Councilmember Gift
ABSENT: None

9. COUNCIL REPORTS
Councilmember Gift congratulated the CHS band for their award-winning performance in Hawaii.

Councilmember Eisenberg spoke about the food ware ordinance by the Green Committee and stated the NVTA will be approaching Council soon as there has been an increase in cost for the Vine Trail Project. He also requested that staff bring back the Mobile Food Vending item to a future Regular Council Meeting to discuss changing the ordinance to allow for more approved, Council concurred.

Item #6.3.

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City Council Minutes
April 9, 2024
APPROVED:4/30/24
Mayor Williams spoke about wanting the public to be able to take tours of the City's water treatment plant and expressed his sympathies for the passing of former Councilmember Karen Slusser.

10. ADJOURNMENT
Vice Mayor Lopez-Ortega adjourned the meeting in memory of former Councilmember Karen Slusser, at 9:36 p.m.

Respectfully Submitted
Prepared by: Approved By:

Yudiana Galvan, City Clerk Donald Williams, Mayor

Item #6.3.

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MINUTES

CALISTOGA CITY COUNCIL

REGULAR MEETING
Tuesday, December 20, 2022 - 6:00 PM
Hybrid

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

Present:

Present Virtually:

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

Absent: None

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, seconded by Councilmember Williams to adopt the meeting agenda as presented.

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

NOES: None
ABSTAIN: None
ABSENT: None

4. CITY MANAGER’S REPORT
City Manager Laura Snideman reported on several activities that will be taking place next week. Public Works will be flushing water mains through hydrants will occur to help maintain high quality water and ensure hydrants are operating properly for Fire Department use.

5. PROCLAMATIONS/PRESENTATIONS/ AWARDS

5.1. Proclamation in Honor of Teresa Coppock.

Congratulating Coppock on her retirement. Coppock was not present.

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

Item #6.3.

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City Council Minutes
December 20, 2022
AYES: Mayor Canning, Vice Mayor Lopez-Ortega and Councilmembers Williams, Kraus and Gift.

NOES: None
ABSTAIN: None
ABSENT: None

6.1. Adoption of Resolution 2022-104 - Adopting Successor Collective Bargaining Agreements with the Calistoga Professional Employees' Association (CPEA), with the Calistoga Police Officers Association (CPOA), and with the Calistoga Professional Firefighters' Association (CPFA).

6.2. Adoption of Resolution 2022-105 - Reciting the Fact of the General Municipal Election held on Tuesday, November 8, 2022, Declaring the Results and Such Matters as Provided by Law.

7. GENERAL GOVERNMENT

7.1. Recognition of Outgoing Councilmember Gary Kraus.

Mayor Canning presented Councilmember Kraus proclamation and gave thanks to Kraus for all of his work and service for the City of Calistoga. Councilmember Kraus worked 54 years in public service, serving as Fire Chief for 38 years and serving 16 years in the City Council.

Public comment was received. Community members and the Council gave thanks to Councilmember Kraus.

7.2. Recognition of Outgoing Mayor Chris Canning.

Vice-Mayor Lopez Ortega presented Mayor Canning's proclamation and gave thanks to Canning while highlighting their experiences working alongside each other. Mayor Canning worked 12 years in public service, first as the Executive Director for Calistoga's Chamber of Commerce for 8 years. Additionally, Canning served as an Elected Member of the City Council before being elected as Mayor in 2012.

Public comment was received. Community members and the Council gave thanks to Mayor Canning.

7.3. Oath of Office administered to Mayor-Elect Donald Williams, Councilmember-Elect Scott Cooper and Councilmember-Elect Kevin Eisenberg by the City Clerk.

7.4 .

Adoption of Resolution 2022-106 - Authorizing the Selection of a Vice-Mayor.

A motion was made by Councilmember Williams, seconded by Councilmember Kraus to nominate Irais Lopez-Ortega for Vice Mayor.

Item #6.3.

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City Council Minutes
December 20, 2022
APPROVED: 4/30/24
Public comment was made by Councilmember Cooper and Eisenberg.

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

7.5 .

Adoption of Resolution 2022-107 - Establishing the 2023 Calistoga City Council Regular Meeting Schedule.

A motion was made by Councilmember Cooper, seconded by Councilmember Gift to adopt the 2023 Regular Meeting Schedule as presented.

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

8. COUNCIL REQUESTS AND IDEAS FOR DISCUSSION
Mayor Williams thanks Kraus and Canning for their public service and the members that assist the Council on the committees and commissions. Williams welcomed the new Councilmembers and wished happy holidays to all.

Vice Mayor Lopez-Ortega wishes the community happy and safe holidays.

Councilmember Gift looks forward to serving with the newly elected officials and happy holidays.

Councilmember Cooper looks forward to representing the people of Calistoga.

Councilmember Eisenberg gave thanks to Kraus and Canning as they were mentors to him and is looking forward to working with the newly elected officials.

9. ADJOURNMENT
Mayor Williams adjourned the meeting.

Respectfully Submitted
Prepared by: Approved by:

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

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APPROVED: 4/30/24

MINUTES

CALISTOGA CITY COUNCIL

SPECIAL CLOSED SESSION
Friday, October 21, 2022 - 3:30 PM
Virtual
A. CALL TO ORDER – ROLL CALL
Mayor Canning called the meeting to order at 3:30 p.m.

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

Absent: Councilmember Gift
B. ORAL COMMUNICATION
There was no public comment.

C. ADJOURN TO CLOSED SESSION ON THE FOLLOWING MATTER:

1. Public Employee Performance Evaluation, (Govt. Code §54957 (b)(1)), Title: City Manager

2. CONFERENCE WITH LABOR NEGOTIATORS (Govt. Code §54957.6) Agency Designated Representative(s): Michelle Marchetta Kenyon; Unrepresented Employee: City Manager
D. ADJOURNMENT
Mayor Canning adjourned the meeting to the closed session.

Respectfully Submitted

Prepared by: Approved by:

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

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City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council - Apr 30 2024
Subject: Prepare and File a Report for the Palisades Subdivision Landscape Maintenance District (LMD) 2024/2025 Assessment
DESCRIPTION:

Consideration of a Resolution directing the City Engineer to prepare and file a report for the Palisades Subdivision Landscape Maintenance District 2024/2025 Assessment in accordance with Article 4 of Chapter 1 of the Streets and Highways Code.

RECOMMENDATION:

Consider Adopting Resolution.

BACKGROUND/SUMMARY:

Through the conditions of approval for the Palisades Subdivision, the City required the establishment of a Landscape Maintenance District (LMD) to fund the maintenance of adjacent public landscaping through the levying of assessments on the parcels within those subdivision.

The Landscaping and Lighting Act of 1972 (Streets and Highways Code 22500-22647) requires that the city undertake certain proceedings for any fiscal year during which an assessment is proposed to be levied and collected. These proceedings are usually accomplished through three Council actions as follows:

1. Adopt a resolution directing the City Engineer to prepare and file a report.

2. Approve the Engineer’s Report, declare the City Council’s intent to levy and collect assessments and set the date for a public hearing.

3. Conduct a public hearing and authorize the actual levying and collection of assessments.

The recommended Resolution begins the process for the 2024/2025 assessment. At the June 11, 2024, meeting you will receive the Engineer’s Report and set the date for a public hearing. During the Public Hearing, the Council will receive any public testimony on the proposed assessment and will consider the levy of the proposed assessments.

CEQA STATUS:

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

Item #6.4.

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FINANCIAL IMPACT:

There will be no fiscal impact through the adoption of the recommended resolution. Actual fiscal impact will be determined after the preparation of the Engineer’s Report.

ATTACHMENT(S):

1. Draft Resolution
APPROVAL(S):

Derek Rayner, Public Works Director/City Engineer Approved - Apr 18 2024 Connie Cardenas, Admin. Services Director Approved - Apr 18 2024 Laura Snideman, City Manager Approved - Apr 22 2024
Yudiana Galvan, City Clerk Approved - Apr 22 2024
Item #6.4.

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RESOLUTION NO. 2024-XXX

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

NAPA, STATE OF CALIFORNIA, DIRECTING THE CITY ENGINEER TO PREPARE

AND FILE A REPORT FOR THE PALISADES SUBDIVISION LANDSCAPE MAINTENANCE DISTRICT (LMD) 2024/2025 ASSESSMENT IN ACCORDANCE WITH ARTICLE 4 OF CHAPTER 1 OF THE STREETS AND HIGHWAYS CODE WHEREAS, the City of Calistoga established a Landscape Maintenance District for the Palisades Subdivision to fund the maintenance of adjacent public landscaping through the levying of assessments on the parcels within that subdivision; and WHEREAS, the Landscaping and Lighting Act of 1972 (Streets and Highways Code 22500-22647) requires that the City undertake certain proceedings for any fiscal year during which an assessment is proposed to be levied and collected; and WHEREAS, the recommended action is general policy and procedure and is not a Project under CEQA pursuant to Section 15378(b) (4) of CEQA; and WHEREAS, the first step in these annual proceedings is to direct the City Engineer to prepare and file a report for the LMD 2024/2025 assessment.

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

1. Directs the City Engineer to prepare and file a report for the Palisades Subdivision Landscape Maintenance District as required by the Streets and Highways Code and return to the Council with the completed report for further action.

PASSED, APPROVED AND ADOPTED this 30TH day of April, 2024. I,

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:
____________________________ __________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
ATTACHMENT 1
Item #6.4.

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City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council - Apr 30 2024
Subject: Prepare and File a Report for the Silverado Place Subdivision Landscape Maintenance District (LMD) 2024/2025 Assessment
DESCRIPTION:

Consideration of a Resolution directing the City Engineer to prepare and file a report for the Silverado Place Subdivision Landscape Maintenance District 2024/2025 Assessment in accordance with Article 4 of Chapter 1 of the Streets and Highways Code.

RECOMMENDATION:

Consider Adopting Resolution.

BACKGROUND/SUMMARY:

Through the conditions of approval for the Silverado Place Subdivision, the City required the establishment of a Landscape Maintenance District (LMD) to fund the maintenance of adjacent public landscaping through the levying of assessments on the parcels within that subdivision.

The Landscaping and Lighting Act of 1972 (Streets and Highways Code 22500-22647) requires that the City undertake certain proceedings for any fiscal year during which an assessment is proposed to be levied and collected. These proceedings are usually accomplished through three Council actions as follows:

1. Adopt a resolution directing the City Engineer to prepare and file a report.

2. Approve the Engineer’s Report, declare the City Council’s intent to levy and collect assessments and set the date for a public hearing.

3. Conduct a public hearing and authorize the actual levying and collection of assessments.

CEQA STATUS:

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

Item #6.5.

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FINANCIAL IMPACT:

There will be no fiscal impact through the adoption of the recommended resolution. Actual fiscal impact will be determined after the preparation of the Engineer’s Report.

ATTACHMENT(S):

1. Draft Resolution
Item #6.5.

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RESOLUTION NO. 2024-XXX

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

NAPA, STATE OF CALIFORNIA, DIRECTING THE CITY ENGINEER TO PREPARE

AND FILE A REPORT FOR THE SILVERADO PLACE SUBDIVISION LANDSCAPE MAINTENANCE DISTRICT (LMD) 2024/2025 ASSESSMENT IN ACCORDANCE WITH ARTICLE 4 OF CHAPTER 1 OF THE STREETS AND HIGHWAYS CODE WHEREAS, the City of Calistoga established a Landscape Maintenance District for the Silverado Place Subdivision to fund the maintenance of adjacent public landscaping through the levying of assessments on the parcels within that subdivision; and
WHEREAS, the Landscaping and Lighting Act of 1972 (Streets and Highways Code 22500-22647) requires that the city undertake certain proceedings for any fiscal year during which an assessment is proposed to be levied and collected; and WHEREAS, the recommended action is general policy and procedure and is not a Project under CEQA pursuant to Section 15378(b) (4) of CEQA; and WHEREAS, the first step in these annual proceedings is to direct the City Engineer to prepare and file a report for the LMD 2024/2025 assessment.

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

1. Directs the City Engineer to prepare and file a report for the Silverado Place Subdivision Landscape Maintenance District as required by the Streets and Highways Code and return to the Council with the completed report for further action.

PASSED, APPROVED AND ADOPTED this 30th day of April, 2024. I,

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:
____________________________ __________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
ATTACHMENT 1
Item #6.5.

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City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council - Apr 30 2024
Subject: Award a Construction Contract to VSS International, Inc. for the 2024 Slurry Seal Project Phase ll in an Amount Not to Exceed $525,325 DESCRIPTION:

Consideration of a Resolution that: 1. Conditionally awards a construction contract to VSS International, Inc. for the 2024 Slurry Seal Project Phase II (Project) in an amount not to exceed $525,325, subject to VSS International, Inc. providing all documents in satisfaction of the bid award requirements. 2. Approves the Project construction budget in the amount of $650,000 that includes a contingency of 24% for change orders and special inspections and authorizes the Public Works Director to negotiate and approve contract change orders, and contract with a special inspections firm, up to the approved construction budget amount. 3. Authorizes the City Manager to execute the Project contract on behalf of the City of Calistoga. 4. Directs staff to issue a notice of award to VSS International, Inc. and otherwise administer the Project. 5. In the event VSS International, Inc. is unable to meet the conditions of the award, the construction contract will be awarded to the second lowest bidder Northwest Paving, Inc.

RECOMMENDATION:

Consider adopting resolution.

BACKGROUND/SUMMARY:

The City’s 2022, Pavement Management Report identifies slurry seal as a cost-effective surface treatment to maintain and extend the life of streets rated as “very good” condition. This Project is part of the Pavement Preventive Maintenance program and will treat the streets shown on the attached map.

The project is phase 2 of 2 and will slurry seal 24 roads with this phase. In 2023, phase I was completed and included 26 roads in Calistoga. The project scope will also include dig-outs and AC patching to fill potholes prior to sealing these roadways as well as restriping.

Slurry seal is a preventive maintenance which involves applying an emulsified asphalt mixture spread over the existing street surface. It helps protect streets from water penetration, provides a new wearing surface with improved skid-resistance, and extends the life of the roadway. Slurry seal is part of the City's ongoing pavement maintenance program to help seal cracks and preserve the pavement of our streets.

Previously, the city used microsurfacing instead of a slurry seal treatment for this purpose. Both treatments are equivalent in durability. Recent changes in state regulations have made Item #6.6.

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mircosurfacing a treatment that triggers costly ADA upgrades that would severely increase the cost of this project. The slurry seal treatment does not require such upgrades.

Project plans and specifications were prepared by Public Works Department staff with technical specifications by Pavement Engineering Inc. The Project was advertised for bid on March 20, 2024. The Engineer’s Estimate for the project was $495,000.

On April 15, 2024, six bids were received as summarized below:

VSS International, Inc. $525,325
Northwest Paving, Inc. $563,750
Pavement Coatings Co. $578,662
American Pavement Systems, Inc. $596,068
Sierra Nevada Construction, Inc. $621,007
Doolittle Construction, LLC $695,695
Staff have reviewed the low bid from VSS International, Inc., performed due diligence, and performed reference checks. Based on staff review we are recommending the City Council find VSS International, Inc. to be the lowest responsive and responsible bidder.

CEQA STATUS:

The project involves the repair and maintenance of existing public streets. As such, the project is exempt from the provisions of the California Environmental Quality Act pursuant to Title 14, the California Code of Regulations, Section 15301(c).

FINANCIAL IMPACT:

The Project would utilize FY23/24 funds from the Pavement and Maintenance CIP Budget, Account No. 01- 5402-4915. The total budget council authorized for Pavement Maintenance in FY23/24 was $2,950,000.

Cedar Street, Silverado Trail and Slurry Phase I projects have all been completed and there is a total of $710,838 available in the remaining Pavement and Maintenance budget to address this fourth project need.

The total project cost of $650,000 is below the available $710,838 amount.

ATTACHMENT(S):

1. Draft Resolution

2. Contract Proposal - VSS International, Inc.

3. Street Map
APPROVAL(S):

Derek Rayner, Public Works Director/City Engineer Approved - Apr 18 2024 Connie Cardenas, Admin. Services Director Approved - Apr 19 2024 Laura Snideman, City Manager Approved - Apr 22 2024
Yudiana Galvan, City Clerk Approved - Apr 22 2024
Item #6.6.

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RESOLUTION NO. 2024-XXX

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

OF NAPA, STATE OF CALIFORNIA, CONDITIONALLY AWARDING A
CONSTRUCTION CONTRACT TO VSS INTERNATIONAL, INC. IN AN AMOUNT NOT TO EXCEED $525,325 AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONTRACT WITH A BUDGET IN THE AMOUNT OF $650,000 FOR THE 2024 SLURRY SEAL PROJECT PHASE II
WHEREAS, the City’s 2022 Pavement Management Report identifies slurry seal as a cost-effective surface treatment to maintain and extend the life of streets rated as “very good” condition; and
WHEREAS, the City’s adopted FY 2023/24 CIP Budget has a remaining $710,838 available in unencumbered appropriations for paving projects under Account No. 01-5402- 4915; and
WHEREAS, staff circulated a request for bids on March 20, 2024, and six bids were received by the City; and
WHEREAS, the low bidder being VSS International, Inc., with the base bid in the amount of $525,325 and the second lowest bid was from Northwest Paving, Inc. with the base bid in the amount of $563,750; and
WHEREAS, staff has confirmed that the bid from VSS INTERNATIONAL, INC. satisfies the bidding requirements for the Project as described in the bid instructions; and WHEREAS, staff has determined that VSS INTERNATIONAL, INC. possesses the required license(s) for this Project and is otherwise qualified to perform the Project in accordance with the Contract documents; and
WHEREAS, staff has reviewed the bid from VSS INTERNATIONAL, INC. and recommends that the City Council find that VSS INTERNATIONAL, INC. is the lowest responsible and responsive bidder; and
WHEREAS, staff recommends that a contract be awarded to VSS INTERNATIONAL, INC. for the base bid in an amount not to exceed $525,325; and ATTACHMENT 1
Item #6.6.

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Resolution No. 2024-XXX

Page 2 of 3 ends

WHEREAS, staff recommends the City Council approve a total construction budget in the amount of $650,000 that includes the contract award in an amount not to exceed $525,325, plus a 24% contingency to cover additional construction management and inspection costs; and
WHEREAS, staff recommends the City Council authorize the City Manager to execute the contract and the Public Works Director to negotiate and approve contract change orders and execute contracts for construction management and inspection services up to the approved amount; and
WHEREAS, the Project is exempt from the provisions of the California Environmental Quality Act pursuant to Title 14, the California Code of Regulations, Section 15301(c).

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

1. Finds that the bid from VSS INTERNATIONAL, INC. is the lowest responsive bid and is a responsible bidder and waives any and all minor bid irregularities.

2. Approves a total construction budget in the amount of $650,000 that includes the contract award in an amount not to exceed $525,325, plus a 24% contingency to cover additional construction management and inspection costs.

3. Awards the construction contract to VSS INTERNATIONAL, INC. for the base bid in an amount not to exceed $525,325 for construction of the 2024 Slurry Seal Project Phase II conditioned upon VSS INTERNATIONAL, INC. providing all documents in satisfaction of the bid award requirements.

4. Authorizes the City Manager to execute the Contract on behalf of the City of Calistoga and authorizes the Public Works Director to negotiate and approve contract change orders and execute contracts for construction management and inspection services up to the approved amount.

5. Directs staff to issue a notice of award to VSS INTERNATIONAL, INC. and otherwise administer the Project.

6. In the event VSS INTERNATIONAL, INC. is unable to satisfy the bid award requirements, city will award the construction contract to Northwest Paving, Inc. under the same requirements, and authorizes the commensurate increase in expenditures from CIP Account No. 01-5402-4915 to fund the Project.

Item #6.6.

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Resolution No. 2024-XXX

Page 3 of 3 ends

PASSED, APPROVED AND ADOPTED this 30th 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.

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ATTACHMENT 2
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Item #6.6.

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Item #6.6.

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Item #6.6.

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Item #6.6.

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Item #6.6.

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OAT HILL CT.

TABLE ROCK CT.

HIGH ROCK DR.

CINNABAR CT.

FALLERI DR. MONEY LN.

MONEY LN.

AURORA DR.

CARLI DR.

EMERALD DR.

N. OAK ST.

ADELE ST.

REYNARD ST.

EMERALD DR.

MICHAEL WY.

MAGGIE AVE.

AMBER WY.

NORA AVE.

GARNET CREEK CT.

GRANT ST.

CENTENNIAL CIR.

FAIRWAY VISTA CT-N.

VIEW RD.

ARCH WY.

LAKE ST.

HARLEY ST.

FILMORE ST. FISHER ST.

N. OAK ST.

STEVENSON ST. WAPPO AVE. WAPPO AVE.

LAKE CO. HWY. 29
LINCOLN AVE.

MITZI DR.

DENISE DR.

DEBBIE WY.

JANIS WY.

DENA WY. KATHY WY.

GRANT ST.

URBANI PL.

FOOTHILL BLVD.

FAIR WAY

FAIR WAY
WASHINGTON ST.

ANNA ST.

PINE ST.

HAZEL ST.

SCHOOL ST.

CEDAR ST.

MYRTLE ST.

CEDAR ST.

HIGHLAND CT.

WASHINGTON ST.

BRANNAN ST.

S. OAK ST.

N. OAK ST.

LAKE ST.

PETRIFIED FOREST RD.

FOOTHILL BLVD.

GOLD ST.

LILLIE ST.

WILLOW ST.

SILVER ST.

REVISIONS
DESIGNED: DRAWN: CHECKED: PROJECT NO: FILE NO: REVISIONS

DESCRIPTION BY DATE
SUBMITTED: PROJECT ENGINEERAPPROVED: CITY ENGINEER: NO. SCALE:, 2024 , 2023 PUBLIC WORKS

DEPT - CIP

OVERALL PLAN
2024 SLURRY SEAL PROJECT
(24-5558)

CITY OF CALISTOGA

NO SCALE
Slury Seal Project 2024\Design PS&E

DFDFDR, HH
24-5558 2 0F 9 CONSTRUCTION LEGEND SLURRY SEAL ATTACHMENT 3 Item #6.6.

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City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City Clerk
Meeting: City Council - Apr 30 2024
Subject: Appointing Councilmember Liaisons to Public Advisory Bodies and Establishing Liaison Expectations
DESCRIPTION:

Consider Adopting a Resolution Appointing Councilmember Liaisons to Public Advisory Bodies and Establishing Liaison Expectations
RECOMMENDATION:

Consider Adopting the Resolution
BACKGROUND/SUMMARY:

The City Council has established various local public advisory bodies. These advisory bodies are responsible for making recommendations on current topics and projects for the Council to consider when making a final determination. The City Council is interested in establishing a liaison between the City Council and the Green Committee, Active Transportation Committee, Housing Advisory Committee and Planning Commission to create a closer connection with the City Council and their work.

ANALYSIS:

To encourage the most effective working relationship when serving in their liaison role, the Councilmembers would agree to work within the following best practices:

Role and Purpose of a Liaison
 The primary role of the Liaison is to facilitate communications between the advisory body and the Council.
 The Liaison shall bring to the Council any requests from the advisory body such as:

Questions about their scope of work or requests to make changes to their scope of work, requests for expenditures of the City resources (funds, staff time, or other resources), requests to place an item on a Council agenda for discussion.  The Liaison should work to ensure that the advisory body is only taking action or doing the work within the scope approved by the Council.
 The Liaison should not be an advocate for the advisory body, give direction, or influence a decision of the advisory body. The Liaison may however, assist and provide information.  The Liaison shall work to ensure the Council is regularly updated on the work of the advisory body.

Item #6.7.

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 The Council should meet annually to discuss the work plan of each advisory body, hear a report from each body's Liaison on the advisory body's progress of the workplan, and revisit the need for the advisory body to remain.
 The Liaison shall not take part in the advisory body's deliberations or discussions unless so requested, in which case the Liaison must expressly state that he or she is only speaking for themselves and not for the entire Council.
 The Liaison will encourage the advisory body to stay within the scope of their work and should remind the advisory body of the City Council's direction and/or City policies or laws including the Brown Act and the Public Records Act.
 Attendance at the advisory body's meetings is encouraged but not required and shall be at the discretion of the Liaison. The Liaison shall not take part in any votes or decision-making during the advisory body's meetings and shall not be considered for purposes of a quorum.

CEQA STATUS:

No Impact
FINANCIAL IMPACT:

No Impact
ATTACHMENT(S):

Draft Resolution Liaisons
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Apr 22 2024 Laura Snideman, City Manager Approved - Apr 23 2024
Yudiana Galvan, City Clerk Approved - Apr 23 2024
Item #6.7.

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RESOLUTION NO. 2024–XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA , COUNTY OF NAPA, STATE OF CALIFORNIA CONFIRMING THE MAYOR’S APPOINTMENTS OF

COUNCILMEMBER LIAISONS TO THE LOCAL ADVISORY BOARDS AND COMMISSIONS.

WHEREAS, California Government Code Section 40605 states the Mayor, with the approval of the City Council, shall make appointments to boards and commissions;
WHEREAS, a Councilmember shall be appointed to each committee to act as a liaison between the committee and the Council;
WHEREAS, the Councilmember Liaison will be a positive resource to support their committee in the successful completion of their work; WHEREAS, the City has set the following guidelines for the role and purpose of the Councilmember Liaison:

Role and Purpose of a Liaison

1. The primary role of the Liaison is to facilitate communications between the advisory body and the Council.

2. The Liaison shall bring to the Council any requests from the advisory body such as: Questions about their scope of work or requests to make changes to their scope of work, requests for expenditures of the City resources (funds, staff time, or other resources), requests to place an item on a Council agenda for discussion.

3. The Liaison should work to ensure that the advisory body is only taking action or doing the work within the scope approved by the Council.

4. The Liaison should not be an advocate for the advisory body, give direction, or influence a decision of the advisory body. The Liaison may however, assist and provide information.

5. The Liaison shall work to ensure the Council is regularly updated on the work of the advisory body.

6. The Council should meet annually to discuss the work plan of each advisory body, hear a report from each body's Liaison on the advisory body's progress of the workplan, and revisit the need for the advisory body to remain.

7. The Liaison shall not take part in the advisory body's deliberations or discussions unless so requested, in which case the Liaison must expressly state that he or she is only speaking for themselves and not for the entire Council.

8. The Liaison will encourage the advisory body to stay within the scope of their work and should remind the advisory body of the City Council's direction and/or City policies or laws including the Brown Act and the Public Records Act.

9. Attendance at the advisory body's meetings is encouraged but not required and shall be at the discretion of the Liaison. The Liaison shall not take part in any votes or decision-making during the advisory body's meetings and shall not be considered for purposes of a quorum.

Item #6.7.

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NOW, THEREFORE BE IT RESOLVED, by the City Council of the City of Calistoga hereby confirms the the Mayor’s appointments of Councilmember Liaisons to each committee
Vice Mayor Lopez-Ortega Planning Commission
Councilmember Eisenberg Active Transportation Committee Councilmember Gift Green Committee
Councilmember Cooper Housing Advisory Committee
PASSED, APPROVED AND ADOPTED this 30h day of APRIL 2024. I,

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED:
_________________________ ___________________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.7.

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City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Connie Cardenas, Admin. Services Director
Meeting: City Council - Apr 30 2024
Subject: Conduit financing for the Hunt’s Grove and La Pradera Apartments Affordable Housing Project
DESCRIPTION:

Conduct a public hearing under the requirements of Tax and Equity Fiscal Responsibility Act (“TEFRA”) on April 30, 2024 in connection with the proposed issuance of revenue bonds by the California Municipal Finance Authority (the “CMFA”), a joint exercise of powers authority and public entity of the State of California, in an amount not to exceed $27,000,000, (the “Bonds”), to finance or refinance the acquisition, rehabilitation, improvement and equipping of a multifamily rental housing project located at 38 Brannan Street, Calistoga, California (the "Project").

RECOMMENDATION:

BACKGROUND/SUMMARY:

The Borrower has requested that the CMFA serve as the municipal issuer of the Bonds in an aggregate principal amount not to exceed $27,000,000 of tax-exempt revenue bonds. The proceeds of the Bonds will be used to finance or refinance the acquisition, rehabilitation, improvement and equipping of a multifamily rental housing project located at 38 Brannan Street, Calistoga, California.

In order for all or a portion of the Bonds to qualify as tax-exempt bonds, the City of Calistoga must conduct a public hearing (the “TEFRA Hearing”) providing for the members of the community an opportunity to speak in favor of or against the use of tax-exempt bonds for the financing of the Project. Prior to such TEFRA Hearing, reasonable notice must be provided to the members of the community. Following the close of the TEFRA Hearing, an “applicable elected representative” of the governmental unit hosting the Project must provide its approval of the issuance of the Bonds for the financing of the Project.

CALIFORNIA MUNICIPAL FINANCE AUTHORITY:

The CMFA was created on January 1, 2004 pursuant to a joint exercise of powers agreement to promote economic, cultural and community development, through the financing of economic Item #7.1.

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development and charitable activities throughout California. To date, over 350 municipalities, including the City, have become members of CMFA.

The CMFA was formed to assist local governments, non-profit organizations and businesses with the issuance of taxable and tax-exempt bonds aimed at improving the standard of living in California. The CMFA’s representatives and its Board of Directors have considerable experience in bond financings.

There are no costs associated with membership in the CMFA and the City will in no way become exposed to any financial liability by reason of its membership in the CMFA. In addition, participation by the City in the CMFA will not impact the City’s appropriations limits and will not constitute any type of indebtedness by the City. Outside of holding the TEFRA hearing, adopting the required resolution and executing the Joint Exercise of Powers Agreement of the CMFA, no other participation or activity of the City or the City Council with respect to the issuance of the Bonds will be required.

The Joint Exercise of Powers Agreement expressly provides that any member may withdraw from such agreement upon written notice to the Board of Directors of the CMFA. In the case of the proposed bond financing for the Borrower, the City could, at any time following the issuance of the Bonds, withdraw from the CMFA by providing written notice to the Board of Directors of the CMFA CEQA STATUS:

No Impact
FINANCIAL IMPACT:

The Bonds to be issued by the CMFA for the Project will be the sole responsibility of the Borrower, and the City will have no financial, legal, moral obligation, liability or responsibility for the Project or the repayment of the Bonds for the financing of the Project. All financing documents with respect to the issuance of the Bonds will contain clear disclaimers that the Bonds are not obligations of the City or the State of California, but are to be paid for solely from funds provided by the Borrower.

The Board of Directors of the California Foundation for Stronger Communities, a California nonprofit public benefit corporation (the “Foundation”), acts as the Board of Directors for the CMFA.

Through its conduit issuance activities, the CMFA shares a portion of the issuance fees it receives with its member communities and donates a portion of these issuance fees to the Foundation for the support of local charities. With respect to the City of Calistoga, it is expected that that a portion of the issuance fee attributable to the City will be granted by the CMFA to the general fund of the City.

Such grant may be used for any lawful purpose of the City.

ATTACHMENT(S):

TEFRA Notice Resolution - La Pradera (Calistoga) 4137-9696-7759 1 APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Apr 22 2024 Laura Snideman, City Manager Approved - Apr 22 2024
Yudiana Galvan, City Clerk Approved - Apr 22 2024
Item #7.1.

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RESOLUTION NO. XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA

APPROVING THE ISSUANCE OF THE CALIFORNIA MUNICIPAL FINANCE

AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $27,000,000 FOR THE PURPOSE OF

FINANCING OR REFINANCING THE ACQUISITION, REHABILITATION,

IMPROVEMENT AND EQUIPPING OF LA PRADERA APARTMENTS AND

CERTAIN OTHER MATTERS RELATING THERETO
WHEREAS, Hunt Pradera II LP a partnership of which BRIDGE Housing Corporation (the "Developer") or a related person to the Developer is the general partner, has requested that the California Municipal Finance Authority (the "Authority") adopt a plan of financing providing for the issuance of exempt facility bonds for a qualified residential rental project pursuant to Section 142(a)(7) of the Internal Revenue Code of 1986 (the "Code") in one or more series issued from time to time, including bonds issued to refund such exempt facility bonds in one or more series from time to time, and at no time to exceed $27,000,000 in aggregate principal amount (the "Bonds"), to finance or refinance the acquisition, rehabilitation, improvement and equipping of a multifamily rental housing project located at 38 Brannan Street, Calistoga, California (the "Project"); and
WHEREAS, pursuant to Section 147(f) of the Code, the issuance of the Bonds by the Authority must be approved by the City of Calistoga (the "City") because the Project is located within the territorial limits of the City; and
WHEREAS, the City Council of the City (the "City Council") is the elected legislative body of the City and is one of the "applicable elected representatives" required to approve the issuance of the Bonds under Section 147(f) of the Code; and WHEREAS, the Authority has requested that the City Council approve the issuance of the Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f) of the Code and the requirements of Section 4 of the Joint Exercise of Powers Agreement Relating to the California Municipal Finance Authority, dated as of January 1, 2004 (the "Agreement"), among certain local agencies, including the City; and WHEREAS, pursuant to Section 147(f) of the Code, the City Council has, following notice duly given, held a public hearing regarding the issuance of the Bonds, and now desires to approve the issuance of the Bonds by the Authority;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Calistoga as follows:

Section 1. The foregoing resolutions are true and correct.

Section 2. The City Council hereby approves the issuance of the Bonds by the Authority. It is the purpose and intent of the City Council that this resolution constitute approval of the issuance of the Bonds by the Authority, for the purposes of (a) Section 147(f) of the Code by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located, in accordance with said Section 147(f) and (b) Section 4 of the Agreement.

Item #7.1.

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2 Section 3. The issuance of the Bonds shall be subject to the approval of the Authority of all financing documents relating thereto to which the Authority is a party. The City shall have no responsibility or liability whatsoever with respect to the Bonds.

Section 4. The adoption of this Resolution shall not obligate the City or any department thereof to (i) provide any financing to acquire or construct the Project or any refinancing of the Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, construction, rehabilitation, installation or operation of the Project; (iii) make any contribution or advance any funds whatsoever to the Authority; or (iv) take any further action with respect to the Authority or its membership therein.

Section 5. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the financing transaction approved hereby.

Section 6. This resolution shall take effect immediately upon its adoption.

PASSED, APPROVED AND ADOPTED this 30th 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 #7.1.

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City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council - Apr 30 2024
Subject: Napa Valley Vine Trail (NVTA) – Calistoga to St. Helena Segment – Amendment No. 3 to Funding Agreement No. 842
DESCRIPTION:

Consider Authorizing the City Manager to Execute and Make Minor Modifications to Amendment No. 3 to Funding Agreement No. 842 with the Napa Valley Transportation Authority (NVTA) for additional construction contingency funding for the St. Helena to Calistoga Vine Trail Project in an Amount Not to Exceed $140,000.

RECOMMENDATION:

Consider adopting resolution.

BACKGROUND/SUMMARY:

The Napa Valley Transportation Authority is the contract administrator for this project and has managed the design, preconstruction, and construction phases of the project. The City of Calistoga is a financial partner participating in the project. NVTA is requesting additional funding in the amount of $140,000 from Calistoga to cover additional costs incurred to ensure construction can be completed.

The Vine Trail is a Class 1 bike and pedestrian trail that will parallel Hwy 29 and ultimately connect the City of Calistoga to Vallejo. The project is being built in segments as funding becomes available with a section of trail between Calistoga and St. Helena currently under construction. Original agreements for the St. Helena to Calistoga segment identified administrative and funding responsibilities between NVTA, and the Cities of St. Helena and Calistoga, the County of Napa, and the Napa Valley Vine Trail Coalition (referred to herein as “The Jurisdictions”) for the Vine Trail – St.

Helena to Calistoga project, “the project”, that were initiated in 2019.

The project has encountered significant construction issues due to a variety of circumstances. The most significant were the unforeseen utility conflicts with Pacific Gas & Electric’s (PG&E) existing gas line in the northern reaches of the project, a work delay in the southern reaches of the project due to PG&E’s Napa Bundle gas replacement, and weather delays over two wet winter seasons. In response to these unforeseen circumstances, NVTA initially requested $700,000 in supplemental funding from the jurisdictions in 2023 and due to ongoing construction challenges, NVTA is revisiting the jurisdictions, to request an additional $740,000 to address the remaining budgetary needs of the project.

Item #8.1.

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Other summary information:

1. NVTA originally procured several grants totaling approximately $14,400,000 for the construction project and is now requesting $740,000, in addition to the 2023 request of $700,000, for a total of $1,440,000 to be funded by the participating agencies as follows:

Organization Funding
Share
2023 Cost
Share
2024 Cost
Share
Total Construction
Phase Contribution
St. Helena 19% $133,000 $140,000 $273,000
Calistoga 19% $133,000 $140,000 $273,000
County of
Napa 37% $273,000 $285,000 $558,000
Vine Trail
Coalition 25% $161,000 $175,000 $336,000
Total = 100% $700,000 $740,000 $1,440,000

2. At the time of contract award, a 5% ($616,000) construction contingency was authorized based on available construction funding. A 5% construction contingency is low for a project of this size and nature. The low bid received for the project was approximately $2,000,000 above the engineers’ estimate and grant funding only covered an approximate 5% contingency. There was general acknowledgement from the funding partners that additional funding was likely to be needed beyond the 5% amount. The total construction contingency is now $2,056,000 (1,440,000 + $616,000), or 16.7% of base contract cost.

3. NVTA has submitted a claim to PG&E that has not yet been finalized. If PG&E finds merit in the claim, any reimbursement received will be refunded to the jurisdictions according to the above funding share percentages.

CEQA STATUS:

Mitigated Negative Declaration (State Clearinghouse Number 2020060572) adopted by the NVTA Board on August 19, 2020.

FINANCIAL IMPACT:

Staff is requesting a budget adjustment be made with unappropriated general fund monies in the amount of $140,000 to cover the additional, anticipated construction costs for the Fairway Path (Vine Trail) Capital Improvement Project, Account No. 01-5521-4905.

Calistoga’s total out of pocket cost for this project including the additional funding request of $140,000 is $594,250, and about 40% below the $1,000,000 cost had the city not partnered with NVTA on the Vine Trail Project. Additionally, the city is responsible to meet their equivalent funds compliance for Measure T. The required equivalent funds are a general fund match of 6.67% of the Measure T revenues received that have to pay for class one bike facilities. It is estimated that the construction contributions alone will cover about half of Calistoga’s responsibility for Measure T over the life of the measure.

ATTACHMENT(S):

1. Draft Resolution

2. Funding Agreement with NVTA, Amendment No. 3
Item #8.1.

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RESOLUTION 2024-XXX

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

STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AND MAKE MINOR MODIFICATIONS TO AMENDMENT NO. 3 TO FUNDING AGREEMENT NO. 842

WITH THE NAPA VALLEY TRANSPORTATION AUTHORITY (NVTA) AND APPROVING A BUDGET ADJUSTMENT IN THE AMOUNT OF $140,000
WHEREAS, in August of 2013, the Napa Valley Transportation Authority (NVTA) and the city adopted the County-Wide Bicycle Plan which included a 47-mile continuous connected bike path known as the Vine Trail (the Trail) from Calistoga to American Canyon with a connection to the Vallejo Ferry Terminal providing an important link to the greater Bay Area; and
WHEREAS, the Calistoga to St. Helena Segment is an 8.4-mile Class I Pathway from Fair Way and Lincoln Avenue in Calistoga to Pratt Ave in St. Helena; and WHEREAS, on September 17, 2019, Calistoga City Council Approved Resolution No. 2019-083 that authorized the City of Calistoga to enter into City of Calistoga Agreement No. 842 whereby the City of Calistoga contributed a total of $242,000 over two fiscal years for design/environmental/permitting costs; and
WHEREAS, as part of this Funding Agreement, there is a clause that stated any funding shortfalls the project incurred may require additional funding; and WHEREAS, on January 17, 2023, Council Approved Amendment No. 1 to Funding Agreement No. 842 and approved a budget adjustment in the amount of $79,250; and WHEREAS, on August 15, 2023, the City of Calistoga Council authorized Resolution No. 2023-060 approving Amendment No. 2 to provide for the transfer of $133,000 and authorize those funds to be used for additional construction contract costs arising from underground utility conflicts and winter weather delays; and WHEREAS, the parties desire to amend the Agreement to increase the previous commitment by $140,000 to a total of $594,250 and those funds to be used for unforeseen construction costs associated with additional underground utility conflicts and delays from a concurrent utility project to support the completion of the project construction; and
WHEREAS, NVTA has submitted a claim to PG&E that has not yet been finalized. If PG&E finds merit in the claim, any reimbursement received will be refunded to Calistoga according to the funding share of 19%; and
WHEREAS, Calistoga’s total out of pocket cost for this project including the additional funding request of $140,000 is $594,250.

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

1. Authorizes the City Manager to execute and make minor modifications to Amendment No. 3 to Funding Agreement No. 842 with the Napa Valley Transportation Authority.

2. Approves a Budget Adjustment in the amount of $140,000 from unappropriated general fund monies into CIP Account No. 01-5521-4915.

ATTACHMENT 1 Item #8.1.

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Resolution No. 2024-XXX

Page 2 of 2 ends

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:
_____________________________ __________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #8.1.

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NAPA VALLEY TRANSPORTATION AUTHORITY AGREEMENT NO. 19-10 CITY OF CALISTOGA AGREEMENT NO.842
AMENDMENT NO. 3 FUNDING AGREEMENT
THIS AMENDMENT NO. 3 TO NAPA VALLEY TRANSPORTATION AUTHORITY AGREEMENT NO. 19-10 AND CITY OF CALISTOGA AGREEMENT NO. 842 ("Agreement") is made and entered into as of this ____ day of ______________, 2024, by and between the NAPA VALLEY TRANSPORTATION AUTHORITY (hereinafter referred to as "NVTA"), and the City of Calistoga, whose mailing address is 1232 Washington Street, CA 94515 (hereinafter referred to as “CITY”, and collectively referred to herein as the “Parties”);

RECITALS
WHEREAS, on September 17, 2019 the Parties entered into an Agreement whereby the CITY agreed to provide financial support of the construction of the Vine trail Segment from Calistoga to St. Helena (“Project”) in the amount of $242,000 upon the meeting of certain conditions precedent; and
WHEREAS, on January 17, 2023, the City of Calistoga Council authorized approving Amendment No. 1 to provide for the transfer of $79,250 and authorize those funds to be used for the completion of the project design and engineering phase to allow the project to go out to bid; and
WHEREAS, on August 15, 2023, the City of Calistoga Council authorized approving Amendment No. 2 to provide for the transfer of $133,000 and authorize those funds to be used for additional construction contract costs arising from underground utility conflicts and winter weather delays; and
WHEREAS, the parties desire to amend the Agreement to increase the previous commitment by $140,000 to a total of $594,250 and those funds to be used for unforeseen construction costs associated with additional underground utility conflicts and delays from a concurrent utility project to support the completion of the project construction.

ATTACHMENT 2
Item #8.1.

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NOW, THEREFORE, the NVTA and the CITY agree to amend the Agreement as follows:

TERMS

1. Section 3 of the Agreement is amended to read in full as follows:

3. Payment of Funds. Funding for the Project shall be paid to NVTA as follows:
a. By June 30, 2020, the CITY shall make one (1) a total payment to NVTA for ONE HUNDRED FOUR THOUSAND DOLLARS ($104,000) no later than the execution of the design, engineering and environmental contract agreement. (65%design).
b. By June 30, 2021, the CITY shall make one (1) lump sum payment to NVTA for ONE HUNDRED THIRTY EIGHT THOUSAND DOLLARS ($138,000) after the full execution of the final design, engineering and environmental contract agreement.
c. By June 30, 2023 the CITY shall make (1) lump sum payment to NVTA for FIFTY FOUR THOUSAND AND FIFTY DOLLARS ($54,050) upon the full execution of the Caltrans Cooperative Agreement.
d. By June 30, 2023 the CITY shall make (1) lump sum payment to NVTA for TWENTY FIVE THOUSAND TWO HUNDRED DOLLARS ($25,200) upon completion of the Plans, Specifications and Estimates (PS&E) phase. e. By September 21, 2023 the CITY shall make (1) lump sum payment to NVTA for ONE HUNDRED THIRTY THREE THOUSAND DOLLARS
($133,000) upon NVTA Board action authorizing addition construction contract contingency funding for the project.
f. By June 1, 2024 the CITY shall make (1) lump sum payment to NVTA for ONE HUNDRED FORTY THOUSAND DOLLARS ($140,000) following NVTA Board action authorizing additional construction contract contingency funding for the project.
e. NVTA will use allocated funding as well as local support to fund the Project. f. Future Funding Shortfall Commitment. CITY understands that the costs to complete the Project are preliminary estimates and recognize that completion of the Project by NVTA may require additional funding. In the event that there are funding shortfalls, CITY agrees to work cooperatively with NVTA and other partners and identify and provide additional funding to reimburse NVTA for any reasonable Project funding shortfalls.

Item #8.1.

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2. Except as set forth above, the terms and condition of the Agreement and prior amendments shall remain in full force and effect as previously approved.

IN WITNESS WHEREOF, the duly authorized representatives of the parties to this Agreement have executed it as of the date first above written.

CITY NVTA

By:____________________________ By: ___________________________ LAURA SNIDEMAN, City Manager KATE MILLER, Executive Director ATTEST: ATTEST:

By:____________________________ By:_____________________________ YUDIANA GALVAN, City Clerk LAURA. SANDERLIN
Secretary of the Board
APPROVED AS TO FORM: APPROVED AS TO FORM:

By: ____________________________ By: ___________________________ MICHELLE KENYON, City Attorney OSMAN MUFTI, NVTA Counsel

Item #8.1.

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EXHIBIT A
ST. HELENA
Item #8.1.

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City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Rachel Melick, Parks & Recreation Director
Meeting: City Council - Apr 30 2024
Subject: Use of the City's Monhoff Building by the Boys and Girls Club DESCRIPTION:

Seeking City Council direction on the terms of a license agreement for use of the City's Monhoff building and for a professional services agreement, both with the Boys and Girls Club of St. Helena and Calistoga.

RECOMMENDATION:

Provide direction on the terms of a license agreement for use of the City's Monhoff building and for a professional services agreement, both with the Boys and Girls Club of St. Helena and Calistoga.

BACKGROUND/SUMMARY:

The Boys and Girls Club of St. Helena and Calistoga ("Club") Teen Center has been utilizing space at the Monhoff building since the summer of 2002 to provide programs to Calistoga teens. From 2002 through 2014 the City of Calistoga Parks and Recreation department shared the space with the teen center by utilizing the upstairs of the building while the teen center was located in the downstairs portion of the building.

This arrangement was first memorialized in 2004 through Professional Services Agreement Number 0084 between the City and the Club which provided a financial contribution to the Club, free use of the downstairs space by the Club for a specified scope of services, and shared cost of utilities. This initial agreement consisted of a three year term providing funding to the organization, in a tiered approach. The initial year the city would pay $40k to the organization, then $30k, and finally $20k for the final year of the agreement. The agreement was extended in it's original form, with some minor changes to the scope of services by various City Managers through 2012 at a rate of $30k per year.

In 2014 the Monhoff building was damaged by excessive rain and was fully vacated while it underwent repairs and renovations. Access concerns to the upstairs prompted the recreation department to move from temporary location to temporary location until the new modular offices were installed in the Logvy parking lot. The installation of an elevator to the second floor of the Monhoff building has eliminated the access concerns and any part of the building could now be utilized for almost any use including City offices or City functions.

The Club returned to the Monhoff building in 2017 and entered into Professional Services Agreement No. 777 with the City in June of 2018 for a certain scope of services in exchange for the city's annual financial contribution of $40,000. The agreement did not include any terms for use of the Monhoff building. This is the last agreement on record and officially expired in June of 2019 although the organization has been paid $40,000 each year through this fiscal year.

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City staff is recommending both a license for use agreement and a professional services agreement to reestablish the mutual expectations for use of the building and services delivered by the Club.

Staff is seeking City Council direction on terms for each of the documents.

ANALYSIS:

Need for Agreements
As a responsible public entity, the City recognizes its responsibility to act as a good steward of its assets, including City owned buildings, while ensuring their utilization for the benefit of the community. In evaluating agreements for use of City assets the City strives to uphold fairness and promote transparency through increased standardization of its agreements, aiming to provide equitable opportunities to all organizations who seek to utilize public resources. Moreover, in its commitment to minimizing liabilities, the City is diligently managing risks by ensuring that appropriate insurance requirements are met in the usage of City assets, thereby protecting both the City's interests and those of its constituents. Through these measures, the City endeavors to foster a conducive environment for collaboration and development while also mitigating risks. Due to these factors, staff identified the need for formal agreements with the Club.

Efforts to Date
In an effort to remain equitable in it's agreement terms across organizations, staff reviewed current agreements in place with other organizations to develop comparable terms for the Club's usage of the Monhoff Building. There are two similar examples of a sole user of city assets.

The current Joint Use Agreement with the Calistoga Joint Unified School District provides access to both the City and the school for buildings, field, and park space within either agency's jurisdiction.

However, use of the Calistoga Community Pool by the High School swim team operates under a reimbursement agreement where the school is responsible to pay for the cost of utilities and maintenance outside of any City use. Additionally, the school is required to pay for staff time including lifeguards while they are the sole user of the facility.

The agreement with the Calistoga Little League grants exclusive use of Tedeschi field. Little League pays $1 per year and provides 100% of all maintenance year round related to Little League activities for the field and all surrounding supporting amenities, including bleachers, outbuildings, and a batting area.

While not exactly similar, the Club is currently utilizing the City's land for their primary facility for $1/year and have assumed 100% of the costs for building operations, maintenance, utilities, and landscaping.

Staff initiated conversations and had a meeting with the Club to discuss possible mutually agreeable terms of use for use of the Monhoff building and for the scope of teen services. Following an unproductive meeting, in an effort to further conversations, staff drafted two documents; one to memorialize the usage of the building through a license for use agreement as recommended by the city attorney's office; and the second to outline the professional services delivered by the Club in exchange for the city's $40,000 annual contribution. Since staff wanted to remain consistent with agreements across other organizations, the draft license for use proposed licensing the building at $1 per year, the Club to pay for utilities, the Club to provide minor interior maintenance, the Club to trim the on-site bushes, and the city to continue cleaning the restrooms. The draft professional Item #8.2.

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services agreement proposed a general description of a broad array of Club services without any specific metrics or deliverables at the current $40,000 City contribution.

After sharing these documents with the Club, meeting again with their representative, and asking how the Club would be willing to partner on these items, the Club maintained their stance that they should not bear any financial obligations and continue to receive the $40,000 annual payment from the City. Without any suggestions from the Club on any compromises, there did not appear to be a clear path forward.

Financial Information
The City's contribution for utilities (gas, electric, water/wastewater) at the Monhoff building was $17,254 in 2023. Commercial real estate rents in Calistoga averages $3/square foot. Using this average, the market rate rent for use of the upstairs, downstairs, and storage in one racquetball court would be approximately $6,900 a month or $82,800/year. These amounts combined with the city's annual $40,000 contribution brings the value of the city's total annual contribution to the Boys and Girls Club teen operations to approximately $140,054.

Requested Direction
Staff is now seeking city council direction on the terms for a license for use of the Monhoff building and terms for a professional services agreement with the Club. When considering terms for the license agreement and the professional services agreement, council may wish to consider the following items:

1. Duration of the agreement(s)

2. License fee (a.k.a. rent)

3. Utility costs

4. Building maintenance (interior, exterior, minor, major)

5. Landscape maintenance

6. Specific services, programs, metrics, or reporting expectations for the annual financial contribution

7. Phasing in for any terms
CEQA STATUS:

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

FINANCIAL IMPACT:

When factoring in market rental rates for commercial real estate, utilities, and the city's financial support, the value of the city's current annual contribution to the Boys and Girls Club teen operations amounts to approximately $140,054.

ATTACHMENT(S):
777-B&GC Teen Center Contract PSA with Exhibit A 2018
0084 - PSA Boys and Girls 2004
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Apr 18 2024 Item #8.2.

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Laura Snideman, City Manager Approved - Apr 23 2024
Yudiana Galvan, City Clerk Approved - Apr 23 2024
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Calistoga City CouncilApril 30, 2024

Calistoga City Council
April 30, 2024