Calistoga City Council
September 10, 2024

Mayor
Donald Williams
Vice Mayor
Irais Lopez-Ortega
Councilmembers
Lisa M. Gift
Scott Cooper
Kevin Eisenberg
AGENDA
City Council
Tuesday, September 10, 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: 845 8190 5303, 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 not on the agenda 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. 9.10.24 Public Comment 5 - 13

4. CITY MANAGER’S REPORT

5. PROCLAMATIONS/PRESENTATIONS/ AWARDS

5.1. Proclaiming September National Hispanic Heritage Month and Raising the Mexican Flag
Recommended Action: Consider proclaiming September as National Hispanic Heritage Month by adopting the attached proclamation and directing staff to raise the Mexican Flag from Friday, September 16th through October 16th.

Staff Report - Proclamation Recognizing National Hispanic Heritage Month and Raising the Mexican Flag - Pdf
14 - 17

6. CONSENT CALENDAR

6.1. Proclamation for Suicide Prevention Awareness Month Recommended Action: Consider Making a Proclamation
Staff Report - Proclaiming September Suicide Prevention Month - Pdf 18 - 19

6.2. Adopting the Minutes of August 20, 2024
Recommended Action: Consider Adopting the Minutes
Staff Report - Adopting the Minutes of August 20, 2024 - Pdf 20 - 25

6.3. Consider adopting a Resolution authorizing the City Manager to execute a professional services agreement with UpValley Family Centers to provide senior, juvenile diversion, immigration, and community connections services in an amount not to exceed a total of $390,000 over a three-year term.

Recommended Action: Consider Adopting the Resolution
Staff Report - Professional Services Agreement with UpValley Family Centers - Pdf
26 - 47

6.4. Consider adopting a Resolution authorizing the City Manager to execute a two-year intergovernmental services agreement for housing services from the Housing Authority of the City of Napa.

Recommended Action: Adopt a resolution authorizing the agreement.

Staff Report - Housing Authority Services Agreement - Pdf 48 - 59

6.5. Consider adopting a Resolution authorizing the City Manager to submit an application to the Metropolitan Transportation Commission (MTC) for the allocation of fiscal year 2024/25 Transportation Development Act Article 3 Pedestrian/Bicycle project funding in the amount of $150,000 for the South Oak Street Pedestrian Bridge over the Napa River and authoring the City Manager or Public Works Director to execute all grant documents and agreements on behalf of the City for the project.

Recommended Action: Consider Approving the Recommendation Staff Report - Request to the Metropolitan Transportation Commission for the allocation of fiscal year 2024/25 Transportation Development Act Article - Pdf
60 - 67

6.6. Consider adopting a Resolution authorizing the City Manager to execute Amendment No. 1 to Contract No. 947 with Marin IT to provide services to maintain and update the City's information technology infrastructure.

Recommended Action: Consider Authorizing the Agreement
Staff Report - Contract Amendment with Marin IT for Internet Technology Managed Services - Pdf
68 - 115

6.7. Consideration of Adding Anti-Idling Education Program to Green Committee Workplan for Fiscal Year 2024-2025 Including Flyer Distribution with City Logo
Recommended Action:

Approve addition of an anti-idling education program to Green Committee workplan for Fiscal year 2024-2025 including flyer distribution with City logo
Staff Report - Green Committee - Anti-Idling Flyer - Pdf Staff Report - Green Committee - Anti-Idling Flyer - Html Calistoga Anti-Idling Flyer
116 - 121

6.8. Consider adopting a Resolution Consideration of a resolution approving the Final Map and authorizing Affordable Housing Agreement and Fee Credit and Reimbursement Agreement for Silverado Terrace located at 1408, 1412 and 1506 Grant Street.

Staff Report - Silverado Terrace Final Map and Agreements - Pdf 122 - 170

7. PUBLIC HEARING

7.1. Tobacco Retail Licensing (TRL) Ordinance, adding section 8.29.010 to Calistoga Municipal Code Chapter 8.28 Health and Safety: Smoking in Public Places and Sale of Tobacco Products.

Recommended Action: Consider adopting a Tobacco Retail Licensing Ordinance to further regulate the sale of tobacco products within our community.

Staff Report - Adopt Tobacco Retail Licensing Ordinance - Pdf 171 - 205

8. GENERAL GOVERNMENT

8.1. Consider an Ordinance of the City of Calistoga Amending Municipal Code Chapter 5.12 Mobile Food Vendors, Section 5.12.010 E. 2. regarding where mobile vending vehicles may conduct vending.

Recommended Action: Move to introduce and waive further reading of Ordinance 2024-01 Amending Mobile Food Vending Ordinance CMC Chapter 5.12.

Staff Report - Amendment to Calistoga Municipal Code Chapter 5.12 Mobile Food Vendors - Pdf
206 - 216

8.2. Evaluating the current eligibility requirements and application questions for the Community Enrichment Grant Program
Recommended Action: Reach consensus about and direct staff to make any modifications to the Community Enrichment Grant program.

Staff Report - Revising the Eligibility Requirements for Community Enrichment Grants - Pdf
217 - 224

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 September 4th, 2024, by 4:30 p.m.

Yudiana Galvan, City Clerk

Item #3.1.

1 Yudiana Galvan
From: Lauren Mullen
Sent: Monday, September 9, 2024 6:06 PM
To: Public Comment;
Subject: Fw: Taco truck: Washington Street - Hazardous location Attachments: IMG_0753.jpg; IMG_1203.jpg; IMG_1258.jpg; IMG_1292.jpg; IMG_1527.jpg; IMG_2110.jpg; IMG_ 2237.jpg
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.

Hello,
From our previous discussions here are some photos of the area around the current taco truck location on Washington Street. This spot experiences heavy foot, bike, and vehicle traffic from early morning until late evening, every day.

Please let me know if you have any questions.

Sincerely,
Dan Farris
Property owner on Washington Street
Item #3.1.

Item #3.1.

Item #3.1.

Item #3.1.

Item #3.1.

Item #3.1.

Item #3.1.

Item #3.1.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City Clerk
Meeting: City Council - Sep 10 2024
Subject: Proclamation Recognizing National Hispanic Heritage Month and Raising the Mexican Flag
DESCRIPTION:

Proclaiming September National Hispanic Heritage Month and Raising the Mexican Flag RECOMMENDATION:

Consider proclaiming September as National Hispanic Heritage Month by adopting the attached proclamation and directing staff to raise the Mexican Flag from Friday, September 16th through October 16th.

BACKGROUND/SUMMARY:

In 1968, President Lyndon B. Johnson first recognized Hispanic Heritage week, later expanded by President Reagan to one month. Each successive United States President has continued this tradition of declaring September 15 through October 15 to be National Hispanic Heritage Month and calling upon the people of our country to observe this month with appropriate respect and activities.

In Napa County the Latino population grew by 50 percent in the past 10 years. In Calistoga, this now represents 49 percent of our citizens or approximately 2,500 people and more than two-thirds of all public-school students are Latino. Adopting a proclamation and raising the flag would acknowledge that Napa County and Calistoga thrive on the diversity and ingenuity of all our people, and depends on the continued support and success of our diverse Latino population.

FINANCIAL IMPACT:

Minimal staff time will be required to raise and lower the flag.

CEQA STATUS:

None.

ATTACHMENT(S):

Proclamation - Latino Heritage Month (2)
Policy on the Display of Non-Governmental Flags - Attachment 1 (2) APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Aug 27 2024 Laura Snideman, City Manager Approved - Aug 29 2024
Item #5.1.

Yudiana Galvan, City Clerk Approved - Aug 29 2024
Item #5.1.

CITY OF CALISTOGA
Proclamation in Honor of Hispanic
Heritage Month
Whereas, in 1968, President Lyndon B. Johnson first recognized Hispanic Heritage week, later expanded by President Reagan to one month, and each successive United States President has continued this tradition of declaring September 15 through October 15 to be National Hispanic Heritage Month and who has called upon the people of our country to observe this month with appropriate respect, ceremonies, and activities; and
Whereas, Napa County and Calistoga has a long history of welcoming immigrants and is home to a growing multi-ethnic and multicultural Latino population, including citizens originating from Mexico, the Caribbean, Central and South America, all of whom are welcome and very much appreciated; and Whereas, in 2014 the Latino population became the largest ethnic group in California. In Napa County and Calistoga, the Latino population grew by 50 percent in the past 10 years. In Calistoga, this now represents 49 percent of our citizens or approximately 2,500 people and more than two-thirds of all public-school students are Latino; and
Whereas, the diverse Latino population of Calistoga and Napa County make a significant economic contribution and has other profound positive influences on our community through their strong commitment to family, faith, education, hard work, culture and service; and Whereas, Calistoga and Napa County, which thrives on the diversity and ingenuity of all our people, also depends on the continued support and success of our diverse Latino population. We will continue to be enriched by the transcultural contributions of our Latino friends and neighbors for many decades to come, and we will continue to make efforts to create an inclusive environment where we can all thrive.

Now, therefore, be it resolved, that the Calistoga City Council does hereby proclaim September 13- October 13, 2024 as Napa County Latino Heritage Month in the City of Calistoga.

Signed and sealed, this 10th day of September, in the year Two Thousand Twenty- Four

Item #5.1.

Item #5.1.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City Clerk
Meeting: City Council - Sep 10 2024
Subject: Proclaiming September Suicide Prevention Month DESCRIPTION:

Proclamation for Suicide Prevention Awareness Month
RECOMMENDATION:

Consider Making the Proclamation
Consider Making the Proclamation
BACKGROUND/SUMMARY:

Napa County Suicide Prevention Council (NCSPC) has requested that the Calistoga City Council proclaim September Suicide Prevention Month.

In the last seven years NCSPC has worked tirelessly to reach their vision of a suicide-free community through education and training, stigma reduction, linkage to services, and provision of resources to combat suicide.

CEQA STATUS:

No Impact
ATTACHMENT(S):

Suicide Prevention Month 2024
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Aug 27 2024 Laura Snideman, City Manager Approved - Aug 29 2024
Yudiana Galvan, City Clerk Approved - Aug 29 2024
Item #6.1.

CITY OF CALISTOGA
Proclaiming September Suicide Prevention Month
WHEREAS, the Napa County Suicide Prevention Council (NCSPC) is a public/private collaborative of people and organizations who are dedicated to reducing stigma surrounding suicide, supporting those who have lost loved ones to suicide, identifying and advocating for resources and promoting a safe, connected and resilient community dedicated to reducing the risk of suicide; and WHEREAS, NCSPC has worked tirelessly to reach their vision of a suicide-free community through education and training, stigma reduction, linkage to services, and provision of resources to combat suicide; and
WHEREAS, from 2020-2022, the suicide rate in California was 10.7 deaths per 100,000 population and Napa County’s was 11.9 deaths per 100,000 population, placing Napa County higher than the State average; and
WHEREAS, in FY 23-24, the NCSPC trained 768 community members in the Question, Persuade, Refer model of suicide prevention to help prevent suicides; and
WHEREAS, every Napa County resident can be an ally by knowing the signs of suicide, finding the words to communicate with someone they are concerned about, and reaching out to local resources for help.

NOW, THEREFORE, BE IT PROCLAIMED, that the Calistoga City Council does hereby proclaim September 2024 as Suicide Prevention Month in Napa County.

Item #6.1.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City Clerk
Meeting: City Council - Sep 10 2024
Subject: Adopting the Minutes of August 20, 2024
DESCRIPTION:

Adopting the Minutes of August 20, 2024
RECOMMENDATION:

Consider Adopting the Minutes
Consider Adopting the Minutes
CEQA STATUS:

No Impact
ATTACHMENT(S):

Draft Minutes 8.20.24
APPROVAL(S):

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

MINUTES

CALISTOGA CITY COUNCIL

REGULAR MEETING
Tuesday, August 20, 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 6:01 p.m.

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

Absent:

2. REPORT FROM CLOSED SESSIONS - NONE

3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS There was oral communication from Stephanie Duff Erickson, Dennis McNay, Steven Rasmussen and Travis Brown.

4. CITY MANAGER’S REPORT
City Manager Laura Snideman welcomed 3 new hires, Police Officer Deybis Menjivar, Permit Technician Antoinette Freeman and Executive Assistant Shannon Mattingly. She invited the community to opening soccer night on Thursday at Logvy Field and CERT Training at the Community Center. Bilingual people are needed. In response to Council questions, Snideman provided an update on the Boys and Girls Club agreements and the pedestrian vs patrol vehicle CHP investigation.

5. PROCLAMATIONS/PRESENTATIONS/ AWARDS - NONE

6. CONSENT CALENDAR
A motion was made by Councilmember Cooper to approve the consent calendar, with the exception of item # 6.5, Second by Councilmember Eisenberg.

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

ABSENT:

ABSTAIN:

6.1. Adoption of Resolution No. 2024-63 - Approving a Master Agreement for Consultant Services with Larry Walker Associates for Services Related to the City’s Wastewater and Water Treatment Plant Operating Permits, in an Amount Not to Exceed $72,918.

Item #6.2.

City Council Minutes
August 20, 2024

6.2. APPROVED - Adopting the Minutes of July 30, 2024 Regular City Council Meeting

6.3. Adoption of Resolution No. 2024-64 - Authorizing a purchase order in the amount of $119,267 to Parkson Corporation to recondition three existing DynaSand filters located at the Dunaweal Wastewater Treatment Plant.

6.4. Adoption of Resolution No. 2024-65 - Approving a purchase order agreement in an amount not to exceed $59,398.00 with Telstar Instruments, for the removal of an existing non-compliant generator and the purchase and installation of a new Bay Area Air Quality Management District (BAAQMD) compliant generator at the Public Works Corporation Yard.

6.5. Adoption of Resolution 2024-66 - Accepting a grant in the amount of $55,000.00 from the California Office of Traffic Safety for the purchase of battery-powered extrication tools, and make necessary General Fund budget adjustments to account for the remaining balance due.

This item was pulled for discussion by Vice-Mayor Lopez-Ortega. Fire Chief Jed Matcham presented the item and answered clarifying questions from the Council.

Mayor Williams made a motion to adopt the resolution, seconded by Vice Mayor Lopez-Ortega.

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

ABSTAIN:

6.6. Adoption of Resolution No. 2024-67 - Consider adopting a resolution to rescind Resolution No. 2020-27and adopt a revised Conflict of Interest Code.

7. PUBLIC HEARING

7.1. This item was Continued to the Next Regular City Council Meeting - Tobacco Retail Licensing (TRL) Ordinance, adding section 8.29.010 to Calistoga Municipal Code Chapter 8.28 Health and Safety: Smoking in Public Places and Sale of Tobacco Products, to further regulate the sale of Tobacco products within our community.

Mayor Williams advised the public that this item would be continued and heard at the next Regular City Council Meeting.

Item #6.2.

City Council Minutes
August 20, 2024

8. GENERAL GOVERNMENT

8.1. AMENDMENTS APPROVED - Council discussion and direction to staff regarding the City of Calistoga Municipal Code Chapter 5.12 Mobile Food Vendors.

This item was presented by Planning Director Greg Desmond.

There was public comment by Steve Patel, Rob Serini, Wyatt Ferris, Dan Herndon and Giselle Escobedo.

Council discussed several options and asked clarifying questions of Desmond.

A motion was made by Councilmember Gift to remove Brannan Street as an allowed location for mobile food vending and include the Logvy Field parking lot as an approved location for mobile food vending. Seconded by Councilmember Cooper.

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

ABSTAIN:

Council further discussed the use of Washington Street for mobile food vending.

Mayor Williams made a motion to remove Washington St/Lincoln Ave through Washington St/Eddy St from the approved mobile food vending locations and add two locations on the Fairgrounds property to allow for mobile food vending, for a total of 5 approved locations for mobile food vending, seconded by Councilmember Cooper.

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

ABSENT:

ABSTAIN:

8.2. Adoption of Resolution No. 2024-68 - Waiving City Fees related to the Halloween Parade Road Closures.

This item was presented by Deputy City Manager Rachel Stepp.

Item #6.2.

City Council Minutes
August 20, 2024
There was public comment by Maggie Maib and Steve Patel.

After Council discussion, Mayor Williams made a motion to adopt the resolution, seconded by Councilmember Eisenberg.

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

ABSENT:

ABSTAIN:

8.3. AMENDMENTS APPROVED - Discussion and direction to staff regarding the City of Calistoga Municipal Code Chapter 17.58 Signs and Advertising Regulations.

This item was presented by Planning Director Greg Desmond.

There was public comment by Wyatt Ferris, Eric Reichert, Rob Serini, Giselle Escobedo, Ted Osbourne and Tim Moore.

After Council discussion, Councilmember Eisenberg made a motion to adopt an ordinance modifying the zoning code to allow A-frame signs similar to St. Helena, with the modification that only one sign per business is allowed, must be placed within the length of that business, and directed staff to find a way for the businesses on Washington St to be able to place signs on the corner of Lincoln Ave without obstructing traffic in a way that is fair to all business. Seconded by Councilmember Gift.

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

ABSTAIN:

9. COUNCIL REPORTS
Mayor Williams toured the PG&E fire mitigation center in San Ramon. Williams also attended a Housing Advisory Committee. He attended the NVTA vine trail ribbon cutting. It was well attended and he cautioned everyone to be careful crossing the highway around Bothe. Also, it may be time for hotels to remind guests not to ride bikes on the sidewalks.

Williams asked staff to place Idling Flyers on the next agenda on behalf of the Green Committee and Community Enrichment Grants to re-evaluate the application requirements.

The rest of the Council agreed. He also asked for staff to bring back the discussion of Bocce Item #6.2.

City Council Minutes
August 20, 2024
Ball Courts vs something else at the Logvy Project. The rest of the Council did not agree.

The Mayor congratulated long-time resident Nick Hope who will turn 100 ys old on Sept. 7th.

Councilmember Eisenberg also attended the NVTA ribbon cutting. Eisenberg attended an ATAC meeting and they are working on a great workplan. He requested zoning code updates that support general plan policies that minimize the use of cars and make for easier bicycle access. Council agreed. He also attended the Green Committee meeting and agrees they should come back to share their ideas.

Councilmember Cooper reached out to CHP to see if any lighting was needed to help make rescues safer and was pleased to learn none is necessary per their night vision equipment.

Councilmember Gift also visited the vine trail and is very grateful our community has access to it.

Vice Mayor Lopez-Ortega also attended the PGE fire mitigation center. She also attended the flood control committee and this weekend will attend the WELL Water conference in Los Angeles. Lopez-Ortega wishes to send her condolences to the family of Elaine Jones, who was a great woman and advocate to the community and will be missed.

10. ADJOURNMENT
Mayor Williams adjourned the meeting, at 8:40 p.m.

Respectfully Submitted
Prepared by: Approved By:

Yudiana Galvan, City
Clerk Donald Williams, Mayor

Item #6.2.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Rachel Stepp, Deputy City Manager
Meeting: City Council - Sep 10 2024
Subject: Professional Services Agreement with UpValley Family Centers DESCRIPTION:

Consider adopting a Resolution authorizing the City Manager to execute a professional services agreement with UpValley Family Centers to provide senior, juvenile diversion, immigration, and community connections services in an amount not to exceed a total of $390,000 over a three-year term.

RECOMMENDATION:

Consider Adopting the Resolution
Consider Adopting the Resolution
BACKGROUND/SUMMARY:

The City of Calistoga has historically had two different agreements with Up Valley Family Centers (UVFC) to provide a wide variety of services to the Calistoga community.

One was to provide juvenile diversion services to Calistoga youth. This agreement was historically funded by a $30,000 contribution from the Calistoga police department budget.

The second was for UVFC to provide a broad variety of free services to Calistoga residents including for seniors and immigrants including referals to other county and non-profit services including for housing. This work has been funded annually in increasing amounts by the General Fund for a number of years.

Up Valley Family Centers seeks to continue providing these services to the community and wishes to enter into a single three-year agreement for all services.

ANALYSIS:

Senior Services ($40,000)
UVFC will offer a wide range of senior services annually. These activities will include guided referrals to seniors quarterly, outreach about Medi-Cal insurance expansion to newly eligible seniors, quarterly onsite activities at Calistoga mobile home parks/senior apartments, and a Senior Services Health Fair offering resources that promote well-being.

Juvenile Diversion ($30,000)
With funding from both Calistoga and St. Helena, UVFC can offer a Juvenile Diversion Program designed to target at-risk youth ages 5 – 18 years old who are displaying delinquent behaviors that have led to contact with the police. The Juvenile Diversion Program offers an alternative to the Item #6.3.

juvenile court system, providing counseling, education, community service, behavior modification, and positive activities. Youth must be referred to the program by the Calistoga Police Department where they enter into a Juvenile Diversion Contract, to participate in one of the alternative programs.

The program is overseen by the Juvenile Diversion Officer who conducts, coordinates, and oversees the youth’s participation in the program. The City's contribution provides 42% of the funds for the position.

Immigration Services ($30,000)
UVFC will provide free immigration services to low-income Calistoga residents. Services will include outreach, community education, individual consultations, and application assistance to Calistoga residents on immigration-related matters. Under the agreement, UVFC will maintain staff in Calistoga offices two days/week for immigration services. The agreement will fund salary and benefits for two positions, an Immigration Program Coordinator and a Program Director to serve Calistoga residents. Staff are bilingual, knowledgeable of the community, trained in immigration law, and partially accredited representatives by the Board of Immigration Appeals/US Department of Justice.

Community Connections Services ($30,000)
With support from the City of Calistoga, UVFC will provide broad education and outreach to families with children to connect them with local services. Specific populations for targeted outreach include single-parent families, kin caregiver families, seniors, monolingual Spanish speakers, and immigrants. Outreach will consist of distributing a monthly calendar through the schools, information on local television and radio stations, community presentations, and personal phone calls. UVFC will participate in or coordinate at least 3 resource fairs annually in Calistoga. Through the city's funding, UVFC will provide a community liaison staff person who can provide guided referrals for families for recreation services, housing resources, medical and dental services, prenatal care, Medi-Cal covered services, community resources, legal assistance, preschool and childcare opportunities, and other family support.

FINANCIAL IMPACT:

Funding levels will remain constant (no increases) through the three-year term of the agreement.

Funds are included in the adopted FY 2024-25 budget under accounts 01-4107-4479 and 01-4107- 4451. The contract amount is not to exceed $130,000 for the fiscal year and $390,000 over the three-year term.

CEQA STATUS:

The recommended action is not a project and therefore not subject to CEQA review.

ATTACHMENT(S):

Resolution Up Valley Family Centers
Upvalley family center contract signed
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Aug 28 2024 Laura Snideman, City Manager Approved - Aug 30 2024
Yudiana Galvan, City Clerk Approved - Aug 30 2024
Item #6.3.

RESOLUTION NO. 2024-XXX

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

NAPA, STATE OF CALIFORNIA, AUTHORIZING THE EXECUTION OF A

PROFESSIONAL SERVICES AGREEMENT WITH THE UPVALLEY FAMILY CENTERS WHEREAS, the Calistoga City Council has placed great emphasis on the need to support and enhance services to youth, seniors, and families; and WHEREAS, UpValley Family Centers is a locally-based non-profit providing guidance, support and resources in the community, in the home and for the individual, so that everyone can achieve a better life; and
WHEREAS, The City of Calistoga has provided funding over the years to support UpValley Family Centers local delivery of youth-diversion, senior, and immigration services and to provide broad education and outreach to families with children to inform them of all the services provided locally including housing resources; and
WHEREAS, the Calistoga City Council wishes to enter into a three-year professional services agreement with UpValley Family Centers to formalize its relationship and to establish a set of specific tasks and services which will be provided to the City by the Upvalley Family Center;
NOW, THEREFORE BE IT RESOLVED that the Calistoga City Council hereby authorizes the City Manager to execute a three-year professional services agreement with UpValley Family Centers and further authorizes the payment of invoices for services rendered by UpValley Family Center in the amount of $130,000 per fiscal year. Funds are budgeted in accounts 01-4107-4479 and 01-4179-4451 for fiscal year 24-25. The total contract amount shall not exceed $390,000.

PASSED, APPROVED AND ADOPTED this 10th day of September 2024. I,

YUDIANA GALVAN, INTERIM 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 #6.3.

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OAK #4890-2776-3737v1 (Rev. 9/2021)

AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this tenth day of September 2024, by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as "CITY") and the Up Valley Family Centers a Non-Profit 501(c)3 (hereinafter referred to as "CONSULTANT"). CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, CITY requires multiple social services addressing community health and wellness, senior services, immigration, and juvenile diversion in connection with the Up Valley Family Centers;
WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.

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

ARTICLE 1 - SCOPE OF SERVICES

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

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

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

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

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

Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

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OAK #4890-2776-373v1 (Rev. 9/2021)

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

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

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

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

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

ARTICLE 2 - COMPENSATION

2.1. Compensation. Compensation for the Services shall be in accordance with Exhibit B, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $390,000 ("Cost Ceiling").

2.2. Invoices. CONSULTANT shall submit monthly invoices in a form satisfactory to CITY on or before the tenth day of each month for Services provided during the preceding month. CONSULTANT shall submit time and cost records as necessary to substantiate performance of the Services. Within 35 days after receipt of each such invoice, CITY Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

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OAK #4890-2776-373v1 (Rev. 9/2021)
shall verify the accuracy of the invoice, correct the charges where appropriate and as discussed and mutually agreed with CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as verified or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT's work. CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in CONSULTANT's performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.

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

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

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

ARTICLE 3 - TIME OF PERFORMANCE

3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term"). CONSULTANT agrees to complete all services by June 30, 2027.

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

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

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

ARTICLE 4 - DESIGNATED CONTACTS

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

Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

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OAK #4890-2776-373v1 (Rev. 9/2021)

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

ARTICLE 5 - INDEMNIFICATION AND INSURANCE

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

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

In the event that CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CalPERS) to be eligible for any CalPERS benefits arising from services provided to CITY under this Agreement, CONSULTANT shall indemnify, defend, and hold CITY harmless from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys’ fees and court costs incurred, including but not limited to, the payment of any employee and/or employer contributions for CalPERS service credit on behalf of CONSULTANT or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of CITY.

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

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

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

Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

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OAK #4890-2776-373v1 (Rev. 9/2021)

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

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

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

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

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

E. Sexual Abuse or Molestation (“SAM”) Liability: If the work will include contact with minors, and the Commercial General Liability policy under Section 5.3(B) is not endorsed to include affirmative coverage for sexual abuse or molestation, CONSULTANT shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim.

F. Policy Terms. Concurrently with execution of this Agreement, CONSULTANT shall provide CITY with Certificates of Insurance evidencing that CONSULTANT has obtained or maintains the insurance required by this Section Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

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OAK #4890-2776-373v1 (Rev. 9/2021)

5.3. The Certificates shall be on forms acceptable to CITY. CONSULTANT shall also furnish CITY with original endorsements with the following documentation:
• Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after CITY shall have received written notification thereof from CONSULTANT by United States mail;
• Providing that CONSULTANT's insurance shall apply separately to each insured against whom claim is made or suit is brought, and include a “separation of insureds” or “severability” clause which treats each insured separately, except with respect to the limits of the insurer's liability (cross-liability endorsement);
• Excepting CONSULTANT’S professional liability insurance, naming CITY, its City Council, boards, commissions, committees, officers, employees and agents as additional insureds (“Additional Insureds”); and • Providing that for any claims relating to CONSULTANT's services hereunder, CONSULTANT's insurance coverage shall be primary insurance with respect to CITY, its City Council, boards, commissions, committees, officers, employees and agents, and that any insurance or self-insurance maintained by CITY for itself, its City Council, boards, commissions, committees, officers, employees and agents shall be in excess of CONSULTANT's insurance and shall not be contributory with it.
• It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverages requirements and/or limits shall be available to the Additional Insured, including but not limited to any umbrella or excess insurance.

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

G. Waiver of Subrogation: CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the CITY by virtue of the payment of any loss under such insurance.

CONSULTANT hereby agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. However, the Worker’s Compensation policy required by Section 5.3(D) of this Agreement shall be endorsed with a waiver of subrogation in favor of CITY for all work performed by CONSULTANT, its employees and/or agents.

H. Material Breach. If CONSULTANT fails to maintain insurance coverage or provided insurance documentation which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. CITY, at its sole option, may terminate this Agreement and obtain damages from CONSULTANT resulting from said breach. Alternatively, CITY may purchase the required insurance coverage, and without further notice to CONSULTANT, may deduct from sums due to CONSULTANT any premium costs advanced by CITY for Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

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such insurance. These remedies shall be in addition to any other remedies available to CITY.

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

If to CITY: Laura Snideman, City Manager
1232 Washington Street
Calistoga, CA 94515
Email: [email protected]
Phone: 707-942-2806
If to CONSULTANT: Jenny Ocon
1440 Spring Street
St Helena, CA 94574
Phone: (707) 965-5010 ext. 200
Email: [email protected]
ARTICLE 7 - MISCELLANEOUS

7.1. Conflict of Interest Prohibition. CITY and CONSULTANT will comply with the requirements of the CITY’s Conflict of Interest Code adopted pursuant to California Government Code §87300 et seq., the Political Reform Act (California Government Code §81000 et seq.), the regulations promulgated by the Fair Political Practices Commission (Title 2, §18110 et seq. of the California Code of Regulations), California Government Code §1090 et seq., and any other ethics laws applicable to the performance of the Services and/or this Agreement. CONSULTANT may be required to file with the CITY Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

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Clerk a completed Form 700 before commencing performance of the Services unless the CITY Clerk determines that completion of a Form 700 is not required, pursuant to CITY’s Conflict of Interest Code. Form 700 forms are available from the CITY Clerk.

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

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

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

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

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

7.3. Entire Agreement. This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

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hereunder. This Agreement may only be modified by an amendment in writing signed by each party.

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

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

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

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

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

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

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

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

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

7.12. Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or cause of action in favor of, a third party against either the CITY or CONSULTANT. CONSULTANT’s Services hereunder are being performed solely for the benefit of CITY. CITY shall be an express third-party beneficiary of all contracts Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

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between CONSULTANT and any subcontractors or subconsultants in connection with any services performed in connection with, or in furtherance of, this Agreement. * * *
[Signatures on Next Page]
Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

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

CITY OF CALISTOGA
By: _____________________________ Date:________________ Laura Snideman, City Manager

CONSULTANT
By: _____________________________ Date:_________________ By: _____________________________ Date:_________________ Attest
By: _____________________________
Yudiana Galvan, City Clerk
Approved As To Form
By: _____________________________
Michelle Marchetta Kenyon, City Attorney
Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 8/27/2024
Item #6.3.

OAK #4823-2508-6159 v2

EXHIBIT A

SCOPE OF WORK
Up Valley Family Centers (UVFC) is proud to partner with the City of Calistoga to provide much needed services for the residents of our town. Since 1999, UVFC has served as the primary trusted resource for vulnerable households in Calistoga, providing a one-stop-shop for access to the resources people need to survive, and thrive. We serve over 1,500 Calistoga residents of all ages every year, assisting households in weathering emergencies and building security through a broad scope of services – including referrals to health services and other resources, financial coaching, free tax preparation, education and mentorship opportunities, adult education and employment assistance, case management, disaster relief and emergency preparedness, and more.

Below is the annual scope of work:
 Community Connections Program - $30,000 per fiscal year - City of Calistoga funds represent 8% of our program budget

1. UVFC will provide broad education and outreach to families with children to inform them of all the services provided locally by UVFC, its partner agencies, and the City of Calistoga. Specific populations for targeted outreach include single parent families, kin caregiver families, seniors, monolingual Spanish speakers, and immigrants. Outreach will include distribution of a monthly calendar through the schools, information on local television and radio stations, community presentations and personal phone calls. UVFC will participate in or coordinate at least 3 resource fairs annually in Calistoga.

2. The UVFC Community Liaison will provide guided referrals for 100 families each month for recreation services, housing resources, medical and dental services, prenatal care, Medi-Cal covered services, community resources, legal assistance, preschool and childcare opportunities, and other family supports. The Community Liaison will meet with families individually to assess the need and refer to the appropriate resource.

3. UVFC will provide translation and/or application assistance for 100 families each month for rental and employment issues, health insurance – including Medi-Cal, food assistance, and housing/shelter programs. The Community Liaison will assist individuals to complete applications and to translate and explain documents.

Senior Services
Up Valley Family Centers began working with seniors in 2011, when it was identified that no other local agency was providing social service support to low-income seniors in Calistoga. According to the US Census, 25% of Calistoga’s 5,155 population is made up of seniors, and that percentage is projected to grow as Baby Boomers retire. There is an increasing demand for senior services – and our goal is to help build and maintain a sustainable network of care and support resources for Calistoga seniors.

The family center is known by low-income seniors in our community as a place to seek assistance and get needed support. We have referral partnerships with over 20 senior-serving organizations and bring Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

OAK #4823-2508-6159 v2
professional service providers such as lawyers and therapists to Calistoga to provide individualized services to our clients. We also coordinate informational workshops, support groups and resource fairs regularly.  Senior Community Needs Program - $40,000 per fiscal year - City of Calistoga funds represent 10% of our program budget

1. Provide at least 125 seniors per 6-month report cycle with individual support, making referrals, scheduling appointments, and completing applications to maintain their health and quality of life.

Services will include referrals and/or application assistance for Medi-Cal.

2. Coordinate services for seniors to be offered in Calistoga, including Bay Area Legal Aid, Mentis, HICAP, Department of Health and Human Services/Medicare, Area Agency on Aging, Napa County Adult Protective Services, Rianda House, and Community Health Napa Valley (formerly Collabria Care).

4. Offer special programs, at least once per quarter (4 annually), that provide respite or information for seniors including support groups, educational workshops, and resource fairs.

5. Provide onsite health and wellness activities at Calistoga mobile home parks/senior apartments (at least 4 onsite activities will be held over the year)

6. Coordinate a Senior Services Health Fair offering resources that promote well-being.

Immigration Services
The Up Valley Family Centers began providing immigration services to the up valley community in 2015.

Since that time, there has been an ongoing continued demand for assistance with immigration related needs by Calistoga residents, due to various changes in the implementation of federal immigration laws.

Through support from the City of Calistoga, the family center will provide free immigration services to low-income Calistoga residents. Services will include outreach, community education, individual consultations, and application assistance to Calistoga residents on immigration-related matters. Up Valley Family Centers is recognized by the US Department of Justice and has three partially accredited representatives who are trained to assist with filing immigration applications with US Citizenship and Immigration Services. We are a member of the Napa County Citizenship Legal Services Collaborative and staff receive legal mentoring and support from the Immigration Institute of the Bay Area and refer complex cases out.
 Immigrant Integration Program - $30,000 per fiscal year - City of Calistoga funds represent 8% of our program budget

1. Reach a minimum of 100 Calistoga residents with up-to-date information about immigration benefits and changes in immigration policy, in English and Spanish, through individual outreach or group workshops.

Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

OAK #4823-2508-6159 v2

2. Provide 75 Calistoga residents with free legal screening/consultations and application assistance for US citizenship, Deferred Action for Childhood Arrivals (DACA), green card renewals, and UVisas.

3. Connect 30 Calistoga residents applying for citizenship to local, free citizenship classes or tutors.

4. Conduct ongoing community education, distributing informational bulletins in English and Spanish throughout the community and via social media and the web.  Juvenile Diversion Program - $30,000 per fiscal year - City of Calistoga funds represent 42% of our program budget
The Up Valley Family Centers has partnered with City of Calistoga Police Department to coordinate the Juvenile Diversion Program since 2017. Juvenile Diversion is a youth program designed to target At Risk Youth ages 5 – 18 years old who are displaying delinquent behaviors which have led to contact with the police. The Juvenile Diversion Program is an alternative program that involves but is not limited to counseling, education, community service, consequences (i.e. restitution to victims), behavior modification, and positive activities and lifestyle choices in lieu of being processed into the juvenile court and probation system – and youth served in the program must be referred by the Calistoga Police Department. The Juvenile Diversion Program option for youth and parents is a voluntary option agreed upon via a Juvenile Diversion Contract. Failure to complete the contract results in processing the juvenile into the juvenile criminal justice and probation system as originally intended. Juvenile Diversion contacts are tailored to the juvenile based on the needs of the juvenile, the delinquent behavior, and legal requirements (i.e. as outlined in California Proposition 64 and other legislative requirements).

The Juvenile Diversion Program utilizes public, government, and non-profit agencies and services based on the individual youth needs. Juvenile Diversion contracts are meant to be for a term no longer than 9 months however juveniles may continue to participate in programing after successful completion of the Diversion contract based on individual needs. The Juvenile Diversion program is managed by the Juvenile Diversion Officer who conducts, coordinates, and oversees the youth’s participation in the Juvenile Diversion Program. Some aspects of the Juvenile program, specifically counseling and education services, may be client fee based and the responsibility of the parent/youth as required by the Juvenile Diversion Contract. The Juvenile Diversion Officer and program reports to the Chief of Police.

Juvenile Diversion Officers Duties & Responsibilities:

1. Manage and oversee all aspects of the Police Department Juvenile Diversion Program

2. Develop, maintain, and oversee Juvenile Diversion program files and contracts.

3. Accept referrals from the Police Department and may accept School officials regarding youth who are at risk and are displaying delinquent behavior or has led to law enforcement contact where a recommendation is to offer Juvenile Diversion in lieu of being processed into the Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

OAK #4823-2508-6159 v2
criminal justice system. All cases are to be documented and tracked via a police report number, citation, or issued Juvenile Diversion case number.

Criteria for referrals (including but not limited to):
a. Involved in and/or accused of criminal activity
b. Defiant and/or disruptive behavior
c. Gang Affiliation
d. Substance Abuse
e. Habitual truancy and exhibits one or more of the above.

4. Arrange and meet with parents and youth to develop and sign Juvenile Diversion Contracts.

5. Manage and coordinate all aspects of the Diversion Contract.

6. Assist in the development and presentation of crime prevention programs relating to delinquency, gangs and substance abuse among youth (i.e. DARE program, Restorative Justice Process, etc...)

7. Represent the Police Department on the Student Attendance Review Board (SARB) or other review processes such as a Restorative Justice Process, etc…

8. Liaison with other law enforcement agencies, county services, schools, counseling services, and other outreach services to improve the delivery of services relating to this program.

9. Attend and coordinate meetings with school, law enforcement, and other service provider representatives relating to the prevention of crime, delinquency, gang membership, or substance abuse among youth.

10. Provide services, when assigned, to juveniles who are or may be victims of crime.

11. Receive and maintain confidential information from law enforcement and school sources.

12. Prepare accurate and thorough reports which document the operations of the program including clients, services, and hours.

13. Develop and provide reports as to the level services and number of clients served both successfully and not completing the program. The reports are to be minimally quarterly and End of Year reports, but monthly reports may be requested on a case-by-case basis.

14. Perform other related duties as may be required, such as assisting with DARE instruction or other outreach programs and presentations.

Police Department Provided Resources, Training, & Equipment:

Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

OAK #4823-2508-6159 v2

1. Use of department computers

2. Provide department email account

3. Use of copy machine, office space, and office supplies

4. Use of police department vehicles may be made available on a case-by-case basis.

5. Provide supplemental training such as DARE training or other certified training required to perform duties as the Juvenile Diversion Officer as approved by the Chief of Police.

Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

OAK #4823-2508-6159 v2

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

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

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

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

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

Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

OAK #4823-2508-6159 v2
EXHIBIT B-1
It is agreed that the compensation for the Services shall not exceed $390,000 over the three-year term.

The agreement will provide funding at these levels each fiscal year through June 30, 2027 Community Connections Program - $30,000 per fiscal year Senior Community Needs Program - $40,000 per fiscal year Juvenile Diversion Program - $30,000 per fiscal year
Immigrant Integration Program - $30,000 per fiscal year Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

UpValley Family Centers of Napa County
Community
Connections
Immigration Seniors Youth
Diversion
Total
$ 30,000.00 $ 30,000.00 $ 40,000.00 $ 30,000.00 $ 130,000.00 Family & Senior Wellness Director $ 1,572.10 $ 1,624.50 Economic Success Coordinator $ 1,188.21 $ 1,217.91
Family & Senior Wellness Program Manager $ 2,702.50 $ 2,741.11 Community Liaison Calistoga $ 14,220.00 $ 14,244.00
Program Director $ 6,248.93 $ 6,311.42
Immigration Program Coordinator $ 13,348.04 $ 13,385.12 Seniors Case Manager I $ 10,639.49 $ 10,672.74
Seniors Case Manager II $ 15,271.88 $ 15,299.03
Senior Outreach Specialist $ 2,334.90 $ 2,362.05
Program Coordinator $ 18,114.62 $ 18,143.27
Education Program manager $ 1,351.41 $ 1,390.02
Subtotal personnel $ 19,682.81 $ 19,596.97 $ 28,246.26 $ 19,466.03 $ 86,992.08 Benefits Package and Payroll taxes $ 4,468.00 $ 4,448.51 $ 4,954.29 $ 4,418.79 $ 18,289.59 Total personnel $ 24,150.81 $ 24,045.49 $ 33,200.55 $ 23,884.82 $ 105,281.67 Total operating expenses $ 3,121.92 $ 3,227.24 $ 3,163.08 $ 3,387.91 $ 12,900.15 $ 2,727.27 $ 2,727.27 $ 3,636.37 $ 2,727.27 $ 11,818.18 Total expenditures $ 30,000.00 $ 30,000.00 $ 40,000.00 $ 30,000.00 $ 130,000.00 Percentage of Calistoga contribution of total program expenses 8% 8% 10% 42% Total Admin costs 10%
City of Calistoga
Immigration, Community Connections, Senior Services and Youth Diversion FY25 Operating expenses
Personnel
Docusign Envelope ID: 6FA182C2-BE94-4330-ABAE-18649751C111 Item #6.3.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Greg Desmond, Planning and Building Director
Meeting: City Council - Sep 10 2024
Subject: Housing Authority Services Agreement
DESCRIPTION:

Consider adopting a Resolution authorizing the City Manager to execute a two-year intergovernmental services agreement for housing services from the Housing Authority of the City of Napa.

RECOMMENDATION:

Consider Adopting the Resolution
Adopt a resolution authorizing the agreement.

BACKGROUND/SUMMARY:

The City of Calistoga currently receives affordable housing assistance and services through a contract with the Housing Authority of the City of Napa (HACN). This relationship has existed going back multiple decades.

The City’s arrangement with the Housing Authority is proposed to be extended by two years. The proposed services are similar to those currently performed and include:
•Section 8 Housing Services
•Continuum of Care
•Regulatory Agreement Monitoring
•Development Review
•Loan Services
•Affordable Housing Regulatory Agreements
ANALYSIS:

Please refer to Exhibit A of the proposed agreement for further details on these services. The costs associated with HACN’s services for the two-year period covered by the agreement would be a maximum of $119,950.

The services provided by HACN are critical for the City in regards to the on-going monitoring of the city's affordable housing units and to fulfill the goals and actions outlined in the Housing Element of the General Plan regarding affordable housing. City staff relies on the Housing Authority’s expertise for these tasks and the City of Napa staff has provided excellent service to the City of Calistoga for many years.

FINANCIAL IMPACT:

Item #6.4.

The first year of the contractual amount ($58,500) is included in the City’s FY 24-25 budget in the amount of $53,950. The difference of $4,550 will be part of the mid-year adjustment process. The costs of HACN’s services during the two fiscal years will be partially offset by annual monitoring fees collected by the City for each restricted affordable housing project.

CEQA STATUS:

Section 502. General Rule. [State CEQA Guidelines §15061(b)(3)] CEQA does not apply to a project where it can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment.

ATTACHMENT(S):

Reso - HACN Contract
Contract - HACN
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Aug 30 2024 Laura Snideman, City Manager Approved - Aug 30 2024
Yudiana Galvan, City Clerk Approved - Aug 30 2024
Item #6.4.

Attachment 1
RESOLUTION NO. 2024-XXX
Authorizing Agreement No. XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA

AUTHORIZING THE CITY MANAGER TO EXECUTE A TWO-YEAR

INTERGOVERNMENTAL SERVICES AGREEMENT FOR HOUSING

SERVICES FROM THE HOUSING AUTHORITY OF THE CITY OF NAPA WHEREAS, the City Council has placed great emphasis on the need to support and enhance efforts and services to increase and protect affordable housing opportunities for the residents of Calistoga; and
WHEREAS, the City Council recognizes the need to continually monitor the occupancy of the affordable housing created within the City to insure compliance with affordability terms and restrictions and to prepare and submit monitoring and compliance reports regarding such occupancy to state and federal agencies on a regular basis; and WHEREAS, the City Council recognizes the critical need of preserving the city’s affordable housing stock and providing assistance to low-income households in order to do so; and
WHEREAS, the Housing Authority of the City of Napa has provided valuable professional services regarding housing matters to the City in the past, including the recent successful implementation of the housing rehabilitation program; and WHEREAS, the City’s draft budget for FY 2024-2025 anticipates the first year $58,500 allocation for housing services and it is anticipated that sufficient funding will be available for allocation in Fiscal Year 2025-2026, based on anticipated monitoring fees, loan repayments and reimbursed administrative fees.

NOW, THEREFORE BE IT RESOLVED, the City Council hereby authorizes the City Manager to execute a two-year intergovernmental services agreement with the Housing Authority of the City of Napa to provide the services identified in the agreement attached hereto in an amount not to exceed $119,950.

PASSED, APPROVED AND ADOPTED this 10th day of SEPTEMBER 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:

ABSENT:

ABSTAIN:

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

INTERGOVERNMENTAL AGREEMENT FOR SERVICES BY AND BETWEEN THE

HOUSING AUTHORITY OF THE CITY OF NAPA AND

THE CITY OF CALISTOGA
HOUSING AUTHORITY OF THE CITY OF NAPA AGREEMENT NO. _____ CITY OF CALISTOGA AGREEMENT NO. _____
THIS AGREEMENT FOR SERVICES (this “Agreement”) is made and entered into as of July 1, 2024 (“Effective Date”), by and between the HOUSING AUTHORITY OF THE CITY OF NAPA, a public body, corporate and politic (the "Authority"), and the CITY OF CALISTOGA, a municipal corporation (the “City”) under the joint exercise of powers provisions of the Government Code of the State of California, California Government Code Section 6500-6536. City and Authority are public entities organized and operating under the laws of the State of California and each is a public entity as defined in California Government Code Section 6500. The Authority and City are hereinafter collectively referred to as the “Parties.”

RECITALS

WHEREAS, the City desires to obtain housing services from the Authority during the Fiscal Year 2024 – 2025 and Fiscal Year 2025 – 2026, and the Authority is willing to provide such services to the City subject to the terms and conditions set forth herein.

TERMS
NOW, THEREFORE, City and Authority agree as follows:

1. Term of the Agreement. The term of this Agreement shall commence on the Effective Date and shall expire on June 30, 2026 (the “Term”) unless earlier terminated in accordance with Paragraphs 7 or 8 of this Agreement.

2. Scope of Services. Authority shall perform the services described in the Scope of Services in Exhibit “A”, attached hereto and incorporated by reference herein (the “Services”).

3. Compensation.
(a) Baseline Rates. In consideration of Authority’s performance of the Services, the City shall pay to Authority the baseline rate (“Baseline Rate”) of Fifty-Eight Thousand Eight Hundred Dollars ($58,800.00) for fiscal year 2024–2025 and Sixty-One Thousand One Hundred Fifty Dollars ($61,150.00) for fiscal year 2025–2026.
(b) Maximum Annual Compensation. The total compensation for the Services provided by Authority to the City under this Agreement shall not exceed $58,800.00 for fiscal year 2024- 2025 or $61,150.00 for fiscal year 2025-2026 as detailed in the following table:

COMPENSATION BREAKDOWN
Service Provided FY2024-25 Cost FY2025-26 Cost Total Cost HACN Baseline Housing Services $58,800 $61,150 $119,950 Item #6.4.

City of Calistoga
Services Agreement FY 2024-2026
(c) Rate for Additional Services. If the City authorizes Authority to perform services that are not included in the Scope of Services set forth in Exhibit “A” (“Additional Services”), Authority will be compensated for the Additional Services on a time and materials basis. The rate for Authority’s time for the Additional Services shall be the then-current fully burdened overhead rate (the “Fully Burdened Overhead Rate”) for the employee performing the Additional Services. The Fully Burdened Overhead Rate is an hourly billable rate that captures all Authority costs (direct and indirect) associated with an employee, over and above gross compensation or payroll costs. Typical costs associated with the Fully Burdened Overhead Rate include payroll taxes, worker's compensation, health insurance, paid time off, pension contributions, other benefits, and indirect costs including departmental and citywide administrative overhead allocations. The applicable Fully Burdened Overhead Rate will depend on the Authority employee performing the Additional Services as each employee has a different Fully Burdened Overhead Rate that is calculated based on that particular employee’s salary and benefits. (d) Invoices for Additional Services. Authority will submit a monthly itemized invoice to the City for any Additional Services provided by the Authority during the preceding month. The City will pay the Authority within 30 days after approval of each invoice.

4. Method of Payment. The Authority shall provide to City an invoice for payment for the Services on the following dates and in the following amounts:
(a) On July 1, 2024, an invoice equal to 50% of the Baseline Rate for fiscal year 2024-2025 in the amount of $29,400.00; and
(b) On January 1, 2025, a second invoice for the remaining 50% of the Baseline Rate for fiscal year 2024-2025 in the amount of $29,400.00.
(c) On July 1, 2025, a third invoice for 50% of the Baseline Rate for fiscal year 2025-2026 in the amount of $30,575.00; and
(d) On January 1, 2026 a fourth invoice for the remaining 50% of the Baseline Rate for fiscal year 2025-2026 in the amount of $30,575.00.

City shall pay the Authority within thirty (30) days following receipt of an invoice.

5. Independent Contractor. The Authority shall perform the Services under this Agreement as an independent contractor. The Authority and the officers, agents and employees of Authority are not, and shall not be deemed, City employees for any purpose, including workers' compensation. The Authority shall determine the method and manner by which the Services shall be performed. The Authority and its officers, employees and agents shall not be entitled to any of the benefits accorded to a City employee.

City shall not deduct or withhold any amounts whatsoever from the compensation paid to the Authority, including, but not limited to amounts required to be withheld for state and federal taxes. The Authority shall be solely responsible for all such payments.

6. Indemnification. To the fullest extent permitted by law, City shall defend, indemnify and hold harmless the Authority and its elected and appointed officials, officers, agents and employees from and against any and all liability or claims (including actions, demands, damages, injuries, settlements, losses, or costs [including legal costs and attorney's fees]) (collectively, “Liability”) of any nature, arising out of, pertaining to, or relating to City’s acts or omissions under this Agreement. Consistent with Civil Code Item #6.4.

City of Calistoga
Services Agreement FY 2024-2026
Section 2782, City will not be obligated to indemnify Authority for the proportionate share of the Liability caused by the Authority’s active negligence, sole negligence, or willful misconduct. City’s indemnification obligations under this Agreement are not limited by any limitations of any insurance held by City, including, but not limited to, workers’ compensation insurance.

To the fullest extent permitted by law, Authority shall defend, indemnify and hold harmless City and its elected and appointed officials, officers, agents and employees from and against any Liability of any nature, arising out of, pertaining to, or relating to the Authority’s acts or omissions under this Agreement.

Consistent with Civil Code Section 2782, Authority will not be obligated to indemnify City for the proportionate share of the Liability caused by the City’s active negligence, sole negligence, or willful misconduct. Authority’s indemnification obligations under this Agreement are not limited by any limitations of any insurance held by Authority, including, but not limited to, workers’ compensation insurance.

7. Termination for Cause. If either party shall fail to fulfill in a timely and proper manner that party's obligations under this Agreement or otherwise breach this Agreement, the non-defaulting party may, in addition to any other remedies it may have, terminate this Agreement by giving fifteen (15) days written notice to the defaulting party in the manner set forth in Paragraph 11 (Notices).

8. Termination for the Convenience of a Party. This Agreement may be terminated by either party for any reason and at any time by giving no less than thirty (30) days prior written notice of such termination to the other party and specifying the effective date thereof.

9. Payment for Work upon Expiration or Termination. In the event of termination for cause under Paragraph 7 or termination for the convenience of a party under Paragraph 8, Authority shall be entitled to receive compensation for any satisfactory Services and/or Additional Services provided by the Authority prior to the effective date of the notice subject to the maximum amount set forth in Paragraph 3(b). In the event the termination results in the Authority receiving payment in an amount that exceeds the amount due to Authority for the Services provided under this Agreement, City shall be entitled to receive reimbursement for any overpayment from Authority.

10. No Waiver. The waiver by either party of any breach or violation of any requirement of this Agreement shall not be deemed to be a waiver of any such breach in the future, or of the breach of any other requirement of this Agreement.

11. Notices. All notices required or authorized by this Agreement shall be in writing and shall be delivered in person or by deposit in the United States mail, by first class mail, postage prepaid. Any mailed notice, demand, request, consent, approval or communication that either party desires to give the other party shall be addressed to the other party at the address set forth below. Either party may change its address by notifying the other party of the change of address. Any notice sent by mail in the manner prescribed by this paragraph shall be deemed to have been received on the date noted on the return receipt or five days following the date of deposit, whichever is earlier.

AUTHORITY CITY OF CALISTOGA
Housing Manager Laura Snideman, City Manager
Housing Authority of the City of Napa City of Calistoga P.O. Box 660 1232 Washington Street
Napa, CA 94559 Calistoga, CA 94515

Item #6.4.

City of Calistoga
Services Agreement FY 2024-2026

12. Confidentiality. Confidential information is defined as all information disclosed to the Authority which relates to City past, present, and future activities, as well as activities under this Agreement.

Except as otherwise provided in Paragraph 15, as directed by the City Manager or designee thereof, or when required by the California Public Records Act, a subpoena or by court order, the Authority shall hold all such information as the Authority may receive, if any, in trust and confidence.

13. Amendment/Modification. Except as specifically provided herein, this Agreement may be modified or amended only in a writing signed by the Parties.

14. Compliance with Laws. In the performance of this Agreement, the Authority shall observe and comply with all applicable Federal, State and local laws, ordinances, and codes.

15. Access to Records/Retention. City shall have access to any books, documents, papers and records of the Authority prepared or obtained by the Authority when providing the Services under this Agreement. Upon expiration or termination of this Agreement the Authority shall return all such records to City unless otherwise directed by City to retain or dispose of such records, except that with the written permission of City, the Authority may keep a copy of such records as long as such copy is maintained in confidence and is returned to City or its successor agency to be destroyed upon notification to Authority that City has authorized destruction of the original records.

16. Attorney's Fees. In the event that either party commences legal action of any kind or character to either enforce the provisions of this Agreement or to obtain damages for breach thereof, the prevailing party in such litigation shall be entitled to all costs and reasonable attorney's fees incurred in connection with such action.

17. Interpretation. The headings used herein are for reference. The terms of the Agreement are set out in the text under the headings. This Agreement shall be governed by the laws of the State of California.

18. Severability. If any provision of this Agreement, or any portion thereof, is found by any court of competent jurisdiction to be unenforceable or invalid for any reason, such provision shall be severable and shall not in any way impair the enforceability of any other provision of this Agreement.

19. Entirety of Contract. This Agreement, together with “Exhibits A and B” attached hereto and incorporated herein, constitutes the entire agreement between the Parties relating to the subject of this Agreement and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, among the Parties with respect to the subject matter hereof.

20. Counterparts. This Agreement may be executed in counterparts, each one of which is deemed an original, but all of which together constitute a single instrument.

21. Privileges and Immunities. In accordance with California Government Code section 6513, all of the privileges and immunities from liability, all exemptions from laws, ordinances and rules, and all pension, relief, disability, workmen’s compensation, and other benefits which apply to the activity of the trustees, officers, employees or agents of the Parties when performing their functions within the territorial limits of their respective public agencies, shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties associated with performance of this Agreement.

Item #6.4.

City of Calistoga
Services Agreement FY 2024-2026

22. Signatures; Electronic Signatures. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the Town and the City. The parties agree that this Agreement may be executed and transmitted electronically and that electronic signatures shall have the same force and effect as original signatures in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq.; the California Uniform Electronic Transactions Act, Civil Code Section 1633.1 et seq. and California Government Code Section 16.5. [Signature page follows.]
Item #6.4.

City of Calistoga
Services Agreement FY 2024-2026
IN WITNESS WHEREOF, this Agreement was executed by the Parties as of the date first above written.

CITY:

CITY OF CALISTOGA, a municipal corporation
By: ________________________________________
LAURA SNIDEMAN, City Manager
ATTEST:

By: ________________________________________
YUDIANA GALVAN, City Clerk

AUTHORITY:

HOUSING AUTHORITY OF THE CITY OF NAPA, a public body, corporate and politic By: ________________________________________
STEVE POTTER, Executive Director

COUNTERSIGNED:

By: ___________________________________
ERIKA LEAHY, Deputy City Auditor
APPROVED AS TO FORM:

By: _____________________________________
SABRINA WOLFSON, Interim Authority General Counsel
Item #6.4.

City of Calistoga
Services Agreement FY 2024-2026
EXHIBIT “A”
Scope of Services

WORK PROGRAM DESCRIPTION
A. COUNTYWIDE ACTIVITIES

1. Section 8 Housing Services HUD-funded very low income rental housing assistance program administered
countywide - 88% City of Napa & 12%
countywide

2. Continuum of Care Participate in Countywide Continuum of Care for delivery of homeless services &
projects
B. STANDARD HOUSING SERVICES

1. Regulatory Agreement Monitoring Provide required annual monitoring of regulatory agreement units summarized
in Exhibit B

2. Review development projects Technical assistance reviewing proposed housing developments to maximize
affordable housing units

3. Loan Servicing Provide loan servicing and owner
occupancy monitoring for HOME & CDBG
rehab loans

4. Affordable Housing Regulatory Agreements Review affordable housing agreements & make recommendations

5. Annual Meeting with Staff and Council Report on year's activities C. ADDITIONAL HOUSING SERVICES

1. Additional housing services as mutually agreed toTBD: The Authority shall be compensated for such additional services in accordance
with Section 3(c).

Item #6.4.

City of Calistoga
Services Agreement FY 2024-2026
EXHIBIT “B”
Monitoring List
Project Type
Affordable
Units Task Description
Palisades SFSH 12 Annually
Mail out owner occupancy
certification, verify insurance
& taxes paid. Follow-up when
necessary. Update owner
database
Emerald Oaks SFSH 1 Annually
Mail out owner occupancy
certification, verify insurance
& taxes paid. Follow-up when
necessary. Up-date owner
database
Silverado Place SFSH 1 Annually
Mail out owner occupancy
certification, verify insurance
& taxes paid. Follow-up when
necessary. Update owner
database
Saratoga Manor II SFSH 17 Annually
Mail out owner occupancy
certification, verify insurance
& taxes paid. Follow-up when
necessary. Update owner
database
Lakewood I
1809 Lake St. Rental 8 Annually
Review Calistoga Affordable
Housing, Inc. annual report &
tenant certification forms for
compliance with Affordable
Housing Agreement #0210 &
Loan Agreement #0210
Palisades Apts. 40 & 42
Brannan St. Rental 24 Annually
Review Burbank Housing
annual report & tenant
certification forms for
compliance with Affordable
Housing Agreement #0248 &
HOME Standard Agreement
#07-HOME-3063. Submit
Annual Long Term Monitoring
Report to HCD. Collect annual
monitoring fee.

Paladini Apts Rental 4 Annually
Review property owner's
annual report and tenant
certification forms for
compliance with Affordable
Item #6.4.

City of Calistoga
Services Agreement FY 2024-2026
Housing Agreement. Collect
annual monitoring fee.

Luxe Calistoga -
Garnett Creek Inn 1139
Calistoga St. Rental 4 Annually
Review property owner's
annual report and tenant
certification forms for
compliance with Affordable
Housing Agreement. Collect
annual monitoring fee.

Calistoga Senior Apts
611 Washington Street Rental 29 Annually
Review property owner's
annual report and tenant
certification forms for
compliance with Affordable
Housing Agreement. Collect
annual monitoring fee.

Lincoln Avenue Apartments Rental 77 Annually
Review property owner's
annual report and tenant
certification forms for
compliance with Affordable
Housing Agreement. Collect
annual monitoring fee.

Additional affordable housing
units Rental up to 16** Annually
Lease up certification. Mail out
project compliance report and
review tenant information for
compliance with Regulatory
Agreement. Update project
database.

HOME Loans Rehab* 24 Annually
Loan servicing & owner
occupancy certification, verify
insurance and taxes or HCD
registration paid. Follow-up
when necessary. Update
Rehab database.

CDBG Loans Rehab* 46 Annually
Loan servicing & owner
occupancy certification, verify
insurance and taxes or HCD
registration paid. Follow-up
when necessary. Update
Rehab database.
*Number of loans may increase or decrease over the
term of contract
**Affordable units beyond the number identified above shall be billed on a time and material basis in accordance
with Paragraph 3(d).

Item #6.4.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: David Fradelizio, Senior Civil Engineer
Meeting: City Council - Sep 10 2024
Subject: Request to the Metropolitan Transportation Commission for the allocation of fiscal year 2024/25 Transportation Development Act Article 3 Pedestrian/Bicycle project funding
DESCRIPTION:

Consider adopting a Resolution authorizing the City Manager to submit an application to the Metropolitan Transportation Commission (MTC) for the allocation of fiscal year 2024/25 Transportation Development Act Article 3 Pedestrian/Bicycle project funding in the amount of $150,000 for the South Oak Street Pedestrian Bridge over the Napa River and authoring the City Manager or Public Works Director to execute all grant documents and agreements on behalf of the City for the project.

RECOMMENDATION:

Consider Adopting the Resolution
Consider Adopting the Resolution
BACKGROUND/SUMMARY:

The Transportation Development Act (TDA), Public Utilities Code Sections 99233.3 and 99234, makes funds available in the nine-county MTC Region for pedestrian/bicycle purposes.

Transportation Development Act Article 3 (TDA-3) funds are intended to be used exclusively for bicycle and pedestrian projects.

These funds are allocated annually to Napa County and its incorporated cities and are locally administered by the Napa Valley Transportation Authority (NVTA). The TDA-3 grant program generally funds pedestrian and bicycle projects, and bicycle and pedestrian safety education. In order to streamline the administrative process NVTA has transitioned from an annual call for projects to a three-year cycle call for projects so we need to apply for future year projects at this time.

As part of the application process MTC and the NVTA require resolutions of support from local agencies approving the submittal of project specific applications. The local resolution is mandatory and must be adopted in order for NVTA to submit the Napa County-wide application to MTC.

ANALYSIS:

If the City is awarded the requested $150,000 in TDA-3 grant funding, staff would be able to continue advancing the design with a consultant from the current 30% design level to a 60% design level as well as search and apply for additional grant funding. Additional funding outside of this TDAItem #6.5.

3 grant will be required to complete the design and construction, currently estimated at $250,000 and $1.5M respectively. These estimates are highly likely to increase over time.

The Project will construct an off-street Class I Multi-Use Path connecting South Oak Street and North Oak Street and enhance pedestrian facilities along Cedar Street to extend the reach of the pedestrian bridge. In total, the Project will construct 210 feet of multi-use path, 390 feet of sidewalk, and 16 curb ramps.

The proposed pedestrian bridge will consist of 189’ of multi-use path that spans across the Napa River. The Project targets deficiencies in the City’s active transportation network, where cyclists currently share the road with motorized vehicles along Berry St and Lincoln Ave, the City’s primary routes across the Napa River. By providing a safer crossing over the Napa River, the Project will enhance bicycle and pedestrian access for students, families, and seniors to schools, community centers, parks, religious institutions, and single- and multi-family residences.

The Project will close 390 feet of sidewalk gaps and install 16 Americans with Disabilities Act (ADA) compliant curb ramps along Oak Street and Cedar Street to extend the reach of the pedestrian bridge and provide dedicated walking facilities. These improvements will provide separation between vehicles and pedestrians and establish a safe pathway for students traveling by bike or foot to the Calistoga Elementary School and Calistoga Junior/High School. The project is within 0.15 mile of the Calistoga Elementary School and 0.5 mile of the Calistoga Junior/High School.

FINANCIAL IMPACT:

Should the City Council approve the Resolutions and the grant be awarded to the city, the grant would provide the city with $150,000 in funding towards the design of the South Oak Street Pedestrian Bridge Project in FY 2024/25.

CEQA STATUS:

The grant funding authorization recommended by this report are not projects pursuant to the California Environmental Quality Act (CEQA) Guidelines Section 15378.

ATTACHMENT(S):

Draft TDA-3 Support Reso Attach 1 Combined
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Aug 29 2024 Laura Snideman, City Manager Approved - Aug 30 2024
Yudiana Galvan, City Clerk Approved - Aug 30 2024
Item #6.5.

RESOLUTION NO. 2024-XXX

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

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

A REQUEST TO THE METROPOLITAN TRANSPORTATION COMMISSION FOR THE ALLOCATION OF FISCAL YEAR 2024/25 TRANSPORTATION DEVELOPMENT ACT ARTICLE 3 PEDESTRIAN/BICYCLE PROJECT FUNDING FOR THE SOUTH

OAK STREET PREDESTRIAN BRIDGE PROJECT
WHEREAS, Article 3 of the Transportation Development Act (TDA), Public Utilities Code (PUC) Section 99200 et seq., authorizes the submission of claims to a regional transportation planning agency for the funding of projects exclusively for the benefit and/or use of pedestrians and bicyclists; and
WHEREAS, the Metropolitan Transportation Commission (MTC), as the regional transportation planning agency for the San Francisco Bay region, has adopted MTC Resolution No. 4108, Revised, entitled “Transportation Development Act, Article 3, Pedestrian/Bicycle Projects,” which delineates procedures and criteria for submission of requests for the allocation of “TDA Article 3” funding; and WHEREAS, MTC Resolution No. 4108, Revised requires that requests for the allocation of TDA Article 3 funding be submitted as part of a single, countywide coordinated claim from each county in the San Francisco Bay region; and WHEREAS, the City of Calistoga desires to submit a request to MTC for the allocation of TDA Article 3 funds for funding for the South Oak Street Pedestrian Bridge Project, which is for the exclusive benefit and/or use of pedestrians and/or bicyclists.

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

1. The City of Calistoga declares it is eligible to request an allocation of TDA Article 3 funds pursuant to Section 99234 of the Public Utilities Code.

2. There is no pending or threatened litigation that might adversely affect the South Oak Street Pedestrian Bridge Project, or that might impair the ability of the City of Calistoga or its designee to carry out the project.

3. The City of Calistoga attests to the accuracy of and approves the statements in Attachment A to this resolution.

4. A certified copy of this resolution and its attachments, and any accompanying supporting materials shall be forwarded to the congestion management agency, countywide transportation planning agency, or county association of governments, ATTACHMENT 1
Item #6.5.

Resolution No. 2024-XXX

as the case may be, of Napa County for submission to MTC as part of the countywide coordinated TDA Article 3 claim.

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

1. The Council hereby ratifies the submittal of a TDA 3 funding allocation request for the South Oak Street Pedestrian Bridge Project and adopts the findings contained in Attachment A.

BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF CALISTOGA that the City Manager or the Public Works Director, is hereby authorized to execute all project administration documents including a funding agreement and any amendments thereto between the City of Calistoga and the Napa Valley Transportation Authority for the South Oak Street Pedestrian Bridge Project.

PASSED, APPROVED AND ADOPTED this 10th day of September, 2024. I,

YUDIANA GALVAN, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

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

TDA Article 3 Resolution Page 1
Resolution No. 2024-
Attachment A
Findings

1. That the City of Calistoga is not legally impeded from submitting a request to the Metropolitan Transportation Commission for the allocation of Transportation Development Act (TDA) Article 3 funds, nor is the City of Calistoga legally impeded from undertaking the project(s) described in “Attachment B” of this resolution.

2. That the City of Calistoga has committed adequate staffing resources to complete the project(s) described in Attachment B.

3. A review of the project(s) described in Attachment B has resulted in the consideration of all pertinent matters, including those related to environmental and right-of-way permits and clearances, attendant to the successful completion of the project(s).

4. Issues attendant to securing environmental and right-of-way permits and clearances for the projects described in Attachment B have been reviewed and will be concluded in a manner and on a schedule that will not jeopardize the deadline for the use of the TDA funds being requested.

5. That the project(s) described in Attachment B comply with the requirements of the California Environmental Quality Act (CEQA, Public Resources Code Sections 21000 et seq.).

6. That as portrayed in the budgetary description(s) of the project(s) in Attachment B, the sources of funding other than TDA are assured and adequate for completion of the project(s).

7. That the project(s) described in Attachment B are for capital construction and/or final design and engineering or quick build project; and/or for the maintenance of a Class I bikeway which is closed to motorized traffic and/or Class IV separated bikeway; and/or for the purposes of restriping Class II bicycle lanes; and/or for the development or support of a bicycle safety education program; and/or for the development of a comprehensive bicycle and/or pedestrian facilities plan, and an allocation of TDA Article 3 funding for such a plan has not been received by the City of Calistoga within the prior five fiscal years.

8. That the project(s) described in Attachment B which are bicycle projects have been included in a detailed bicycle circulation element included in an adopted general plan, or included in an adopted comprehensive bikeway plan (such as outlined in Section 2377 of the California Bikeways Act, Streets and Highways Code section 2370 et seq.) or responds to an immediate community need, such as a quick-build project.

9. That any project described in Attachment B bicycle project meets the mandatory minimum safety design criteria published in the California Highway Design Manual or is in a National Association of City and Transportation Officials (NACTO) guidance or similar best practices document.

10. That the project(s) described in Attachment B will be completed in the allocated time (fiscal year of allocation plus two additional fiscal years).

11. That the City of Calistoga agrees to maintain, or provide for the maintenance of, the project(s) and facilities described in Attachment B, for the benefit of and use by the public.

Item #6.5.

TDA Article 3 Resolution Page 2
Resolution No. 2024-
Attachment B
TDA Article 3 Project Application Form

1. Agency City of Calistoga

2. Primary Contact Derek Rayner, Public Works Director

3. Mailing Address 414 Washington Street, Calistoga, CA 94515

4. Email Address [email protected] 5. Phone Number 707-942-2828

6. Secondary Contact David Fradelizio, Associate Civil Engineer

7. Mailing address (if
different)
N/A

8. Email Address [email protected] 9. Phone Number 707-339-3938

10. Send allocation
instructions to (if
different from above):

N/A

11. Project Title Oak St Pedestrian Bridge and Community Facilities Access Improvement

12. Amount requested $150,000 13. Fiscal Year of
Claim
2024-2025

14. Description of Overall Project:

The Project will construct an off-street Class I Multi-Use Path connecting South Oak Street and North Oak Street and enhance pedestrian facilities along Cedar Street to extend the reach of the pedestrian bridge. In total, the Project will construct 210 feet of multi-use path, 390 feet of sidewalk, and 16 curb ramps.

The proposed pedestrian bridge will consist of 189’ of multi-use path that spans across the Napa River. The Project targets deficiencies in the City’s active transportation network, where cyclists currently share the road with motorized vehicles along Berry St and Lincoln Ave, the City’s primary routes across the Napa River. By providing a safer crossing over the Napa River, the Project will enhance bicycle and pedestrian access for students, families, and seniors to schools, community centers, parks, religious institutions, and residential single- and multi-family.

The Project will close 390 feet of sidewalk gaps and install 16 Americans with Disabilities Act (ADA) compliant curb ramps along Oak Street and Cedar Street to extend the reach of the pedestrian bridge and provide dedicated walking facilities. These improvements will provide separation between vehicles and pedestrians and establish a safe pathway for students traveling by bike or foot to Calistoga Elementary School and Calistoga Junior/High School. The project is within 0.15 mile from Calistoga Elementary School and 0.5 mile to the Calistoga Junior/High School.

Item #6.5.

TDA Article 3 Resolution Page 3

15. Project Scope Proposed for Funding: (Project level environmental, preliminary planning, and ROW are ineligible uses of TDA funds.)

16. Project Location: A map of the project location is attached or a link to a online map of the project location is provided below:

Project Relation to Regional Policies (for information only)

17. Is the project in an Equity Priority Community? Yes☒ No☐

18. Is this project in a Priority Development Area or a Transit-Oriented Community? Yes☐ No☒

19. Project Budget and Schedule
Project Eligibility
Task 1 - Overall Project Management. The City will manage the consultant in the execution of all tasks. This includes budget management and tracking and updating the project schedule to prioritize task deliverables critical to project implementation.

Task 2 - Hire Consultant to Prepare Construction Plans, Specifications and Estimate and to Obtain Regulatory Permits. The City will issue a request for proposals to qualified professionals to prepare construction plans, specifications and estimate and to obtain regulatory permits. The City will enter into a contract for services with the selected consultant.

Task 3 - Project Coordination. The consultant will provide ongoing coordination and communication with the project team to organize and facilitate project deliverables. Consultant will schedule and lead progress meetings to summarize completed work, next steps, and adapt to changing project conditions, as required.

Task 4 - Prepare Construction Plans, Specifications and Cost Estimate. Consultant will prepare complete construction bid documents including design drawings, technical specifications and estimate of construction costs for the Project. The Project documents will include structural design sheets, structural calculations, tree removals, construction of the bridge abutments, placement of the bridge, and native plant revegetation, civil/site features, and ramps.

Project
Phase
TDA 3 Other Funds Total Cost
Estimated Completion
(month/year)
Bike/Ped
Plan
ENV
PA&ED 165,000
PS&E 120,000 120,000
ROW 285,000
CON 30,000 1,302,950
Total Cost 150,000 1,587,950 1,737,950 7/1/2029
Project Map Attached to Application.

Item #6.5.

TDA Article 3 Resolution Page 4
A. Has the project been reviewed by the Bicycle and Pedestrian Advisory Committee? Yes☒ No☐ If “YES,” identify the date and provide a copy or link to the agenda.

If "NO," provide an explanation).

B. Has the project been approved by the claimant's governing body? Yes☒ No☐ If "NO," provide expected date:__________________
C. Has this project previously received TDA Article 3 funding? Yes☐ No☒ (If "YES," provide an explanation on a separate page)
D. For "bikeways," does the project meet Caltrans minimum safety design criteria Yes☒ No☐ pursuant to Chapter 1000 of the California Highway Design Manual? E. 1. Is the project categorically exempt from CEQA, pursuant to CCR Section 15301(c), Yes☐ No☒ Existing Facility?

2. If “NO” above, is the project is exempt from CEQA for another reason? Yes☒ No☐ Cite the basis for the exemption.

CEQA Statute Section 21080.25(b)(1): Pedestrian and bicycle facilities that improve safety, access, or mobility, including new facilities within the public right-of-way N/A☐
If the project is not exempt, please check “NO,” and provide environmental documentation, as appropriate.

F. Estimated Completion Date of project (month and year): July 2029 G. Have provisions been made by the claimant to maintain the project or facility, or has Yes☒ No☐ the claimant arranged for such maintenance by another agency? (If an agency other than the Claimant is to maintain the facility, please identify below and provide the agreement.

H. Is a Complete Streets Checklist required for this project ? Yes☐ No☒ If the amount requested is over $250,000 or if the total project phase or construction phase is over $250,000, a Complete Streets checklist is likely required. Please attach the Complete Streets checklist or record of review, as applicable. More information and the form may be found here: https://mtc.ca.gov/planning/transportation/complete-streets Item #6.5.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Rachel Stepp, Deputy City Manager
Meeting: City Council - Sep 10 2024
Subject: Contract Amendment with Marin IT for Internet Technology Managed Services
DESCRIPTION:

Consider adopting a Resolution authorizing the City Manager to execute Amendment No. 1 to Contract No. 947 with Marin IT to provide services to maintain and update the City's information technology infrastructure.

RECOMMENDATION:

Consider Adopting the Resolution
Consider Adopting the Resolution
BACKGROUND/SUMMARY:

As a full-service city employing over 100 individuals a year, the City of Calistoga has no full-time staff dedicated to information technology (IT), nor does it have someone trained with an IT background. Information Technology leadership is currently centered in the City Manager's Office for long-term planning, coordination between departments, and contract oversight. The City continues to procure certain IT support services through a third party. These services include client help desk support, desktop technician support, network administration, system administration, application development, application maintenance, database administration, and specific project development, implementation, and support. Marin IT has been providing the City with IT services since July 2016.

Currently, staff believes Marin IT provides experience, service delivery, and can meet the City’s IT support services needs. City staff recommends exercising the one-year extension clause within the Fiscal Year 23-24 contract, through an amendment to the scope and overall cost of the Fiscal Year 24-25 agreement with Marin IT. A competitive Request for Proposals for these services is being developed and will be issued in the next three months.

ANALYSIS:

Marin IT is based in Novato, CA, and serves municipal clients including the City of St. Helena. Marin IT provides managed services and support to other government agencies including the County of Napa, Central Marin Police Authority, San Rafael Police Department, Vallejo Police Department, and Ross Police Department.

Each week, Marin IT will continue to provide (16) hours of information technology onsite support and may provide consultation on additional IT-related matters as deemed necessary by the City Manager or their designee.

Item #6.6.

Marin IT Computer Systems annual contract for 2024-25 is proposed to be $163,731.84. An additional $121,000.00 is budgeted to fund the ongoing PC and IT asset replacement activities performed each year to maintain current, secure, and efficient computers, servers, and networking equipment. The total not to exceed amount for the Computer Systems and annual equipment replacement is $284,731.84.

The scope of services will include the following:
•Computer and Network Equipment Replacement
•Workstation support – Desktops, Laptops, Monitors, Police MDT's •Administration and Maintenance of Servers & Virtual Machine (VM) Hosts •Network Equipment (Switches, Firewalls, Routers, Wireless Access Points) •Account Management - Microsoft Active Directory, Office 365, Applications and Email, Adobe, antivirus, etc.
•Frontline support and maintenance for Police CAD/RMS.
•Business security and continuity - email SPAM & Malware filtering, and data backup. •Remote monitoring and management of computers, servers, and tablets/iPads There is a small amount of contingency funding built into the scope of work to ensure that any unforeseen technology emergencies can be addressed without delay.

Additional projects are planned during the remainder of this fiscal year and will be brought to the Council individually.

FINANCIAL IMPACT:

The IT support services and PC and network equipment replacements contract with Marin IT is not to exceed $284,731.84 for the scope of work outlined above. Funding is available for these services in the Fiscal Year 2024-2025 adopted budget in accounts 17-4975-4405 and 17-4975-4823.

CEQA STATUS:

The recommended action is not a project and therefore not subject to CEQA review.

ATTACHMENT(S):

RESO Marin IT Contract amendment
Marin IT 2425 amendment signed
947 2023-24 - Marin IT Agreement For Consultant Services APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Aug 29 2024 Laura Snideman, City Manager Approved - Sep 04 2024
Yudiana Galvan, City Clerk Approved - Sep 04 2024
Item #6.6.

RESOLUTION NO. 2024-XXX

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

NAPA, STATE OF CALIFORNIA AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO CONTRACT NO. 947, A ONE-YEAR CONTRACT

EXTENSION WITH MARIN IT TO PROVIDE SERVICES TO MAINTAIN AND UPDATE THE CITY'S INFORMATION TECHNOLOGY INFRASTRUCTURE.

WHEREAS, the City of Calistoga is a full-service city employing around 100 people over a year; and
WHEREAS, the City currently has no full-time staff dedicated to Information technology, nor does it have someone trained or with an information technology background on staff; and
WHEREAS, information technology is currently centered in the City Manager’s Office for long-term planning, coordination between departments and contract oversight; and
WHEREAS, the City recognizes the need to have information technology outsourced for client help desk support, network and system administration, applications development, applications maintenance, data base administration and specific project implementation, and support; and
WHEREAS, Marin IT has been providing the City with IT services since July 2016. Staff believes Marin IT provides experience, service delivery, and capability to meet the City’s IT support services needs; and
WHEREAS, the existing agreement includes a one-year extension clause; and NOW, THEREFORE, BE IT RESOLVED that the Calistoga City Council hereby approves a one-year contract extension with Marin IT to provide services to maintain and update the City's information technology infrastructure.

BE IT FURTHER RESOLVED THAT, the City Council of the City of Calistoga hereby authorizes the City Manager to execute Amendment No. 1 to Contract No. 947, a one-year contract extension with an amount not to exceed $284,731.84 with Marin IT to provide services to maintain and update the City's information technology infrastructure. Funding is available for these services in the Fiscal Year 2024-2025 adopted budget in accounts 17-4975-4405 and 17-4975-4823.

Item #6.6.

PASSED, APPROVED AND ADOPTED this 10th day of September. 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:

ABSENT:

ABSTAIN:

ATTEST: APPROVED:
___________________________ _____________________
Yudiana Galvan, CMC, City Clerk Donald Williams, Mayor
Item #6.6.

AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES
This Amendment of the Agreement, entered into this tenth day of September 2024, by and between the CITY OF CALISTOGA, a municipal corporation (hereinafter "the City") and Marin IT, Inc., a California corporation whose address is (hereinafter "CONSULTANT"), is made with reference to the following:

RECITALS:

A. On September 11, 2023, an agreement was entered into by and between the City and Provider (hereinafter "Agreement") in an amount not to exceed $198,070 for information technology services and computer and network replacements.

B. The City and Provider desire to modify the Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

1. Paragraph 1.1, Scope of Work, of the Agreement is modified to read as follows:

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

2. Paragraph 2.1., “Compensation” is modified to read as follows:

Compensation for the Services shall be in accordance with Exhibits B and B-1, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $ $284,731.84 ("Cost Ceiling")

3. Paragraph 3., “Effective Date”, of the Agreement is modified to read as follows:

This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term").

CONSULTANT agrees to complete all services by June 30, 2025.

4. Paragraph 5.1., Indemnification, of the Agreement is modified to include as follows:

In the event that CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CalPERS) to be eligible for any CalPERS benefits arising from services provided to CITY under this Agreement, CONSULTANT shall indemnify, defend, and hold CITY harmless from any and all claims, losses, liabilities, Docusign Envelope ID: 1DC3F04F-D72F-4F52-B3E5-246D2FC33206 Item #6.6.

damages, taxes, expenses and costs, including without limitation, attorneys’ fees and court costs incurred, including but not limited to, the payment of any employee and/or employer contributions for CalPERS service credit on behalf of CONSULTANT or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of CITY.

5. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect.

Signatures on following page
Docusign Envelope ID: 1DC3F04F-D72F-4F52-B3E5-246D2FC33206 Item #6.6.

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

CITY OF CALISTOGA
By: Date:

Laura Snideman, City Manager
Approved As To Form
By:

Michelle Marchetta Kenyon, City Attorney
Attest
By:

Yudiana Galvan, City Clerk

CONSULTANT
By: Date:

By: Date:

Docusign Envelope ID: 1DC3F04F-D72F-4F52-B3E5-246D2FC33206 8/27/2024 President
Partner 8/27/2024
Item #6.6.

Exhibit A
Scope of Services
The following PC and network equipment replacements are not to exceed $121,000 • Network Improvements - Hardware ($21,455.08)
• Network Improvements - Cyber Security ($9,812.51)
• Labor - Network Improvements ($20,190.00)
• PC Replacements ($35,000.00)
• Labor - PC Replacements ($530 * 24 = $12,720.00)
• Misc Support, Licenses, Subscriptions - related to four new firewalls ($20,905.35) • Total $120,082.94
See complete scope of work dated August 26, 2024 for IT services attached in B-1.

Docusign Envelope ID: 1DC3F04F-D72F-4F52-B3E5-246D2FC33206 Item #6.6.

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

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

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

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

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

Docusign Envelope ID: 1DC3F04F-D72F-4F52-B3E5-246D2FC33206 Item #6.6.

Exhibit B-1
The following PC and network equipment replacements are not to exceed $121,000 • Network Improvements - Hardware ($21,455.08)
• Network Improvements - Cyber Security ($9,812.51)
• Labor - Network Improvements ($20,190.00)
• PC Replacements ($35,000.00)
• Labor - PC Replacements ($530 * 24 = $12,720.00)
• Misc Support, Licenses, Subscriptions - related to four new firewalls ($20,905.35) • Total $120,082.94
The following service contract is not to exceed $163,731.84. The total for IT services and PC and network equipment replacements under this extension are not to exceed $284,731.84.

Docusign Envelope ID: 1DC3F04F-D72F-4F52-B3E5-246D2FC33206 Item #6.6.

Prepared for City of Calistoga
City of Calistoga IT Support FY2024-2025
Quote#2024-004303 v1

PREPARED FOR PREPARED BY
Laura
Snideman
[email protected]
(707) 942-2803
Tim Bush
[email protected]
(415) 842-3251
366 Bel Marin Keys Blvd Novato, CA 94949
Docusign Envelope ID: 1DC3F04F-D72F-4F52-B3E5-246D2FC33206 Item #6.6.

www.marinit.com -
Monday, August 26, 2024
City of Calistoga
Laura Snideman
1232 Washington Street
Calistoga, CA 94515
[email protected]
Dear Laura,
Marin IT, Inc. is pleased to provide City of Calistoga with our proposal for Managed IT Support.

IT support Scope of Work - Marin IT, Inc. Responsibilities As part of this agreement it is our understanding that we will be provide the IT support required for City of Calistoga to continue daily operations including, but not limited to, support and maintenance of the following:
 Workstations (Desktops, Laptops, All-in-One, Police MDT's)  Servers & Virtual Machine (VM) Hosts
 Network Equipment (Switches, Firewalls, Routers, Wireless Access Points)  Business Network/Back Office - MS Active Directory, user accounts and access, Office 365 Apps and Email, Adobe, antivirus, etc.  Frontline support and maintenance for Police CAD/RMS
Additionally, Marin IT will provide the following MSP services:
 Business security and continuity - security awareness training, email SPAM & Malware filtering, data backup (including cloud-to-cloud)
 Remote monitoring and management of computers, servers, and tablets/iPad's Marin IT technicians are expected to work with the City of Calistoga in supporting the network. We will provide an online service ticket and tracking system.

In the event that issues arise which are outside of the scope of this proposal Marin IT will discuss any fee impact with the designated City of Calistoga representative before proceeding with the work.

Client Responsibilities:
 All client and server software licenses associated with this agreement will be obtained & managed by the end user  City of Calistoga will be responsible for communicating needs & changes thru the designated representative / channels only.
 Client is responsible for providing reasonable/timely access to all buildings, offices, devices, laptops, smart phones, tablets, etc.

Quote #2024-004303 v1 Page: 2 of 10
Docusign Envelope ID: 1DC3F04F-D72F-4F52-B3E5-246D2FC33206 Item #6.6.

www.marinit.com -
Change / System Upgrade Process:
 Identify and discuss the need for the change with client  Identify the additional tasks, which need to be performed in order to complete the change in scope.  Estimate the cost associated with the additional scope, and determine the impact on network operation.  Schedule and manage
Pricing/Rate Schedule:

In an effort to maintain satisfactory Help desk and Maintenance levels, this proposal is meant to provide weekly Maintenance and Help Desk support, both onsite and remote for City of Calistoga. It does not include “On-Demand” (T&M) and/or higher tier support that fall outside the managed services scope, nor does it include special projects. The rate schedule is detailed below. Some examples of special projects are:
 New system config and install (PC’s, Servers, network equipment, etc.).  Replacement/upgrades of existing hardware in the event of a failure  New Version upgrades for major applications (RIMS, Financial software, Doc Management apps/software, etc)  Office expansions/relocations
 Infrastructure upgrades – data cabling, fiber optic installs, Internet upgrade(s), VoIP/Telecom upgrades, etc.

Any additional projects or on-site service will be chargeable at the rates described below. For all projects that fall outside the service agreement scope, Marin It will provide a detailed proposal with costs for both goods and services.

No product will be ordered, nor will any (billable) work be performed without approval from a/the designated City of Calistoga representative. This agreement does not include hardware/software replacement or upgrades.

Our charge for MSP and contracted service is detailed in the "Managed Services" section. All rates shown here are for support during normal business hours (Monday through Friday between 8:00 AM and 5:30 PM). Marin IT is proposing (16) hours every week for onsite maintenance and support (1 year, totaling 832 hours). Our standard rate is $145 per hour for this type of service; however Marin IT is extending a discounted municipal government/public safety rate of $135 per hour. Marin IT will bill the standard rate 1/2 hour increments for On-Demand Help Desk services (incidents that fall outside the weekly visits). The rate schedule is as follows:
 Service Desk Tech level 1 or 2 - $145 per hour
 SYS Admin - $155 per hour
 Network/Systems Engineer - $165 per hour
 Tier 3 Network/Systems engineer - $185 per hour
 Project and IT Management - $165 per hour
Rates for overtime, nights, weekends will be billed at 1 ½ times the T&M rate ($145). After hours emergency calls for remote support requires a 2-hour minimum at the OT rate. Onsite Emergency support is needed, there is a $200 mobilization fee and a 2-hour minimum.

On-site Emergency calls for all holidays require a $200 call-out fee, and a 2-hour minimum at 2 times the base T&M rate (currently $145 per hour). Remote support fees for holidays will be billed at 2-hours upfront, then at 30 minutes intervals after the initial two hours with no call-out fee. Unless you are a public safety organization or a hospital, Marin IT does not provide any service on the following days: January 1st, Memorial Day, 4th of July, Thanksgiving Day, and the day after Thanksgiving, Christmas Eve after 12 pm, and Christmas Day.

Clients are billed monthly for all services rendered. Payment is on net-30 terms. If a client has a balance due that is 60 days or Quote #2024-004303 v1 Page: 3 of 10
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older, no service will be performed until the account is made current. Marin IT does not accept credit cards.

Invoicing
Payment shall be made within 30 days of the date of invoice. Invoices will include the date of service and a description of the services rendered. If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 18 percent per year, or the maximum percentage allowed under applicable laws, whichever is less. Buyer shall pay all costs of collection, including without limitation, reasonable attorney fees.

Termination of Agreement
 Term: The length of this agreement is for one year and begins on July 1, 2024.  Discretionary: After the first 9 months of the initial term, either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. Any fee waivers will be payable to Marin IT & will be included in the final bill. All rates for services will become billable at the current project/T&M rates on the date of notification.
 Cause: Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period.
 Effect of Termination: Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other.  Return of Documents: Upon termination, any and all documents or materials provided to Marin IT and any and all of Marin IT documentation and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to the designated City of Calistoga representative as soon as possible, but not later than thirty (30) days after termination.

Contract Renewal
The Term of this contract is for 1 year beginning on July 1, 2024 and ending on June 30, 2025. The City of Calistoga may renew this contract under it's then-existing terms and conditions for one additional year with the understanding that there may be an adjustment in labor rates for cost of living, by providing the Contractor written notice of the renewal decision at least 45 days prior to the expiration of the initial term.

Non-Solicitation
During the term of this agreement, and for a period of one (1) year thereafter, neither party will directly or indirectly solicit away employees or consultants of the other party.

Tim Bush
Director of Accounts
Marin IT
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Managed Services
DESCRIPTION PRICE QTY EXT. PRICE
Onsite IT Service, Support, Maintenance - Billed Monthly  16 hours per week for 1 year @ $135 per hour
 Total of 832 hours annually
Onsite Services performed:
 Help Desk Ticket/end-user break/fix resolution
 Server Maintenance - DNS, DHCP, patching/hot-fixes, verify and test data backup, examine server logs, etc
 End-user device and peripheral maintenance
 Network device maintenance - firmware updates, examine log files, misc adjustments as needed
 MDT & CAD/RMS support (PD)
 Software support/updates
 Device software/firmware updates
 Office 365 management/administration
$9,360.00 12 $112,320.00
Managed Backup
Veeam Backup and Replication Enterprise Edition - 1 license per Virtual Machine - Billed Monthly for 36 months
 3-year term Billed Monthly @ $51.60 per month
 Annual cost $619.20 ($1857.60 for 3 years)
$51.60 12 $619.20
Secure Cloud Backup with Veeam Cloud Connect - 5TB - Billed Monthly - Billed Monthly for 36 months
 3-year term Billed Monthly @ $195.22
 Annual cost $2,342.64 ($7,027.92 for 3 years)
 Local backup retained and sent to cloud account (encrypted) **Estimated savings by switching to new service is roughly $1200 annually, $3600 over three years
$195.22 12 $2,342.64
Subtotal: $115,281.84
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Subscription Services
DESCRIPTION PRICE QTY EXT. PRICE
Automate Proactive Monitoring and Remote Control - Includes AntiVirus/Malware with EDR Billed Monthly  PC and Server
 Includes software - anti-virus/malware with EDR
o EDR - Endpoint Detection and Response
o Real-time continuous monitoring and endpoint data
analytics with advanced reporting and rule-based
automated response to threats
 Up to 80 devices (Servers, PC/MAC) @ $32.50 each per month ($2600.00 monthly)
 Pro-active system monitoring and alerting
 Advanced IT asset inventory reporting and management
 Secure remote control
* - Device count will be adjusted as needed - Client only billed for devices in use
** - License renewal fee of $2500 waived
$2,600.00 12 $31,200.00
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Subscription Services
DESCRIPTION PRICE QTY EXT. PRICE
365 Cloud-to-Cloud Backup - 1 Year Subscription Billed Monthly - Monthly cost per user is $3.25 - 100 users per month is $325 - Annual cost $3,900.00
Automatic data protection for Microsoft 365 Data:
 Exchange online
 Sharepoint
 OneDrive
 Teams
 Backup is encrypted end-to-end, Immutable second copy Also Included
 Multiple Recovery Options
 24x7x365 Provider support
 Unlimited Storage Quota
 In-flight encryption and our standard, built-in security and compliance are included
 No Retention Policy Limitations
**Pricing based on 100 total accounts - will be adjusted as needed + or -
$325.00 12 $3,900.00
Subtotal: $35,100.00
Annual Maintenance Renewals
DESCRIPTION PRICE QTY EXT. PRICE
Annual Hardware Maintenance/Support Renewals
Annual maintenance agreements managed by Marin IT:
 Cisco Smartnet on 2-24 port switches-6/12/24 to 6/11/25-$600.00  Cisco Smartnet on 2-48 port switches-6/28/24 to 6/27/2025- $1586.00
 Cisco Smartnet on 2-48 port switches-6/14/24 to 6/13/25- $1038.00
 Cisco Smartnet on ASA5506-1/22/24 to 1/21/25-$118- already renewed thru 2024
$3,350.00 1 $3,350.00
Subtotal: $3,350.00
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Contingency
DESCRIPTION PRICE QTY EXT. PRICE
Budgetary Contingency
Recommended for unexpected, mission critical hardware, software or labor expenditures that cannot wait until the next budget cycle. Client must approve the expense.
$10,000.00 1 $10,000.00
Subtotal: $10,000.00
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City of Calistoga IT Support FY2024-2025
Prepared by: Prepared for: Quote Information:

Marin IT
Tim Bush
(415) 842-3251
[email protected]
City of Calistoga
1232 Washington Street
Calistoga, CA 94515
Laura Snideman
(707) 942-2803
[email protected]
2024-004303
Version: 1
Delivery Date: 08/26/2024
Expiration Date: 09/27/2024
Quote Summary

DESCRIPTION AMOUNT
Managed Services $115,281.84
Subscription Services $35,100.00
Annual Maintenance Renewals $3,350.00
Contingency $10,000.00
Total: $163,731.84
Prices: Quoted product pricing is valid for thirty (30) days assuming product availability, and does not include applicable taxes and freight.

Buyer agrees to pay reasonable shipping charges and all applicable taxes (excluding income taxes). Services include only those items specified in the quotation. Additional services may be provided at Marin IT’s then standard billing rates.

Payment: Payment shall be made within 30 days of the date of invoice. If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 18 percent per year, or the maximum percentage allowed under applicable laws, whichever is less. Buyer shall pay all costs of collection, including without limitation, reasonable attorney fees.

Warranties: Product warranties, if any, are provided by the manufacturer or publisher of the products. MARIN IT, INC. MAKES NO

WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHATSOEVER. ALL SERVICES AND DELIVERABLES ARE PROVIDED ON AN "AS IS" BASIS.

Limitation of Liability: CUSTOMER AGREES THAT THE LIABILITY OF MARIN IT FOR DIRECT DAMAGES RELATED TO ANY PRODUCT OR

SERVICE ARISING UNDER THESE TERMS AND CONDITIONS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE NET AMOUNT PAID TO MARIN ITBY CUSTOMER FOR THAT PRODUCT OR SERVICE WHICH IS THE SUBJECT OF THE CLAIM.

MARIN ITSHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF MARIN IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY

MAKES ANY REPRESENTATION OR WARRANTY AS TO ANY THIRD PARTY INFORMATION OR PRODUCTS PROVIDED TO EACH OTHER, ALL OF WHICH ARE PROVIDED, SOLD OR LICENSED "AS IS," AND THE PARTIES AGREE TO LOOK SOLELY TO THE WARRANTIES AND REMEDIES, IF ANY, PROVIDED BY THE THIRD PARTY.

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Marin IT City of Calistoga
Signature:

Name: Tim Bush
Title: Director of Accounts
Date: 08/26/2024
Signature:

Name: Laura Snideman
Date:

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AGREEMENT FOR CONSUL TANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this ___11 th day of September , 2023, by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as "CITY") and Marin IT, Inc., a corporation (hereinafter referred to as "CONSULT ANT"). CITY and CONSULT ANT may be referred to individually as "Party" and collectively as the "Parties."

RECITALS
WHEREAS, CITY requires information technology services in connection with CITY operations;
WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULT ANT has agreed to provide CITY with such services on the tenns and conditions set forth herein.

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

ARTICLE l - COPE OF SERV1CES

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

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

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

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

CONSULT ANT agrees that the Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULT ANT is engaged, in the same or similar geographical area in which CONSULT ANT practices its profession and will prepare all work products required by this Agreement in accordance with such standards. CITY and CONSULT ANT agree that CONSULTANT is in responsible charge of the Services and CITY shall have no control over the method or means of performance of the Services. Acceptance by CITY of the Services does not operate as a release of CONS UL TANT from professional responsibility for the Services performed.
- I -
OAK #4890-2776-3737vl (Rev. 9/2021)
Item #6.6.

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

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

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

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

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

ARTICLE 2- COMPENSATION

2.1. Compensation. Compensation for the Services shall be in accordance with Exhibit B, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $198,070 ("Cost Ceiling"). - 2 - OAK #4890-2776-373vl (Rev. 9/2021)
Item #6.6.

2.2. Changes in Compensation. CONSULT ANT shall not undertake any work that will incur costs in excess of the amount set forth in Paragraph 2.1 without prior written amendment to this agreement.

2.3. Invoices. CONSUL TANT shall submit monthly invoices in a form satisfactory to CITY on or before the tenth day of each month for Services provided during the preceding month. CONSULT ANT shall submit time and cost records as necessary to substantiate performance of the Services. CONSULTANT shall provide delineations on invoices for specific types of work completed as outlined in the attached Scope of Work. Within 35 days after receipt of each such invoice, CITY shall verify the accuracy of the invoice, correct the charges where appropriate and as discussed and mutually agreed with CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as verified or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any ofCONSULTANT's work. CITY reserves the right to withhold payment from CONSUL TANT on account of Services not performed satisfactorily, delays in CONSULTANT's performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay perfom1ance of the Services under this Agreement on account of payment disputes with CITY.

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

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

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

ARTICLE 3 - TIME OF PERFORMANCE
Effective Date; Term. This Agreement shall become effective upon execution of the second signature but no sooner than July I, 2023 and shall expire on June 30, 2024 (the "Tenn").

CONSULT ANT agrees to complete all services by June 30, 2024. The CITY, in its sole and absolute discretion, may extend the Term up to an additional twelve months, not to exceed June 30, 2025. During any extended Term, all other terms, conditions and scope of work set forth herein shall remain in full force and effect unless otherwise negotiated and agreed to in writing by both the CITY and CONSULTANT.

3.1. Termination. This Agreement may be terminated at any time by CITY upon written notice to CONSULTANT.
3 .2. Final Payment. CONSULT ANT shall be entitled to compensation for Services perfom1ed up to the time of such termination, it being understood that any payments are full compensation for the Services rendered under this Agreement. - 3 - OAK #4890-2776-373vl (Rev. 9/2021)
Item #6.6.

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

ARTlCLE 4 - DESJG ATED CONTACTS

4.1. CITY Contact. CITY designates Rachel Melick, its Parks and Recreation Director, as its contact who shall be responsible for administering and interpreting the terms and conditions of this Agreement, for matters relating to CONSULT AN T's perfmmance under this Agreement, and for liaison and coordination between CITY and CONSULTANT. In the event CITY wishes to make a change in CITY's representative, CITY will notify CONSULT ANT of the change in writing.

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

ARTICLE 5 - INDEMNIFICATION AND INSURANCE

5.1. Indemnification. CONSULTANT shall, to the fullest extent allowed by law, with respect to claims, liability, loss, damage, costs, or expenses, including reasonable attomey's and expert witness fees, awards, fines, penalties, or judgments, arising out of or relating to the Services (collectively "Claims"), defend, indemnify, and hold ham1less CITY, its Officials, officers, employees and agents (the "CITY Parties"), except to the extent the Claims are attributable to CITY Parties' gross negligence or willful misconduct. CONSULT ANT shall defend the CITY Parties as required by California Civil Code Section 2778, and with counsel reasonably acceptable to those parties.

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

If CONSULT ANT is a "design professional," as defined in California Civil Code Section 2782.S(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSUL TANT' s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSUL TANT shall not exceed CONSUL TANT's proportionate percentage of fault.

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

5.2. Health and Safety. CONSULTANT may perform part of the Services at sites which contain unknown working conditions and contaminated materials. CONSUL TANT shall be solely responsible for the health and safety of CONSULTANT's employees during the performance of the Services.
-4-
OAK #4890-2776-373vl (Rev. 912021)
Item #6.6.

5.3. Insurance. IT Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. IT Consultant shall procure and maintain for the duration of the contract insurance claims arising out of their professional services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.

A. MINIMillvI SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (nonowned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit ofno less than $1,000,000 per accident for bodily injury or disease.

4. Technology Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant's profession, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, infom1ation theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

If Technology Professional Liability policy is written on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. - 5 - OAK #4890-2776-373vl (Rev. 9/2021)
Item #6.6.

3. If coverage is canceled or non-renewed, and not replaced with another claimsmade policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to the Entity for review.

If the Consultant maintains broader coverage and/or higher limits than the minimums shown above for all policies, the Entity requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity.

B. OTHER INSURANCE PROVISIONS

1. Additional Insured
The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the fonn of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms iflater revisions used).

2. Primary Coverage
For any claims related to this contract, the Consultant's insurance coverage shall he primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or selfinsurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.

3. Notice of Cancellation
Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance.

4. Waiver if Subrogation
Consultant hereby grants to Entity a waiver of any right to subrogation which any insurer of said Consultant may acquire against the Entity by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary - 6 - OAK #4890-2776-373vl (Rev. 9/2021)
Item #6.6.

to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer.

5. Self-insured Retentions
Self-insured retentions must be declared to and approved by the Entity. The Entity may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Entity.

6. Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the Entity.

7. Verification of Coverage
Consultant shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

8. Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that Entity is an additional insured on insurance required from subcontractors.

9. Special Risks or Circumstances
Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

ARTICLE 6 - NOTICES
All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile or reputable overnight courier and shall be deemed received upon the earlier of: (]) if personally delivered, the date of delivery to the address of the person to receive such notice; (2) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; (3) if sent by facsimile, with the original sent on the same day by overnight courier, the date on which the facsimile is received, provided it is before 5:00 P.M. Pacific Time; or (4) if sent electronically, the date of - 7 - OAK #4890-2776-373vl (Rev. 9/2021)
Item #6.6.

delivery on the confirmed read receipt. Notice of change of address shall be given by written notice in the manner described in this Article 6. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed to constitute receipt of the notice or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:
lfto CITY: Laura Snideman, City Manager
1232 Washington Street
Calistoga, CA 94515
Email: [email protected] istoga.ca. us
Phone:707-942-2806
Ifto CONSULTANT: Marin IT Inc
ARTICLE 7 - MISCELL EOUS
David Cooper, President
Phone: 415-842-3275
Facsimile: 415-842-3270
Email: [email protected]

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

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

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

CONSULTANT may not employ any CITY official, officer or employee in the performance of the Services, nor may any official, officer or employee of CITY have any financial interest in this Agreement that would violate California Government Code §1090 et seq. CONSULTANT hereby warrants that it is not now, nor has it been in the previous twelve ( 12) months, an employee, agent, appointee, or official of CITY. If CONSULTANT was an employee, agent, appointee, or official of CITY in the previous twelve months, CONSULT ANT warrants that it did not participate in any manner in the forming of this Agreement. CONSULT ANT understands that, if this Agreement is made - 8 - OAK #4890-2776-373vl (Rev 912021)
Item #6.6.

in violation of Government Code § 1090 et seq., the entire Agreement is void and CONSULT ANT will not be entitled to any compensation for CONSULTANT' s performance of the Services, including reimbursement of expenses, and CONSULTANT will be required to reimburse CITY for any sums paid 10 CONSULT ANT under this Agreement. CONSULT ANT understands that, in addition to the foregoing, penalties for violating Government Code § 1090 may include criminal prosecution and disqualification from holding public office in the State of California.

Any violation by CONSULTANT of the requirements of this provision will constitute a material breach of this Agreement, and the CITY reserves all its rights and remedies at law and equity concerning any such violations.
7 .2. Subcontracts. CONSULT ANT may subcontract po1tions of the Services upon the prior written approval of CITY. CONSULTANT will be solely responsible for payment of such subcontract Services. No contractual relationship will exist between any such subcontractors of CONSULTANT and CITY. CONSULTANT's subcontractors agree to be bound to CONSULT ANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under the Agreement. CONSULTANT's subcontractors fmther agree to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, with any subsubcontractor to the extent they apply to the scope of the sub-subcontractor's work. A copy of the CITY indemnity and insurance provisions will be furnished to CONSULTANT's subcontractors upon request.

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

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

7.4, this Agreement is to be binding on the successors and assigns of the parties hereto. 7 .5. Severability. If any part of this Agreement is determined to be unconstitutional, invalid or beyond the authority of either party, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement can be interpreted to give effect to the intentions of the parties.

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

7.7. Choice of Law. This Agreement and all matters relating to it shall be governed by the laws of the State of California without reference to its choice of laws principles and venue shall be in the appropriate court in Napa County, California. - 9 - OAK #4890-2776-373vl (Rev. 9/2021)
Item #6.6.

7.8. Waiver. No failure on the part of either Party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. A waiver by either CITY or CONSULT ANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other further breach.
7 .9. Mediation. In the event the parties are unable to resolve a dispute arising under this Agreement through good faith negotiations, the parties agree to submit the matter to mediation with a mutually agreeable mediator. Prior to the mediation, the parties shall exchange any documents reasonably necessary to resolve the matter to be mediated.

7.10. Interpretation. In the event this Agreement is ever construed in any dispute between the parties, it and each of its provisions shall be construed without regard to the party or parties responsible for its preparation and shall be deemed to have been prepared jointly by the parties. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. 7 .11 . Authority. Each individual executing this Agreement on behalf of one of the parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such party and that this Agreement is binding on such party in accordance with its terms.

7.12. Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or cause of action in favor of, a third party against either the CITY or CONSULT ANT. CONSUL TANT' s Services hereunder are being performed solely for the benefit of CITY. CITY shall be an express third-party beneficiary of all contracts between CONSULT ANT and any subcontractors or subconsultants in connection with any services perfonned in connection with, or in furtherance of, this Agreement. * * *
[Signatures on Next Page]
- 10 - OAK #4890-2776-373v l (Rev. 9/2021)
Item #6.6.

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

CITY OF CALISTOGA
By:. __ ~ """'""------ Date: q • { 1. & ';
Laura Snideman, City Manager
CONrrT;T
By: \:_
Attest
By: e:,. I 1.,- 2 3
Approved As To Form
- 11 - OAK #4890-2776-373vl (Rev. 9/2021)
Item #6.6.

EXHIBIT A

SCOPE OF WORK
SEE COMPLETE SCOPE OF WORK DATED JUNE 19, 2023 FOR CO. 1.PlJTER REPLACEMENT AND IT SERVICES ATTACHED AS EXHIBIT Bl
OAK #4823-2508-6159 v2
Item #6.6.

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

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

2. Subconsu!tant Costs
Subconsultant services shall be billed at cost plus a 10 percent markup only in the event that such costs are approved in writing by the CITY prior to the costs being incurred.

CONSULT ANT shall provide a copy of each subconsultant's invoice for which it seeks payment from CITY with any invoice in which such payment is requested.

3. Subconsultant Costs
Special overnight delivery or messenger services.

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

OAK #4823-2508-6 l 59 v2
Item #6.6.

EXHIBITB-1
Marin IT
Prepared for City of Calistoga
Katie Lichtig
[email protected](707) 942-
2803
f 'N'
i1
~1
-+-~ Kc?-L
Tim Bush [email protected]
(415) 842-3251
Item #6.6.

Thursday, June 08, 2023
City of Calistoga
Katie Lichtig
1232 Washington Street
Calistoga, CA 94515
[email protected]
Dear Katie,
0 ,_.___
Marin IT
Marin rr, Inc. is pleased to provide City of Calistoga with our proposal for Managed IT Support. • IT support Scope of Work - Marin IT, Inc. Responsibilities As part of this agreement it is our understanding that we will be provide the IT support required for City of Calistoga to continue daily operations including, but not limited to, support and maintenance of the following:
• Workstations (Desktops, Laptops, All-in-One, Police MOT's) • Servers & Virtual Machine (VM) Hosts
• Network Equipment (Switches, Firewalls, Routers, Wireless Access Points) • Business Network/Back Office - MS Active Directory, user accounts and access, Office 365 Apps and Email, Adobe, antivirus, etc. • Frontline support and maintenance for Police CAD/RMS
Additionally, Marin IT will provide the following MSP services:
• Business security and continuity - security awareness training, email SPAM & Malware filtering, data backup (including cloud-to-cloud)
• Remote monitoring and management of computers, servers, and tablets/iPad's Marin IT technicians are expected to work with the City of Calistoga in supporting the network. We will provide an online service ticket and tracking system.

In the event that issues arise which are outside of the scope of this proposal Marin IT will discuss any fee impact with the designated City of Calistoga representative before proceeding with the work.

Client Responsibilities:
• All client and server software licenses associated with this agreement will be obtained & managed by the end user • City of Calistoga will be responsible for communicating needs & changes thru the designated representative I channels only.
• Client is responsible for providing reasonable/timely access to all buildings, offices, devices, laptops, smart phones, tablets, etc.

Quote #2023-003458 vl Page: 2 of I l
Item #6.6.

~
Marin IT
Change/ System Upgrade Process:
• Identify and discuss the need for the change with client • Identify the additional tasks, which need to be performed in order to complete the change in scope. • Estimate the cost associated with the additional scope, and determine the impact on network operation. • Schedule and manage
Pricing/Rate Schedule:

In an effort to maintain satisfactory Help desk and Maintenance levels, this proposal is meant to provide weekly Maintenance and Help Desk support, both onsite and remote for City of Calistoga. It does not include "On-Demand" (T&M) and/or higher tier support that fall outside the managed services scope, nor does it Include ,special projects. The rate schedule is detailed below.

Some examples of special projects are:
• New system config and install (PC's, Servers, network equipment, etc.). • Replacement/upgrades of existing hardware in the event of a failure • New Version upgrades for major applications (RIMS, Financial software, Doc Management apps/software, etc) • Office expansions/relocations
• Infrastructure upgrades - data cabling, fiber optic installs, Internet upgrade(s), VoIP/Telecom upgrades, etc.

Any additional projects or on-site service will be chargeable at the rates described below. For all projects that fall outside the service agreement scope, Marin It will provide a detailed proposal with costs for both goods and services. No product will be ordered, nor will any (billable) work be performed without approval from a/the designated City of Calistoga representative. This agreement does not include hardware/software replacement or upgrades.

Our charge for MSP and contracted service is detailed in the "Managed Services" section. All rates shown here are for support during normal business hours (Monday through Friday between 8:00 AM and 5:30 PM). Marin IT is proposing (16) hours every week for onsite maintenance and support (1 year, totaling 832 hours). Our standard rate is $145 per hour for this type of service; however Marin IT is extending a discounted municipal government/public safety rate of $130 per hour. Marin IT will bill the standard rate 1/2 hour increments for On-Demand Help Desk services (incidents that fall outside the weekly visits). The rate schedule is as follows:
• Service Desk Tech level 1 or 2 - $145 per hour
• SYS Admin - $155 per hour
• Network/Systems Engineer - $165 per hour
• Tier 3 Network/Systems engineer - $185 per hour
• Project and IT Management - $165 per hour
Rates for overtime, nights, weekends will be billed at 1 ½ times the T&M rate ($145). After hours emergency calls for remote support requires a 2-hour minimum at the OT rate. Onsite Emergency support is needed, there is a $200 mobilization fee and a 2-hour minimum.

On-site Emergency calls for all holidays require a $200 call-out fee, and a 2-hour minimum at 2 times the base T&M rate (currently $145 per hour). Remote support fees for holidays will be billed at 2-hours upfront, then at 30 minutes intervals after the initial two hours with no call-out fee. Unless you are a public safety organization or a hospital, Marin IT does not provide any service on the following days: January 1st, Memorial Day, 4th of July, Thanksgiving Day, and the day after Thanksgiving, Christmas Eve after 12 pm, and Christmas Day.

Clients are billed monthly for all services rendered. Payment is on net-30 terms. If a client has a balance due that is 60 days or Quote #2023-003458 vl Page: 3 ofll
Item #6.6.

Marin IT
older, no service will be performed until the account is made current. Marin IT does not accept credit cards.

Invoicing
Payment shall be made within 30 days of the date of invoice. Invoices will include the date of service and a description of the services rendered. If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 18 percent per year, or the maximum percentage allowed under applicable laws, whichever is less. Buyer shall pay all costs of collection, including without limitation, reasonable attorney fees.

Termination of Agreement
• Term: The length of this agreement is for one year and begins on July 1, 2023. • Discretionary: After the first 9 months of the initial term, either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. Any fee waivers will be payable to Marin IT & will be included in the final bill. All rates for services will become billable at the current project/T&M rates on the date of notification.
• Cause: Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period.
• Effect of Termination: Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. • Return of Documents: Upon termination, any and all documents or materials provided to Marin IT and any and all of Marin IT documentation and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to the designated City of Calistoga representative as soon as possible, but not later than thirty (30) days after termination.

Contract Renewal
The Term of this contract is for 1 year beginning on July 1, 2023 and ending on June 30, 2024. The City of Calistoga may renewthis contract under it's then-existing terms and conditions for one additional year with the understanding that there may be an adjustment in labor rates for cost of living, by providing the Contractor written notice of the renewal decision at least 45 days prior to the expiration of the initial term.

Non-Solicitation
During the term of this agreement, and for a period of one (1) year thereafter, neither party will directly or indirectly solicit away employees or consultants of the other party.
--+ ,t, 72. ~ f
Tim Bush
Director of Accounts
Marin IT
Quote #2023-003458 v I Page: 4 of 11
Item #6.6.

Marin IT
Managed Services
DESCRIP.JION
Onsite IT Service, Support, Maintenance - Billed Monthly • 16 hours per week for 1 year@ $130 per hour
• Total of 832 hours annually
Onsite Services performed:
• Help Desk Ticket/end-user break/fix resolution
• Server Maintenance - DNS, DHCP, patching/hot-fixes, verify and test data backup, examine server logs, etc
• End-user device and peripheral maintenance
• Network device maintenance - firmware updates, examine log files, misc adjustments as needed
• MDT & CAD/RMS support (PD)
• Software support/updates
• Device software/firmware updates
• Office 365 management/administration
KnowBe4 Onboarding • Account & Campaign Setup - One Time Charge
Project Management for KnowBe4
• Coordinate campaign with CoC management staff
• Build campaign and publish videos, prepare end-user
communications
• Monitor training - begin email campaign
• Monitor and prepare reports as needed
• Present to CoC management and plan post-campaign action items
• Covers 2 campaigns for the year - billed at the start of the campaign
1 Campaign annually is the minimum, however Marin IT recommends running 2 the first year
Quote #2023-003458 vl
$1,000.00
$2,500.00 2 $5,000.00
Subtotal: $114,166.00
Page: S of 11
Item #6.6.

Marin
~ IT
Subscription Services
- - 0
Automate Proactive Monitoring and Remote Control - Includes AntiVlrus/Malware with EDR Billed Monthly • PC and Server
• Includes software - anti-virus/malware with EDR
o EDR - Endpoint Detection and Response
o Real-time continuous monitoring and endpoint data
analytics with advanced reporting and rule-based
automated response to threats
• Up to 80 devices (Servers, PC/MAC)@ $32.50 each per month ($2600.00 monthly)
• Pro-active system monitoring and alerting
• Advanced JT asset inventory reporting and management
• Secure remote control
* -Device count will be adjusted as needed - Client only billed for devices in use
** • License renewal fee of $2500 waived
• Barracuda - lntronis cloud data backup - Billed Monthly @ $325.00 • Daily backup for Servers and computers (physical or VM) • Rapid recovery with physical to virtual recover capability • Object-level restore
Quote #2023-003458 vl
$2,600.00 12 $31,200.00
$325.00 12 $3,900.00
Page: 6 of 11
Item #6.6.

Marin
~ IT
Subscription Services
• KnowBe4 Diamond - Security awareness training and Simulated Phishing platfonn - Covers up to 80 user accounts
Up to 80 recurring subscription seats of KnowBe4 Diamond level cyber security awareness training platform - $27.50 per user, per year, for 80 users-$2,200.00 for twelve (12) months, renewing annually.

KnowBe4 Diamond level includes:
• Training videos to help users identify phishing and ransomware attacks.
• Printed materials reminding users about cyber security and how to identify phishing and ransomware attempts.
• Simulated phishing campaigns to measure cyber security awareness, both prior to initial training and ongoing.
• Phish Alert Button Outlook Plug-in for reporting suspicious email to IT.
• Second Chance - Link Transparency for Outlook. - Second Chance is a pop-up window to show the URL you're about to go to, regardless of how it's displayed in the body of the email. • End User clicker reports for measuring training efficacy. • Remedial Training for "clickers", users who click links in simulated phishing emails following training.
• Reported phishing attack statistics.
• Reports on training attendance per user.
• * Marin IT recommends at least 2 campaigns the first year ** Client only billed for actual licenses required. Total will be adjusted as needed + or -.

Quote #2023-003458 vl
$2,200.00 $2,200.00
Page: 7 of 11
Item #6.6.

Marin IT
Subscription Services
• Know8e4 PhishER -Automatic and Safe Analysis of Reported Phlshlng Attempts
Know8e4 PhishER - Automatic and Safe Analysis of Reported Phishing Attempts - Priced at $10.80 per user, per year for 80 users - $864.00* When users report suspected phishing attempts with the Phish Alert button in Outlook, the message needs to be analyzed to determine if it's a legitimate email (false positive) or a threat. As phishing attempts are getting more sophisticated, this becomes more challenging, and more error prone, for a human.

Phish ER is an Al that scans the suspected phishing attempt and analyzes it against known malicious attempts across the organization. If amessage is found to be malicious, it scans for other instances in the organization. If a message is found to be clean and falsely reported, it is returned to the user. And it does all of this faster than a human ever could, which is important because reaction time is a factor in mitigating cyber security events.

This is not a requirement for cyber security awareness training, but it mitigates the risks of either triggering an event by trying to evaluate it, or falsely reporting (and deleting) an important message.
*Price will be adjusted + or - based on actual usage.

Quote #2023-003458 vl
Subtotal: $38,164.00
Page: 8 ofl 1
Item #6.6.

Marin
~ IT
Annual Maintenance Renewals
Annual Hardware Maintenance/Support Renewals
Annual maintenance agreements managed by Marin IT:
• Cisco Smartnet on 2-24 port switches-6/12/23 to 6/11/24-$600.00 • Cisco Smartnet on 2-48 port switches-6/28/23 to 6/27/2024- $1586.00
• Cisco Smartnet on 2-48 port switches-6/14/23 to 6/13/24- $1038.00
• Cisco Smartnet on ASA5506-1 /22/23 to 1 /21 /24-$118- already renewed thru 2024
• Netmotion VPN -2/25/2023 to 2/24/24-$720- already renewed thru 2024
• VMWare-4/23/23 to 4/22/2024-$1084.98
Contingency
Budgetary Contingency
Recommended for unexpected, mission critical hardware, software or labor expenditures that cannot wait until the next budget cycle. Client must approve the expense.

Quote #2023-003458 vl
$5,402.88 1 $5,402.88
Subtotal: $5,402.88
$10,000.00 $10,000.00
Subtotal: $10,000.00
Page: 9 of 11
Item #6.6.

Marin
~ IT
City of Calistoga IT Support FY2023-2024
Prepared by:

Marin IT
Tim Bush
(415) 842-3251
[email protected]
Quote Summary
Managed Services
Subscription Services
Annual Maintenance Renewals
Contingency
Prepared for:

City of Calistoga
1232 Washington Street
Calistoga, CA 94515
Katie Lichtig
(707) 942-2803
[email protected]
Quote Information:
2023-003458
Version: 1
Delivery Date: 06/08/2023
Expiration Date: 06/l 7 /2023
$114,156.00
$38,164.00
$5,402.88
$10,000.00
Total: $167,722.88
Prices: Quoted product pricing is valid for thirty (30) days assuming product availability, and does not include applicable taxes and freight.Buyer agrees to pay reasonable shipping charges and all applicable taxes (excluding income taxes). Services include only those items specified in the quotation. Additional services may be provided at Marin IT's then standard billing rates.

Payment: Payment shall be made within 30 days of the date of invoice. If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 18 percent per year, or the maximum percentage allowed under applicable laws, whichever is less. Buyer shall pay all costs of collection, including without limitation, reasonable attorney fees.

Warranties: Product warranties, if any, are provided by the manufacturer or publisher of the products. MARIN rr, INC. MAKES NO

WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHATSOEVER. ALL SERVICES AND DELIVERABLES ARE PROVIDED ON AN "AS IS" BASIS.

Limitation of Liability: CUSTOMER AGREES THAT THE LIABILITY OF MARIN IT FOR DIRECT DAMAGES RELATED TO ANY PRODUCT OR

SERVICE ARISING UNDER THESE TERMS AND CONDITIONS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE NET AMOUNT PAID TO MARIN ITBY CUSTOMER FOR THAT PRODUCT OR SERVICE WHICH IS THE:SUBJECT OF THE CLAIM.

MARIN ITSHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF MARIN IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY

MAKES ANY REPRESENTATION OR WARRANTY AS TO ANY THIRD PARTY INFORMATION OR PRODUCTS PROVIDED TO EACH OTHER, ALL OF WHICH ARE PROVIDED, SOLD OR LICENSED "AS IS," AND THE PARTIES AGREE TO LOOK SOLELY TO THE WARRANTIES AND REMEDIES, IF ANY, PROVIDED BY THE THIRD PARTY.

Quote #2023-003458 vl Page: 10 of 11
Item #6.6.

~
Marin IT
Marin IT City of Calistoga
Signature: Signature:

Name: Tim Bush Name: Katie Lichtig
Title: Director of Accounts Date:

Date: 06/08/2023
Quote #2023-003458 vl Page: 11 of 11
Item #6.6.

Marin
~ IT
I -
Cal1stn!!a - PC Refre~h - I:r 202 .,-2-1- ...._ ~ .

Prepared For:

City of Calistoga
Katie Lichtig
1232 Washington Street
Calistoga, CA 94515
Prepared by:

Marin IT
Tim Bush
P: (707) 942-2803 P: (415) 842-3251
E: [email protected] E: [email protected]
Hardware
- -· - .... 15 Desktops and 1 Laptop each with Dual Displays:

Dell OptiPlex Small Fonn Factor
• Processor: 13th Gen Intel® Core™ i5-13500 (6+8
Cores/24MB/20T/2.5GHz to 4.8GHz/65W)
• Operating System : Windows 11 Pro
• Memory : 32 GB, 1 x 32 GB, DDR4
• Hard Drive : 256 GB, M.2 2230, PCle NVMe, SSD, Class 35 • Optical Drive : Bx DVD+/-RW 9.5mm Optical Disk Drive w/ Cyberlink Media Suite Essentials
• Additional Video Ports : Optional VGA Port
• Keyboard : Dell Pro Wireless Keyboard and Mouse
• Service: Basic Onsite Service, 36 Month(s)
Latitude 554015.6 Inch Laptop
• Processor 13th Generation Intel® Core™ i5-1345U vPro (12 MB cache, 10 cores, up to 4.7 GHz)
• Operating System Windows 11 Pro
• Memory 32 GB, 2 x 16 GB, DDR4, 3200 MT/s, dual-channel • Storage M.2 2230 PCle NVMe Gen4x4 256GB SSD Class 35
• Display 15.6" FHD (1920x1080) Non-Touch, AG, IPS, 250 nits, FHD Cam, WLAN
• Camera FHD RGB Camera w/ Mic
• Wireless Driver Intel® AX211, 2x2, 802.11 ax, MU-MIMO Driver, Bluetooth • Wireless Intel® Wi-Fi 6E Ax.211, 2x2, 802.11 ax, Bluetooth® wireless card • Extended Service Basic Onsite Service, 36 Month(s)
Dell Pro Wireless Keyboard and Mouse
Dell Thunderbolt Dock
• 3 Years Advanced Exchange Service
Viewsonic 27" 1080p IPS Monitor with Adaptive Sync
• HDMI, DisplayPort, and VGA- 27" Monitor - IPS Technology • Full HD 1920 x 1080p -16.7 Million Colors
• HDMI - VGA - DisplayPort - Speaker
Dm~ IssuOO
~6.19.2023
&:,,:p1r~s

07.07.2023
J~. DJ
$1 ,001 .32 15
$1,330.78 1
$44.68 1
$235.52 1
$147.53 32
l;il'jJamm
$15,019.80
$1,330.78
$44.68
$235.52
$4,720.96
Item #6.6.

Marin
~ IT
Hardware
l> · ,111. 111
. '.: ~- ;f;m~
Tripp Lit& Display Port Cable with Latching Connectors 6 ft. I $11 .18 32 $357.76 SUbtotal: $21,709.50
Services (Labor)
. .~ m @Ilk D. en1t,1 ..
.. µtbor - PC Setup - PER Machine $130.00 16 $2,080.00
• Run Machine thru initial setup process
• Install/Run updates to OS, firmware, drivers
• Prep machine for delivery/install
rrechnlcal Services - Onslte Install for PC's - PER MACHINE Pricing ~25.00 15 $4,875.00 • Deliver machines and install at designated location
• Add to domain, install 365
• Migrate and/or build new user profiles, add printers, Office, etc • Move/Migrate required software/applications, etc.
• Login as user user and verify connectivity to 365, network resources, test printing, etc.
• Remove old Machine from Automate
• Stage surplus/e-waste for removal
' Subtotal: $6,955.00
- -- "J - . l!ii!!lmtl .... Hardware $21,709.50
Services (Labor) $6,955.00
Subtotal: $28,664.50
Estimated Tax: $1,682A8
Total: $30,346.98
Prices: Quoted product pricing Is valid for thirty (30) days assuming product availability, and does not include applicable taJCes and freight. Buyer agrees to pay reasonable shipping charges and all applicable laJCes (excluding income taxes). Services include only those Items specified in the quotation. Additional services may be provided at Marin 1r s then standard billing rates.

It is understood and agreed that end customer will accept and pay invoice of any product once it has been received at the Marin IT warehouse regardless of if it has been delivered to the final installation location or if it is being held at the Marin IT facility and that title to the Products will transfer to client upon invoicing.

While taking title to these products includes assuming the risk of loss, Marin IT insures equipment stored in its facility. Title having transferred to client, it is understood that there is risk of obsolescence and that the Products are not covered by price protection.

We agree to make payrrient on all invoices delivered to us by Marin IT with respect to the Products strictly in accordance with. the terms thereof without defense, offset, deducllon, recoupment or counterclaim of any kind arising from the fact that the Products were not delivered to us at the time the invoice was delivered and were stored by Marin IT.

Payment: Payment shall be made within 30 days of the date of invoice. If any invoice is not paid when due, Interest will be added to and payable on all overdue amounts at 18 percent per year, or the maximum percentage allowed under applicable laws, whichever is less. Buyer shall pay all costs of collection, including without limitation, reasonable attorney fees.

Warranties: Product warranties, if any, are provided by the manufacturer or publisher of the producls. MARIN IT, INC. MAKES NO WARRANTIES, EITHER Item #6.6.

EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARANTY OF FITNESS FORA PARTICULAR PURPOSE,WHATSOEVER. ALL SERVICES AND DELIVERABLES ARE PROVIDED ONAN "AS IS" BASIS.

Limitation of Liability: CUSTOMER AGREES THAT THE LIABILITY OF MARIN IT FOR DIRECT DAMAGES RELATED TO ANY

PRODUCT OR SERVICE ARISING UNDER THESE TERMS AND CONDITIONS, WHETHER IN CONTRACT, TORT, OR

OTHERWISE, WILL NOT EXCEED THE NET AMOUNT PAID TOMARIN IT BY CUSTOMER FOR THAT PRODUCT OR SERVICE WHICH IS THE SUBJECT OF THE CLAIM. MARIN ITSHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL,

SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF MARIN IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY

MAKES ANY REPRESENTATION OR WARRANTY AS TO ANY THIRD-PARTY INFORMATION OR PRODUCTS PROVIDED TO EACH OTHER, ALL OF WHICHARE PROVIDED, SOLD OR LICENSED "AS IS." AND THE PARTIES AGREE TO LOOK SOLELY TO THE WARRANTIES AND REMEDIES, IF ANY, PROVIDEDBY THE THIRD PARTY.

Marin IT
Tim Bush
Signature I Name
06/19/2023
Date
OAK 114823-2508-6159 v2
City <?f Calistoga
Signature/ Name Initials
Date
Email Address
IP Address
PO Number
Item #6.6.

Item #6.6

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Lauren Clark, Associate Planner
Meeting: City Council - Sep 10 2024
Subject: Green Committee - Anti-Idling Flyer
DESCRIPTION:

Consideration of Adding Anti-Idling Flyer with City Logo to Green Committee Workplan for Fiscal Year 2024-2025
RECOMMENDATION:

Approve addition of an anti-idling educational flyer to Green Committee workplan for Fiscal year 2024-2025
BACKGROUND/SUMMARY:

The Green Committee is requesting approval to distribute an informational flyer containing both the City and Green Committee logo throughout the community. The flyer, which outlines the impacts of vehicle idling, was developed using a template from the Environmental Protection Agency’s website.

An application for the use of the City logo was submitted to the City Manager for approval.

ANALYSIS:

The Green Committee was initiated in 2011 via resolution 2011-092. At this time, the committee's roles, duties and responsibilities were focused on the support of the City Council's Climate Emergency Declaration.

In 2022 the City Council via resolution 2022-054 updated the duties and responsibilities of the Green Committee to be as follows:

The Committee shall advise the City Council on matters relating to policies and programs which will serve to help create and implement the Calistoga Climate Action Plan and any future Napa County Regional Climate Action Plan, and other sustainable programs identified by the City Council from time to time. For FY22/23 Green Initiatives will be: Climate Action Committee Membership; GHG Inventory; Leaf-blower rebates; Food Ware Ordinance, Administrative (City staff, printing, mailing, etc.) and other initiatives upon advisement to, and direction by, City Council.

On July 30, 2024 the City Council added review of the draft Regional Climate Action and Adaptation Plan (RCAAP) by the Committee and asked that the Committee make recommendations to the City Council to be considered in forming the City's position related to the draft plan.

Item #6.7.

The City Council further requested that the Committee return to the City Council with a prioritization of their other ideas as presented that evening and include the amount of funding and/or staff time necessary for additional programs.

The Green Committee is requesting approval of an anti-idling flyer including sanctioning the use of the City's logo on a flyer (see attached) that will allow distribution through the school district. The distribution of the anti-idling flyer is an implementation of action CE-1 B of Calistoga’s Climate Action Plan which states, “Disseminate City website postings, correspondence, reports, news releases, brochures, fact sheets, opinion pieces, advertising, etc., to aid in the implementation of GHG reduction measures.”
FINANCIAL IMPACT:

Committee members will work on flyer distribution at no cost to the city.

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.

ATTACHMENT(S):

Calistoga Anti-Idling Flyer
APPROVAL(S):

Greg Desmond, Planning and Building Director Approved - Aug 26 2024 Connie Cardenas, Admin. Services Director Approved - Aug 27 2024 Laura Snideman, City Manager Approved - Sep 04 2024
Yudiana Galvan, City Clerk Approved - Sep 04 2024
Item #6.7.

Why Not Idle?
Car exhaust contains air
toxics, which are known to
cause cancer, respiratory
effects, reproductive
effects, birth defects or
other serious health effects.

Because of their developing
lungs and higher breathing
rates, children are more
susceptible to air pollution.

If many vehicles are idling
at once, for example in
school pick up/drop off
areas, a “hot spot” of
exhaust pollution can be
created.

Monitoring at schools has
shown elevated levels of
air toxics during the
afternoon hour coinciding
with parents picking up
their children.

The chemicals from exhaust
are harmful and can make
asthma worse.

Most people waste 1-2
entire tankfuls of gas every
year by idling.

Ford Motor Company says:
“Avoid idling more than 30
seconds because excessive
idling can actually damage
your engine.”
Idling more than 10
seconds uses more fuel
than restarting the engine.

Manufacturers assure that
frequent restarting won’t
harm an engine.

What can you do?
If you are going to wait
more than 10 seconds,
turn your vehicle off.

It’s as simple as that.

Pledge to not idle
unnecessarily
anyplace, anytime.

Reducing idling can reduce
children’s exposure to
toxic vehicle exhaust.

For more information:
visit www.epa.gov
Turn the Key,
Be Idle Free!!
Idling Facts

IDLE FREE CALISTOGA
Item #6.7.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Lauren Clark, Associate Planner
Meeting: City Council - Sep 10 2024
Subject: Green Committee - Anti-Idling Flyer
DESCRIPTION:

Consideration of Adding Anti-Idling Flyer with City Logo to Green Committee Workplan for Fiscal Year 2024-2025
RECOMMENDATION:

Approve addition of an anti-idling educational flyer to Green Committee workplan for Fiscal year 2024-2025
BACKGROUND/SUMMARY:

The Green Committee is requesting approval to distribute an informational flyer containing both the City and Green Committee logo throughout the community. The flyer, which outlines the impacts of vehicle idling, was developed using a template from the Environmental Protection Agency’s website.

An application for the use of the City logo was submitted to the City Manager for approval.

ANALYSIS:

The Green Committee was initiated in 2011 via resolution 2011-092. At this time, the committee's roles, duties and responsibilities were focused on the support of the City Council's Climate Emergency Declaration.

In 2022 the City Council via resolution 2022-054 updated the duties and responsibilities of the Green Committee to be as follows:

The Committee shall advise the City Council on matters relating to policies and programs which will serve to help create and implement the Calistoga Climate Action Plan and any future Napa County Regional Climate Action Plan, and other sustainable programs identified by the City Council from time to time. For FY22/23 Green Initiatives will be: Climate Action Committee Membership; GHG Inventory; Leaf-blower rebates; Food Ware Ordinance, Administrative (City staff, printing, mailing, etc.) and other initiatives upon advisement to, and direction by, City Council.

On July 30, 2024 the City Council added review of the draft Regional Climate Action and Adaptation Plan (RCAAP) by the Committee and asked that the Committee make recommendations to the City Council to be considered in forming the City's position related to the draft plan.

Item #6.7.

The City Council further requested that the Committee return to the City Council with a prioritization of their other ideas as presented that evening and include the amount of funding and/or staff time necessary for additional programs.

The Green Committee is requesting approval of an anti-idling flyer including sanctioning the use of the City's logo on a flyer (see attached) that will allow distribution through the school district. The distribution of the anti-idling flyer is an implementation of action CE-1 B of Calistoga’s Climate Action Plan which states, “Disseminate City website postings, correspondence, reports, news releases, brochures, fact sheets, opinion pieces, advertising, etc., to aid in the implementation of GHG reduction measures.”
FINANCIAL IMPACT:

Committee members will work on flyer distribution at no cost to the city.

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.

ATTACHMENT(S):

Calistoga Anti-Idling Flyer
APPROVAL(S):

Greg Desmond, Planning and Building Director Approved - Aug 26 2024 Connie Cardenas, Admin. Services Director Approved - Aug 27 2024 Laura Snideman, City Manager Approved - Sep 04 2024
Yudiana Galvan, City Clerk Approved - Sep 04 2024
Item #6.7.

Why Not Idle?
Car exhaust contains air
toxics, which are known to
cause cancer, respiratory
effects, reproductive
effects, birth defects or
other serious health effects.

Because of their developing
lungs and higher breathing
rates, children are more
susceptible to air pollution.

If many vehicles are idling
at once, for example in
school pick up/drop off
areas, a “hot spot” of
exhaust pollution can be
created.

Monitoring at schools has
shown elevated levels of
air toxics during the
afternoon hour coinciding
with parents picking up
their children.

The chemicals from exhaust
are harmful and can make
asthma worse.

Most people waste 1-2
entire tankfuls of gas every
year by idling.

Ford Motor Company says:
“Avoid idling more than 30
seconds because excessive
idling can actually damage
your engine.”
Idling more than 10
seconds uses more fuel
than restarting the engine.

Manufacturers assure that
frequent restarting won’t
harm an engine.

What can you do?
If you are going to wait
more than 10 seconds,
turn your vehicle off.

It’s as simple as that.

Pledge to not idle
unnecessarily
anyplace, anytime.

Reducing idling can reduce
children’s exposure to
toxic vehicle exhaust.

For more information:
visit www.epa.gov
Turn the Key,
Be Idle Free!!
Idling Facts

IDLE FREE CALISTOGA
Item #6.7.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council - Sep 10 2024
Subject: Silverado Terrace Final Map and Agreements
DESCRIPTION:

Consider adopting a Resolution Consideration of a resolution approving the Final Map and authorizing Affordable Housing Agreement and Fee Credit and Reimbursement Agreement for Silverado Terrace located at 1408, 1412 and 1506 Grant Street.

RECOMMENDATION:

Consider Adopting the Resolution
Consider Adopting the Resolution
BACKGROUND/SUMMARY:

The project proposes 50 residential condominiums within 6 lots and 5 common areas. The Planning Commission approved use permit, design review, tentative map, and density bonus concessions for the property by Resolution No. 2021-4 with conditions of approval.

The conditions of approval require the developer to upsize the existing sewer main on Stevenson Street and portion of Grant Street to mitigate the project’s impact, repair existing sidewalk along Stevenson Street and install new sidewalk outside of the project’s frontage to Wappo Avenue. The cost to complete the above improvements are reimbursable against the project’s water, sewer and transportation impact fees respectively.

The total water and sewer impact fees for the project are estimated at $1,435,831 and the transportation impact fee is estimated at $387,080. The estimated total cost of sewer and sidewalk improvements are $1,175,282 and $403,753.37 respectively.

Pursuant to Section 3.28.060 of the Calistoga Municipal Code, Developer may receive and the City may grant credit for construction of eligible public improvements or facilities in accordance with the Nexus Reports or special studies; provided, however, the amount of the fee credit or reimbursement shall not exceed the amount of the impact fees assessed for which the fee credit or reimbursement is granted, unless the City Council also approves a reimbursement agreement.

The city has prepared a Fee Credit and Reimbursement Agreement to provide for the timely construction and completion of the Public Improvements, to ensure that construction of the Public Improvements is undertaken in accordance with the Plans and Specifications, to provide a means by which the Developer’s costs for construction of the Public Improvements is offset against Developer’s obligation to pay the applicable impact fees for the project, and to provide for reimbursement of costs in excess of the credit granted for eligible improvements, if any.

Item #6.8.

The Building Official has confirmed that on-site infrastructures are substantially completed.

The Project includes the development of eight (8) residential units that will be sold to Eligible Households at an Affordable Sales Price in accordance with the state density bonus provisions in Government Code sections 65915 to 65918 and the City’s Affordable Housing Ordinance. The city has prepared an Affordable Housing Agreement at the expense of the developer (see Attachment 3). This Agreement is intended to satisfy the requirements of Density Bonus Law and the Affordable Housing Ordinance, and to regulate and restrict the Project’s Restricted Units for sale to Eligible Purchasers at Affordable Sales Prices. The Affordable Housing Agreement will be recorded along with the Final Map.

FINANCIAL IMPACT:

The maximum credit awarded to the developer for the off-site improvement is the total project’s water, sewer and transportation impact fees.

If the total cost of completing off-site improvements exceeds available project’s impact fees and there are insufficient funds in the City’s account for the relevant Impact or Connection Fees, then the City may elect to defer the payment of the remaining amounts until the time the funds become available in the City’s account for the relevant Impact/Connection Fees. City Council may appropriate the funds by resolution, provided, however, the City is under no obligation to reimburse Developer from any source of revenue other than Impact or Connection Fees.

CEQA STATUS:

The subdivision has been reviewed in compliance with the California Environmental Quality Act (CEQA) and it has been determined that the project will not result in detrimental or adverse impacts upon the public resources, wildlife or public health, safety and welfare.

ATTACHMENT(S):

Silverado Terrace Final Map - Reso Attach 1
Silverado Terrace Final Map - Attach 2
Silverado Terrace Affordable Housing Agr - Attach 3
Silverado Terrace Fee Credit-Reimbursement Agr - Attach 4 APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Aug 30 2024 Laura Snideman, City Manager Approved - Sep 04 2024
Yudiana Galvan, City Clerk Approved - Sep 04 2024
Item #6.8.

RESOLUTION NO. 2024-XXX

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

NAPA, STATE OF CALIFORNIA, APPROVING THE FINAL MAP AND AUTHORIZING

AFFORDABLE HOUSING AGREEMENT AND FEE CREDIT AND REIMBURSEMENT AGREEMENT FOR SILVERADO TERRACE LOCATED AT 1408, 1412 AND 1506

GRANT STREET
WHEREAS, the Final Map for the division of the lands of Calistoga Grant Development, LLC, has been presented to the City of Calistoga for approval; and WHEREAS, said Final Map subdivides two parcels with total area of 1.95 acre into 6 lots and 5 common parcels located on 1408, 1412 and 1506 Grant Street; and WHEREAS, the Planning Commission adopted Planning Commission Resolution 2021-04 recommending approval of the Tentative Map and conditions of approval for this subdivision; and
WHEREAS, said Final Map is substantially the same as the approved Tentative Map and is in substantial conformance with said Tentative Map and conditions of approval; and
WHEREAS, said Final Map conforms to the requirements of the State Subdivision Map Act and the Calistoga Municipal Code; and WHEREAS, on-site improvements in common parcels are found to be substantially completed; and
WHEREAS, Item 15 of the Conditions of Approval require that the subdivision install certain public sewer improvements along Arch Way, Grant Street and Stevenson Street and receive reimbursement for such improvements; and WHEREAS, Item 30 of the Conditions of Approval require that the subdivision extend the frontage sidewalk eastward to connect to existing sidewalk at Wappo Avenue and receive reimbursement for such improvements; and WHEREAS, The city has prepared a Fee Credit and Reimbursement Agreement to provide means to ensure completion of the offsite improvements and subsequent reimbursement; and
WHEREAS, The Project includes the development of eight (8) residential units that will be sold to Eligible Households at an Affordable Sales Price in accordance with the state density bonus provisions in Government Code sections 65915 to 65918 and the City’s Affordable Housing Ordinance; and
ATTACHMENT 1
Item #6.8.

Resolution No. 2024-XXX

WHEREAS, The city has prepared an Affordable Housing Agreement at the expense of the developer to satisfy the requirements of Density Bonus Law and the Affordable Housing Ordinance, and to regulate and restrict the project’s Restricted Units for sale to eligible purchasers at affordable sales prices.

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

1. The attached Final Map is approved.

2. The City Clerk is directed to certify the Council’s action on the Final Map.

3. The Public Works Department is authorized to have the Final Map recorded with the Napa County Recorder’s Office.

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

1. The attached Fee Credit and Reimbursement Agreement is approved.

2. The attached Affordable Housing Agreement is approved.

PASSED, APPROVED AND ADOPTED this 10th day of September, 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 #6.8.

Resolution No. 2024-XXX

Item #6.8.

OWNER'S STATEMENT

OWNER'S ACKNOWLEDGMENT
1 FINAL MAP OF

SILVERADO TERRACE
CONSISTING OF 6 SHEETS
6 LOTS & 5 COMMON AREAS, FOR CONDOMINIUM PURPOSES

BEING A SUBDIVISION OF THE LANDS OF CALISTOGA GRANT

DEVELOPMENT, LLC, AS DESCRIBED IN THE GRANT DEEDS
DN 2009-0019593 AND DN 2011-0007046, NAPA COUNTY RECORDS

CITY OF CALISTOGA, NAPA COUNTY, STATE OF CALIFORNIA
AUGUST 2024

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456

VICINITY MAP
SITE
JOB NO. 3254-000 ASSESSOR PARCEL NO. 011-101-001 & 011-101-009 SHEET OF 6

RECORDER'S STATEMENT

TRUSTEE'S ACKNOWLEDGMENT

TRUSTEE'S STATEMENT
Item #6.8.

2 SOILS REPORT

FINAL MAP OF

SILVERADO TERRACE
CONSISTING OF 6 SHEETS
6 LOTS & 5 COMMON AREAS, FOR CONDOMINIUM PURPOSES

BEING A SUBDIVISION OF THE LANDS OF CALISTOGA GRANT

DEVELOPMENT, LLC, AS DESCRIBED IN THE GRANT DEEDS
DN 2009-0019593 AND DN 2011-0007046, NAPA COUNTY RECORDS

CITY OF CALISTOGA, NAPA COUNTY, STATE OF CALIFORNIA
AUGUST 2024

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
JOB NO. 3254-000 ASSESSOR PARCEL NO. 011-101-001 & 011-101-009 SHEET OF 6

CITY ENGINEER'S STATEMENT

COUNTY TAX COLLECTOR AND

CITY CLERK'S STATEMENT REDEMPTION OFFICERS' STATEMENT

SURVEYOR'S STATEMENT

SIGNATURE OMISSIONS
Item #6.8.

GRANT STREET

WAPPO AVENUE

STEVENSON STREET

DETAIL A
3 40'

GRAPHIC SCALE
40' 0' 20' 40' 80' 160'
BASIS OF BEARINGS:

LEGEND
REFERENCES:

FINAL MAP OF

SILVERADO TERRACE
SCALE: 1" =
CONSISTING OF 6 SHEETS
6 LOTS & 5 COMMON AREAS, FOR CONDOMINIUM PURPOSES

BEING A SUBDIVISION OF THE LANDS OF CALISTOGA GRANT

DEVELOPMENT, LLC, AS DESCRIBED IN THE GRANT DEEDS
DN 2009-0019593 AND DN 2011-0007046, NAPA COUNTY RECORDS

CITY OF CALISTOGA, NAPA COUNTY, STATE OF CALIFORNIA
AUGUST 2024

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
JOB NO. 3254-000 ASSESSOR PARCEL NO. 011-101-001 & 011-101-009 SHEET OF 6 NOTES:

Item #6.8.

6 PARCEL D 4 5 3 PARCEL C PARCEL E
PARCEL A 1 2

PARCEL B

GRANT STREET

STEVENSON STREET
SHEET 5
SHEET 6

SILVERADO TERRACE LOOP SILVERADO TERRACE LOOP
SILVERADO TERRACE LOOP SILVERADO TERRACE LOOP 4
30'

GRAPHIC SCALE
30' 0' 15' 30' 60' 120'
BASIS OF BEARINGS:

LEGEND
REFERENCES:

FINAL MAP OF

SILVERADO TERRACE
SCALE: 1" =
CONSISTING OF 6 SHEETS
6 LOTS & 5 COMMON AREAS, FOR CONDOMINIUM PURPOSES

BEING A SUBDIVISION OF THE LANDS OF CALISTOGA GRANT

DEVELOPMENT, LLC, AS DESCRIBED IN THE GRANT DEEDS
DN 2009-0019593 AND DN 2011-0007046, NAPA COUNTY RECORDS

CITY OF CALISTOGA, NAPA COUNTY, STATE OF CALIFORNIA
AUGUST 2024

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
JOB NO. 3254-000 ASSESSOR PARCEL NO. 011-101-001 & 011-101-009 SHEET OF 6 Item #6.8.

6 PARCEL D 4 5 3 PARCEL C

PARCEL E
SEE SHEET 6

SILVERADO TERRACE LOOP
SILVERADO TERRACE LOOP SILVERADO TERRACE LOOP 5
20'

GRAPHIC SCALE
20' 0' 10' 20' 40' 80'
BASIS OF BEARINGS:

LEGEND
REFERENCES:

FINAL MAP OF

SILVERADO TERRACE
SCALE: 1" =
CONSISTING OF 6 SHEETS
6 LOTS & 5 COMMON AREAS, FOR CONDOMINIUM PURPOSES

BEING A SUBDIVISION OF THE LANDS OF CALISTOGA GRANT

DEVELOPMENT, LLC, AS DESCRIBED IN THE GRANT DEEDS
DN 2009-0019593 AND DN 2011-0007046, NAPA COUNTY RECORDS

CITY OF CALISTOGA, NAPA COUNTY, STATE OF CALIFORNIA
AUGUST 2024

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
JOB NO. 3254-000 ASSESSOR PARCEL NO. 011-101-001 & 011-101-009 SHEET OF 6 Item #6.8.

PARCEL A
1 2

PARCEL B

GRANT STREET
SEE SHEET 5

STEVENSON STREET

SILVERADO TERRACE LOOP
LOT 5

PARCEL E

PARCEL A
6 20'

GRAPHIC SCALE
20' 0' 10' 20' 40' 80'
BASIS OF BEARINGS:

LEGEND
REFERENCES:

FINAL MAP OF

SILVERADO TERRACE
SCALE: 1" =
CONSISTING OF 6 SHEETS
6 LOTS & 5 COMMON AREAS, FOR CONDOMINIUM PURPOSES

BEING A SUBDIVISION OF THE LANDS OF CALISTOGA GRANT

DEVELOPMENT, LLC, AS DESCRIBED IN THE GRANT DEEDS
DN 2009-0019593 AND DN 2011-0007046, NAPA COUNTY RECORDS

CITY OF CALISTOGA, NAPA COUNTY, STATE OF CALIFORNIA
AUGUST 2024

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
JOB NO. 3254-000 ASSESSOR PARCEL NO. 011-101-001 & 011-101-009 SHEET OF 6

DETAIL A
Item #6.8.

1 RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Calistoga
1232 Washington Street
Calistoga, CA 94515
Attention: City Clerk

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

APN: 011-101-001 and 011-101-009

AFFORDABLE HOUSING AGREEMENT
(Silverado Terrace)
This Affordable Housing Agreement (this “Agreement”) is entered into effective as of ________________, 2024 (the “Effective Date”) by and among the City of Calistoga, a California municipal corporation (“City”) and Civic Park Silverado, LLC, a California limited liability company (“Developer”). City and Developer are referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS
The following recitals are an integral part of this Agreement and are binding on the Parties. Capitalized terms used in these Recitals and elsewhere in this Agreement shall have the meanings ascribed to such terms as set forth in Section 2 below.

A. Developer is the owner of the real property located in the City of Calistoga, California located at 1408, 1412 and 1506 Grant Street, known as Napa County Assessor’s Parcel Nos. 011-101-001 and 011-101-009, and more particularly described in Exhibit A attached hereto (the “Property”).

B. Developer intends to construct a 50-unit residential development (the “Project”) on the Property in accordance with City of Calistoga Planning Commission Resolution No. 2021-4 and all conditions of approval issued by City related to development of the Property and the Project (“Conditions of Approval”).

C. The Project includes the development of eight (8) residential units that will be sold to Eligible Households at an Affordable Sales Price in accordance with the state density bonus provisions in Government Code sections 65915 to 65918 (“Density Bonus Law”) and the City’s Affordable Housing Ordinance.

D. This Agreement is intended to satisfy the requirements of Density Bonus Law and the Affordable Housing Ordinance, and to regulate and restrict the Project’s Restricted Units for sale to Eligible Purchasers at Affordable Sales Prices. The Parties intend the covenants set forth in this Agreement to run with the land and to be binding upon Developer and Developer’s successors and assigns.

ATTACHMENT 3
Item #6.8.

2 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Recitals Incorporated. The Recitals set forth above are hereby incorporated into this Agreement.

2. Definitions. The following terms shall have the meanings set forth below whenever used in this Agreement or the Exhibits hereto, unless the context clearly indicates otherwise. “Actual Household Size" means the actual number of persons in the applicable household.
“Affordable Housing Cost” means a monthly obligation to pay mortgage payments (principal and interest), property taxes, property insurance, mortgage insurance, utilities, and homeowners’ association dues (if applicable) in an aggregate amount not greater than one-twelfth of thirty percent (30%) of eighty percent (80%) of Area Median Income, adjusted for Household Size Appropriate for the Unit.
“Affordable Housing Ordinance” means City of Calistoga Municipal Code Chapter

17.08, as may be amended from time to time.
“Affordable Sales Price” means the maximum sales price for a Restricted Unit as determined by the City pursuant to Section 10.F, below and Exhibit C that will result in an Affordable Housing Cost for the homebuyer.
"Area Median Income" or "AMI" means the median annual income for Napa County, California, adjusted for Actual Household Size, as determined by the U.S. Department of Housing and Urban Development pursuant to Section 8 of the United States Housing Act of 1937 and as published from time to time by the State of California Department of Housing and Community Development in Section 6932 of Title 25 of the California Code of Regulations or successor provision published pursuant to California Health and Safety Code Section 50093(c). “City” means the City of Calistoga, California
“City’s Authorized Representative” means the City Manager of the City of Calistoga. “City Council” means the City Council of the City of Calistoga. “Claims” is defined in Section 12.
“Conditions of Approval” is defined in Recital B.
“Density Bonus Law” is defined in Recital C.
“Developer” is defined in the preamble to this Agreement. Each reference herein to the “Developer” shall mean the Developer and the Developer’s successors and assigns.

Item #6.8.

3 “Eligible Purchaser” means a person whose annual household Gross Income does not exceed the qualifying limit for Low-Income Households and who demonstrates to the reasonable satisfaction of the City that he or she:
(i) Will provide personal funds (cannot be financed) in the amount of at least three percent (3%) of the purchase price of the Restricted Unit; (ii) Will qualify for and obtain a mortgage loan to finance acquisition of the Restricted Unit in a maximum amount equal to ninety-seven percent (97%) of the sales price plus closing costs; and
(iii) Will, after purchase of a Restricted Unit, have a monthly housing cost (principal, interest, taxes, insurance and homeowner association fees) that does not exceed Affordable Housing Cost.
“Excess Proceeds Note” means the Secured Promissory Note that each purchaser of a Restricted Unit will be required to execute for the benefit of City at the closing for the purchase of the Restricted Unit. The Excess Proceeds Note shall be in a form provided by City. “Gross Income” shall have the meaning set forth in Section 6914 of Title 25 of the California Code of Regulations as such Section may be revised from time to time, and shall mean the combined Gross Income of all adult persons in the applicable household. “Household Size Appropriate for the Unit” means the number of bedrooms in a dwelling unit plus one, consistent with Section 50052.5(h) of the California Health and Safety Code, subject to the application of federal rules and regulations applicable to Project financing sources (if any).
“Indemnitees” is defined in Section 11.
“Low-Income Household” means a household whose annual household Gross Income does not exceed eighty percent (80%) of AMI, adjusted for Actual Household Size. “Map” means the final Subdivision Map for the Property that will be recorded in the Official Records.
“Official Records” means the Official Records of the Napa County Recorder. “Performance Deed of Trust” means the Performance Deed of Trust and Assignment of Rents, that each purchaser of a Restricted Unit will be required to execute for the benefit of City to secure the homebuyer obligations under the Resale Restriction Agreement and the Excess Proceeds Note. The Performance Deed of Trust will be in a form provided by City, and will be recorded in the Official Records at the closing for the sale of each Restricted Unit. “Project” is defined in Recital B.
“Property” is defined in Recital A.

Item #6.8.

4 “Resale Restriction Agreement” means the Affordable Housing Resale Restriction Agreement and Option to Purchase that each purchaser of a Restricted Unit will be required to execute at the closing for the purchase of the Restricted Unit. The Resale Restriction Agreement shall be in a form provided by the City, and will be recorded in the Official Records against the Restricted Unit at the closing for the sale of the Restricted Unit. “Restricted Units” means the eight (8) residential units to be constructed within the Project that are required to be sold at Affordable Sales Price to Eligible Purchasers pursuant to this Agreement.
“Site Plan” means the site plan for the Project attached hereto as Exhibit B or such amended site plan in substantial conformance therewith as approved by the Planning Commission in conjunction with its approval of the Project. The Site Plan depicts the location of the Restricted Units.

3. Compliance with Affordable Housing Ordinance; Conditions of Approval. Developer shall construct the Project in accordance with plans approved by City, and shall satisfy all Conditions of Approval, including without limitation, all contingencies regarding the issuance of permits, entitlements, and certificates of occupancy for the Project, which shall remain in full force and effect and unmodified by this Agreement. Developer shall comply with the Affordable Housing Ordinance by selling eight (8) residential units developed within the Project to Eligible Households at Affordable Sales Prices in accordance with the terms of this Agreement.

4. Restricted Units, Income Categories. Developer hereby covenants and agrees for itself and its successors and assigns, that all of the Restricted Units shall be sold to Eligible Households at Affordable Sales Price in accordance with this Agreement. The Restricted Units shall consist of eight (8) two-bedroom units, and shall be restricted for sale at Affordable Sales Prices to Eligible Purchasers as shown in the following table. In connection with the sale of each Restricted Unit, the Developer shall ensure that the City and the homebuyer shall execute a Resale Restriction Agreement that will be recorded against the Restricted Unit, the homebuyer will be obligated to execute and deliver to City an Excess Proceeds Note, and the homebuyer will be obligated to execute a Performance Deed of Trust that will be recorded against the Restricted Unit. Among other requirements, the Resale Restriction Agreement for each Restricted Unit shall provide that the Restricted Unit must be occupied as the homebuyer’s principal residence. Developer shall not sell or transfer any Restricted Unit unless and until the documents described above are executed and approved by City.

Unit Size
Low-Income (80%
AMI)
Total Units
Two-Bedroom 8 8

5. Phasing; Location; Amenities. The Restricted Units shall be constructed and made available for sale to Eligible Households concurrently with the market-rate units throughout the Item #6.8.

5 construction of the Project as approved by City. The Restricted Units shall not be concentrated in one location within the Project, but instead shall be dispersed equally throughout the buildings located in the Project, as shown on the Site Plan, and shall be sold at the same time as the market-rate units located in each building. The Restricted Units shall be comparable to the market-rate units in the Project in their size, appearance, materials, exterior and interior finishes, appliances, and fixtures. The City shall have the right to inspect the Restricted Units to determine whether they have been constructed in accordance with this Section and the Affordable Housing Ordinance. Residents of Restricted Units shall have access to all Project amenities, common open spaces, and recreational facilities available to residents of the Project’s market-rate units.

6. Recordation of Agreement; Term. This Agreement shall be recorded against the Property in the Official Records promptly following its execution by all Parties, and as a condition precedent to the recordation of the Map. This Agreement shall remain effective and fully binding regardless of any sale, assignment, transfer, or conveyance of the Property or the Project or any part thereof or interest therein, and shall remain in effect until all Restricted Units have been sold at Affordable Sales Prices to Eligible Households in accordance with this Agreement.

7. No Subordination. Developer hereby represents, warrants and covenants that with the exception of easements of record, absent the written consent of City which City may grant or withhold in the exercise of its sole discretion, this Agreement shall not be subordinated in priority to any lien (other than those pertaining to taxes or assessments), encumbrance, or other interest in the Property or the Project. If at the time this Agreement is recorded, any interest, lien, or encumbrance has been recorded against the Project in position superior to this Agreement, upon the request of City, Developer hereby covenants and agrees to promptly undertake all action necessary to clear such matter from title or to subordinate such interest to this Agreement consistent with the intent of and in accordance with this Section 7, and to provide such evidence thereof as City may reasonably request.

8. Binding on Successors; Covenants Run with the Land. Developer hereby subjects the Property to the covenants and restrictions set forth in this Agreement. The Parties hereby declare their express intent that the covenants and restrictions set forth herein shall be deemed covenants running with the land pursuant to California Civil Code §1468, and subject to the provisions of Section 9 below, shall be binding upon and inure to the benefit of the respective heirs, administrators, executors, successors in interest, transferees, and assigns of Developer and City, regardless of any sale, assignment, conveyance or transfer of the Property or any part thereof or interest therein. So long as this Agreement remains of record, any conveyance of the Property shall be conclusively held to have been delivered and accepted subject the requirements set forth in this Agreement, without regard to whether any party to such transaction has actual knowledge of the restrictions hereof. The burden of this Agreement touches and concerns each of the Restricted Units, the Project and the Property in that the restrictions set forth herein may render the owner’s interest therein less valuable, and they enhance and increase the enjoyment and use of the Project, the Property and the Restricted Units by Eligible Purchasers who will benefit from such covenants and restrictions. Developer agrees for itself and for its successors that in the event that a court of competent jurisdiction determines that the covenants herein do not run with Item #6.8.

6 the land, such covenants shall be enforced as equitable servitudes against the Property in favor of City.

9. Reconveyance. Concurrently with the sale of each Restricted Unit to an Eligible Purchaser and recordation of the Resale Restriction Agreement and the Performance Deed of Trust, the Parties shall execute and record appropriate instruments to release and reconvey this Agreement as to such Restricted Unit. Such instrument shall be deposited with the escrow holder with instructions to record it concurrently with the close of escrow for the sale of the Restricted Unit to the Eligible Purchaser. Upon the sale of all Restricted Units in accordance with the terms of this Agreement, this Agreement shall terminate, and Developer shall be released from all obligations hereunder except those that expressly survive termination. Nothing contained herein shall terminate Developer's obligations if any, with regard to the construction and quality of the Restricted Units, which obligations shall survive the sale of the Restricted Units and shall terminate only as provided by law.

10. Sale of Restricted Units. The initial sale of the Restricted Units shall be subject to the following terms and conditions:

A. Eligible Purchasers. The Restricted Units may be sold only to Eligible Purchasers who qualify as Low-Income Households as solely determined by City. In the event that there are more interested Eligible Purchasers than the available Restricted Units, then the City shall coordinate with Developer in selecting the purchaser in a manner consistent with City policies and procedures in effect at the time of sale. City may contract with a third party to administer the terms and obligations of this Agreement (the “Administrator”).

B. Notifications. The Developer shall provide notice of availability of Restricted Units to the City at least 120 days prior to the expected date of issuance of the certificate of occupancy for the Restricted Units.

C. Administrator Roles and Responsibilities. If City contracts with an Administrator, the Administrator will pre-screen and select the Eligible Purchasers in accordance with the City's policies and procedures. The Administrator will assist the Developer to facilitate the close of escrow obtain Eligible Purchaser signatures and depositing into escrow all required documents, including without limitation, a Resale Restriction Agreement, an Excess Proceeds Note, and a Performance Deed of Trust. The Administrator will perform these functions in coordination with the Developer, and shall be compensated in accordance with Section 11 below.

D. Marketing Restricted Units. Developer shall prepare a marketing plan for review and approval by City to market and sell the Restricted Units. In order to ensure that there is an adequate supply of affordable housing within the City of Calistoga for residents and employees of businesses within the City, to the extent permitted by law, the marketing plan shall provide that, within the pool of eligible applicants, first priority should be given to qualified households with members who live or work in the city limits of Calistoga.

Item #6.8.

7 E. Mortgage Lending. Each Eligible Purchaser must work with a mortgage lender that has provided pre-approval of the forms of Resale Restriction Agreement, Performance Deed of Trust, and all other City-required documents associated with the sale of the Restricted Units. For the purpose of ensuring that risk to the Eligible Purchaser and the City is minimized, the proposed mortgage financing terms are subject to approval by the City. Except as approved by the City, the first mortgage loan shall have a fixed interest rate and a 30-year term.

F. Sale Price. Sale prices for the Restricted Units shall be the Affordable Sales Price for Eligible Purchasers based upon the Household Size Appropriate for the Unit. The Affordable Sales Price shall be determined by the City in accordance with Exhibit C. The Affordable Sales Price may increase or decrease to reflect annual changes in the Area Median Income.

G. Purchase and Sale Agreement. The purchase and sale agreement to be used for the sale of each Restricted Unit by Developer to the Eligible Purchaser shall be in the form approved for the Project by the California Department of Real Estate.

The purchase and sale agreement shall provide that all conditions to closing shall be satisfied and the close of escrow shall occur by not later than the ninetieth (90th) day (or the first business day thereafter, if the ninetieth (90th) day is a Saturday, Sunday, or holiday) after execution of the purchase and sale agreement, and shall provide that Developer shall have the right to terminate the agreement if closing does not occur on or before such deadline unless the parties mutually agree to an extension of the closing date.

H. Closing Documents. The City, or Administrator, if applicable, will provide escrow instructions on behalf of City regarding recordation of the Resale Restriction Agreement and Performance Deed of Trust. Within five (5) business days following closing for the sale of any Restricted Unit, Developer shall forward to the City or Administrator copies of the buyer's and seller's settlement statements and all closing documents executed in connection with the sale.

Developer shall retain all records related to the sale of the Restricted Units and compliance with obligations under this Agreement for a period not less than two (2) years from the date of sale of each Restricted Unit, and upon five (5) business days' written notice, shall make them available to employees or other designees of City and/or Administrator for the purpose of inspection and copying.

11. City Expenses. Developer shall compensate the City for City’s costs and expenses to administer and ensure compliance with this Agreement, including the costs of City to hire an Administrator, if applicable. Administrator is a consultant hired by the City, and shall not be deemed to be a consultant, contractor, or employee of Developer.

12. Hold Harmless and Indemnification. Developer shall indemnify, defend (with counsel reasonably approved by City) and hold City, its elected and appointed officers, officials, employees, agents, and representatives and Administrator (collectively, the “Indemnitees”) harmless from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative Item #6.8.

8 proceeding, judgment, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) arising directly or indirectly, in whole or in part, as a result of or in connection with Developer’s development, sale or ownership of the Restricted Unit and/or the Project, or Developer’s performance or nonperformance under this Agreement. Developer’s indemnification obligations under this Section 10.1 shall not extend to Claims resulting solely from the gross negligence or willful misconduct of Indemnitees or to Claims that may arise after Developer’s compliant transfers of the Restricted Units, as provided in this Agreement. The provisions of this Section 9.1 shall survive the expiration or earlier termination of this Agreement and the release of the Property or any part thereof from the burdens of this Agreement, but in no event shall the provisions of this Section 9.1 last more than 4 years postclosing on the last Restricted Unit. It is further agreed that City does not and shall not waive any rights against Developer that it may have by reason of this indemnity and hold harmless because of the acceptance by City, or the deposit with City by Developer, of any of the insurance policies described in this Agreement.

13. Default; Remedies. In the event of any breach of this Agreement, the non-defaulting Party shall provide written notice of default to the Party in default. If the default is not cured within thirty (30) days after delivery of such notice, then the non-defaulting Party shall have the right to take legal or other action to enforce this Agreement, including without limitation, bringing an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking declaratory relief or damages. Each of the remedies provided herein is cumulative and not exclusive, and each Party may exercise from time to time any rights and remedies available to it under applicable law or in equity, in addition to, and not in lieu of, any rights and remedies expressly provided in this Agreement.

14. Fair Housing; Non-Discrimination. Developer shall comply with all applicable State and federal fair housing laws in the marketing and sale of all residential units in the Project.

Administrator shall comply with all applicable State and federal fair housing laws in the marketing and sale of the Restricted Units. Developer shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, the Project, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, actual or perceived gender identity, marital status, ancestry, or national origin of any person.

Developer covenants for itself and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall Developer or any person claiming under or through Developer establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Property or part thereof.

Developer shall include such provision in all deeds, leases, contracts and other instruments executed by Developer, and shall enforce the same diligently and in good faith.

Item #6.8.

9 15. Mortgagee Protection. No violation of any provision contained herein shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value upon all or any portion of the Project or the Property, and the purchaser at any trustee’s sale or foreclosure sale shall not be liable for any violation of any provision hereof occurring prior to the acquisition of title by such purchaser. Such purchaser shall be bound by and subject to this Agreement from and after such trustee’s sale or foreclosure sale.

16. Miscellaneous.

16.1 Notices. Except as otherwise specified herein, all notices to be sent pursuant to this Agreement 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 upon 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.

City:

City of Calistoga
1232 Washington Street
Calistoga, CA 94515
Attention: Planning Director
Developer:

Civic Park Silverado, LLC
1500 Willow Pass Court
Concord, CA 94520
Attention: Dana Tsubota
With a copy to:

DeNova Homes, Inc.
1500 Willow Pass Court
Concord, CA 94520
Attention: Trent Sanson

16.2 No Third-Party Beneficiaries. This Agreement is not intended to be for the benefit of any person other than the Parties and their permitted successors and assigns.

16.3 Attorneys' Fees. If any legal or administrative action is brought to interpret or enforce the terms of this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys' fees and costs incurred in such action, including without limitation, attorneys’ fees attributable to City’s in-house counsel based upon comparable fees of private attorneys practicing in Napa County.

Item #6.8.

10 16.4 Amendments. This Agreement may be amended, changed, or modified only by an agreement in writing signed by the Parties or their respective permitted successors and recorded in the Official Records.

16.5 No Waiver. Any waiver of any term or provision of this Agreement must be in writing. No waiver shall be implied from any delay or failure by a Party to take action on any breach or default hereunder or to pursue any remedy allowed under this Agreement or applicable law. No failure or delay by a Party at any time to require strict performance of any provision of this Agreement or to exercise any election contained herein or any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election.

16.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or illegal, such invalidity or illegality shall not affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect.

16.7 Headings; Interpretation. The captions used in this Agreement are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Unless expressly stated otherwise, each reference to a particular Section of this Agreement shall mean all subsections and subparagraphs of such Section. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party, notwithstanding the drafting of the Agreement by any Party or Party's representative. All references in this Agreement to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of Calistoga shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject.

16.8 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to principles of conflicts of law. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Napa County, California or in the Federal District Court for the Northern District of California.

16.9 Authority. Each person executing this Agreement on behalf of a Party represents warrants that he or she has the actual authority to execute and deliver the Agreement on behalf of such Party and that the Agreement is binding on such Party.

16.10 Entire Agreement; Exhibits. This Agreement, together with the Conditions of Approval, contains the entire agreement of Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements with respect thereto. Exhibits A through C attached hereto are incorporated herein by this reference. The Parties each acknowledge and agree that they have not relied on any representations of the other Parties or their representatives, except to the extent that such representations are expressly set forth herein.

Item #6.8.

11 16.11 Further Assurances. Each Party shall execute, acknowledge and deliver to the other Parties such other documents and instruments, and take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Agreement

16.12 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. The relationship of the Parties shall not be construed as a joint venture, equity venture, partnership or any other relationship. City neither undertakes nor assumes any responsibility or duty to Developer (except as expressly provided in this Agreement) or to any third party with respect to the Project. Developer and its agents and employees shall at no time pretend to be or hold themselves out as employees or agents of City, and Developer shall have no authority to act as an agent or to bind City to any obligation.

16.13 Action by the City. Whenever action and/or approval by City is required under this Agreement, such action or approval shall be in writing, and the City’s Authorized Representative or his or her designee may act on and/or approve such matter unless specifically provided otherwise, or the City’s Authorized Representative determines in his or her discretion that such action or approval requires referral to City Council for consideration.

16.14 Non-Liability of City and City Officials, Employees and Agents. No member, official, employee or agent of the City shall be personally liable to Developer or any successor in interest, in the event of any default or breach by the City, or for any amount of money which may become due to Developer, or their respective successors, or for any obligation of City under this Agreement.

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

SIGNATURES ON FOLLOWING PAGES.

Item #6.8.

12 IN WITNESS WHEREOF, the Parties have executed this Affordable Housing Agreement effective as of the date first written above.

DEVELOPER:

Civic Park Silverado, LLC, a California limited liability company By:________________________
Print Name:_________________
Title:_______________________
By:________________________
Print Name:_________________
Title:_______________________
CITY:

CITY OF CALISTOGA, a municipal corporation
By: __________________________
City Manager
Approved as to form:

By:_____________________________
City Attorney
SIGNATURES MUST BE NOTARIZED.

Item #6.8.

13 ACKNOWLEDGMENT
State of California )
) ss
County of ___________ )
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 #6.8.

14 ACKNOWLEDGMENT
State of California )
) ss
County of ___________ )
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 #6.8.

15 ACKNOWLEDGMENT
State of California )
) ss
County of ___________ )
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 #6.8.

16 Exhibit A

PROPERTY & LEGAL DESCRIPTION
Commonly referred to as 1408, 1412 & 1506 Grant Street (APNs 011-101-001 & 011-101-009) Silverado Terrace (UP 2020-8/DR 2020-7/TM 2020-3 Planning Commission Resolution 2021-4) Real property in the City of Calistoga , County of Napa, State of California, described as follows:

PARCEL ONE:

COMMENCING AT AN IRON STAKE AT THE MOST WESTERLY CORNER OF THE 5.00

ACRE TRACT OF LAND DESCRIBED IN THE DECREE OF SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF NAPA IN THE ACTION OF A.

BANCHIERI VS. EUGENE L. WEBBER, ET AL, A CERTIFIED COPY OF WHICH IS OF RECORD IN BOOK 69 AT PAGE 130 OF OFFICIAL RECORDS OF NAPA COUNTY;

RUNNING THENCE ALONG THE SOUTHWESTERLY LINE OF SAID TRACT AND PRODUCTION SOUTH 63-1/2° EAST 227.70 FEET TO A FENCE CORNER; THENCE ALONG A FENCE SOUTH 27° WEST 163.00 FEET; THENCE NORTH 48° WEST 49.00 FEET TO THE MOST EASTERLY CORNER OF A WINERY; THENCE ALONG THE SOUTHEASTERLY WALL OF SAID WINERY SOUTH 42° WEST 208.00 FEET, MORE OR LESS, TO THE NORTHEASTERLY LINE OF GRANT STREET; THENCE ALONG THE NORTHEASTERLY LINE OF GRANT STREET, NORTH 50° WEST 156.00 FEET AND NORTH 59° WEST 5.00 FEET; THENCE NORTH 33° EAST 315.00 FEET TO THE POINT OF COMMENCEMENT. BEING A PORTION OF THE 38 ACRE TRACT OF LAND

DESCRIBED IN THE DEED FROM ALFREDO FIORI TO ADAM BIANCHI OF RECORD IN BOOK 10 AT PAGE 339 OF OFFICIAL RECORDS OF NAPA COUNTY.

PARCEL TWO:

COMMENCING AT A POINT ON THE NORTHEASTERN LINE OF GRANT STREET, DISTANT THEREON NORTH 47° 45' WEST 106.24 FEET FROM THE INTERSECTION THEREOF WITH THE NORTHWESTERN LINE OF WAPOO AVENUE; RUNNING THENCE NORTH 30° 45' EAST 40.44 FEET TO A FENCE POST AT THE MOST WESTERN CORNER OF LOT 2 IN BLOCK 2, IN THAT PART OF THE TOWN OF CALISTOGA COMMONLY KNOWN AS "CALISTOGA HOT SPRINGS PROPERTY", AS SHOWN ON THE MAP ENTITLED, "MAP OF CALISTOGA, SHOWING ITS

EXTENSIONS, SURROUNDINGS AND THE HOT SULPHUR SPRINGS, NAPA COUNTY, CALIFORNIA", FILED MARCH 1, 1871 IN THE OFFICE OF THE COUNTY RECORDER OF SAID NAPA COUNTY; THENCE NORTH 27° EAST, ALONG THE NORTHWESTERN LINE OF SAID BLOCK 2, 174.82 FEET; THENCE NORTH 48° WEST 47.75 FEET; THENCE SOUTH 42° WEST 208.08 FEET TO THE NORTHEASTERN LINE OF GRANT STREET; THENCE ALONG LAST MENTIONED LINE SOUTH 47° 45' EAST 100.91 FEET TO THE POINT OF COMMENCEMENT.

Item #6.8.

17 Exhibit B

SITE PLAN
(Attach Site Plan showing location of Restricted Units.) Item #6.8.

18 Exhibit C

RESTRICTED UNIT SALE PRICES
Affordable Sale Price for
Low Income Household as
of June 1, 2024
2-Bedroom $277,755
The Affordable Sales Price is based upon Area Median Income for the applicable household income category, the unit size, and an affordability percentage. These figures are combined with an estimated total housing payment. Pricing applies to homes sold within the specified fiscal year. Pricing is subject to change.

Item #6.8.

4865-0447-1507 v1

FEE CREDIT AND REIMBURSEMENT AGREEMENT
This FEE CREDIT AND REIMBURSEMENT AGREEMENT (“Agreement”) is entered into this __th day of August, 2024, by and between the CITY OF CALISTOGA, a California municipal corporation (“City”), and CIVIC PARK SILVERADO, LLC, a California limited liability company (“Developer”). City and Developer are sometimes hereinafter referred to individually as “Party” and collectively as “Parties.”

RECITALS
A. Developer owns or has legal interest in certain real property commonly known as “Silverado Terrace” located at 1408, 1412 and 1506 Grant Street, Calistoga, CA, more particularly known as Assessor’s Parcel Numbers 011-101-001 and 011-101-009, and more specifically described in the legal description attached to and incorporated within this Agreement as Exhibit A (“Property”).

B. City has approved Developer’s applications for a Use Permit (UP 2020-8), Design Review (DR 2020-7) and Tentative Map (TM 2020-3) to allow for development on Developer’s Property (collectively, the “Project”).

C. City’s approval of the Project (Planning Commission Resolution 2021-4) included conditions of approval that Developer add new and replace portions of the existing City sanitary sewer mains. The conditions of approval include, but are not limited to, capital improvements for the benefit of the City. These capital improvements include new offsite sewer on Arch Way and Grant and replacing the existing sewer line in Grant and Stevenson out to Lincoln, including replacement from Stevenson to Fairway, along Lincoln and new main from Lincoln to Anna, along Fairway extension. Another developer has built the new sewer line along Fairway extension from Lincoln to Anna relieving party of this obligation. The section on Lincoln from Stevenson to Fairway is also currently under construction by another developer that is assumed will be completed in time for this party to connect but if not, this party will be responsible to complete construction of condition 15 (d).

D. The Sewer Improvements are detailed in plans identified as 1408, 1412, 1506 Grant Street Public Sewer Improvement Plans, which is attached hereto as Exhibit B, and which plans have been approved by the Public Works Department (the “Sewer Plans”). The Sewer Plans show upgrades to portions of the sewer main within Stevenson Street, Grant Street, and Arch Way, and which (once completed) will satisfy Development Condition of Approval number

15. E. The costs associated with these Sewer Improvements are eligible for fee credits and/or reimbursement to offset the amount that the Developer would pay the City for the Project’s wastewater capacity/connection fees and water connection fees.

F. City’s approval of the Project also included conditions of approval that require Developer to install sidewalk improvements beyond the project frontage (the “Sidewalk Improvements”). The Sidewalk Improvements are eligible for fee credits / reimbursements to offset the amount that the Developer would pay to the City for the City’s transportation fee (“Sidewalk Improvements”). The Sewer Improvements and the Sidewalk Improvements are referred to herein, collectively, as the “Public Improvements.” ATTACHMENT 4
Item #6.8.

4865-0447-1507 v1
G. The Sidewalk Improvements are detailed in plans identified as Grant Street & Stevenson Street Sidewalk Improvements, which is attached hereto as Exhibit C, and which plans have been approved by the Public Works Department (the “Sidewalk Plans”). The Sidewalk Plans show upgrades to portions of the public sidewalk along Grant Street and Stevenson Street, and which (once completed) will satisfy Development Condition of Approval number 30.

H. The calculated sewer connection fee for the Project is $906,382.60.

I. The calculated water connection fee for the Project is $529,448.70.

J. The calculated transportation fee for the Project is $387,080.00.

K. Low bids in the collective amount of $1,579,035.08 (“Estimated Construction Costs”) was submitted to construct and test the Sewer Improvements and Sidewalk Improvements.

L. Chapter 3.28 of the Calistoga Municipal Code establishes development impact fees and fair share fees (“DIF”) to finance public facilities in furtherance of the goals and objectives of the City’s general plan, various facility master plans, capital improvement plans, and the nexus reports described in Section 3.28.030, as they may be amended from time to time (collectively, “Nexus Reports”). The imposition of DIF ensures that new development in the City bears its proportionate share of the cost of public facilities necessary to accommodate such development, which thereby promotes and protects the public health, safety, and welfare.

M. Pursuant to Section 3.28.060 of the Calistoga Municipal Code, Developer may receive and the City may grant credit towards the DIF for construction of eligible public improvements or facilities as contained in and in accordance with the Nexus Reports or special studies; provided, however, the amount of the fee credit or reimbursement shall not exceed the amount of the DIF assessed for which the fee credit or reimbursement is granted, unless the City Council also approves a reimbursement agreement.

N. City and Developer now desire to enter into this Agreement for the following purposes: (i) to provide for the timely construction and completion of the Public Improvements, (ii) to ensure that construction of the Public Improvements is undertaken in accordance with the Plans and Specifications, (iii) to provide a means by which the Developer’s costs for construction of the Public Improvements is offset against Developer’s obligation to pay the applicable DIF for the Project, in accordance with the Nexus Reports and -special studies, and (iv) to provide for reimbursement of costs in excess of the credit granted for eligible improvements, if any.

NOW, THEREFORE, for the purposes set forth herein, and for good and valuable consideration, the adequacy of which is hereby acknowledged, Developer and City hereby agree as follows:

TERMS

1. Incorporation of Recitals. The Recitals above are a substantive part of this Agreement.

2. Construction of Public Improvements. Prior to the issuance of a Certificate of Occupancy, unless both Parties agree to an extension in writing, and except as provided in this Agreement, Developer shall construct or have constructed, pursuant to this Agreement, the Item #6.8.

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Public Improvements in accordance with the Plans and Specifications. Developer (or its contractors) shall provide all equipment, tools, materials, labor, inspections, compaction tests, design work, and engineering services necessary to fully and adequately complete the Public Improvements. The Parties agree that the Developer’s construction of the Sewer Improvements and the Sidewalk Improvements per Section 2 of this Agreement shall satisfy the Development Conditions of Approval numbered 15 (a) through (c) and 30, inclusive. Another developer (“Third Party Developer”) is in the process of installing that portion of the Sewer Improvements that are required by Condition of Approval 15(d). In the event that the Third Party Developer completes those improvements, then Condition of Approval 15(d) will be considered satisfied. If the Third Party Developer fails to complete those sewer improvements located in Lincoln Avenue between Fair Way and Stevenson Street (as identified on the Sewer Plans) then Developer shall be required to complete those improvements (and only that portion of those improvements currently under construction with the Third Party Developer) in order to satisfy Condition of Approval 15(d).

Condition 15(e) has already been installed by a different developer.

2.1 Pre-approval of Plans and Specifications. Developer is prohibited from commencing work on any portion of the Public Improvements until the Plans for that portion of the Public Improvements have been submitted to and approved by City and encroachment permits have been issued by the City. Approval by City shall not relieve Developer from ensuring that all Public Improvements conform to all other requirements and standards set forth in this Agreement.

2.2 Permits and Notices. Prior to commencing any work, Developer (through its contractors) shall, pursuant to the terms of this Agreement, obtain all necessary permits and licenses and give all necessary and incidental notices required for the lawful construction of the Public Improvements and performance of Developer’ s obligations under this Agreement.

Developer (through its contractors) shall conduct the work in full compliance with the regulations, rules, and other requirements contained in this Agreement, any applicable law, and any permit or license issued to Developer.

2.3 Public Works Requirements. Developer shall ensure that the bidding, awarding, and construction of the Public Improvements are undertaken as if such Public Improvements were constructed as a public works project under the direction and authority of City, pursuant to the applicable provisions of the Public Contract Code. A minimum of three bids shall be obtained.
(a) Prior to soliciting or awarding the bid for any portion of the Public Improvements, Developer shall submit the bid packet and a set of construction drawings signed by Developer or another authorized representative designated by Developer for the work being bid to the City Engineer (“City Engineer”) for review and approval, which approval shall be granted or denied within fifteen (15) calendar days after submission of such bid packet. If the City Engineer denies approval of such bid packet and construction drawings, the City Engineer shall specify the reasons for such disapproval and Developer shall resubmit a revised bid packet for review and approval until such approval is obtained.
(b) Developer shall obtain bids for the construction of the Public Improvements in a manner which has been approved by the City Engineer. Developer shall provide the City Engineer with copies of all bids received from contractors and a bid summary in Item #6.8.

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a form approved by the City Engineer to assure that the contractor and subcontractors adhere to the applicable legal requirements for public works projects. The contract or contracts for the construction of the Public Improvements shall be awarded to the responsible bidder(s) submitting the lowest responsive bid(s) for the construction of the Public Improvements, as determined by Developer in its good faith discretion. Developer shall enter into a construction contract with each contractor selected to perform work on the Public Improvements (after competitive bidding as set forth above), (each, a “Construction Contract”) for the performance of the Work set forth in the selected bid, and the terms of each Construction Contract entered into by Developer and each contractor or subcontractor shall be reasonably acceptable to the City Engineer. Developer shall submit to City a copy of each executed Construction Contract for the Public Improvements within fifteen (15) days after execution thereof.
(c) Developer’s general contractor for the construction of the Public Improvements (“General Contractor”) shall pay prevailing wages (in accordance with Articles 1 and 2 of Chapter 1, Part 7, Division 2 of the Labor Code) and to otherwise comply with applicable provisions of the Labor Code, the Government Code, and the Public Contract Code relating to public works projects of cities/counties and as required by the procedures and standards of City with respect to the construction of its public works projects or as otherwise directed by the City Engineer.
(d) All contractors shall be required to provide proof of insurance coverage throughout the term of the construction of the Public Improvements which they will construct in conformance with Section 14 of this Agreement.

2.4 Compliance with Plans and Specifications. The Public Improvements shall be completed in accordance with the Plans and Specifications as approved by City.

2.5 Standard of Performance. Developer and its contractors shall perform all work required in constructing the Public Improvements in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Developer represents and maintains that it or its contractors shall be skilled in the professional calling necessary to perform the work and licensed Class A - General Engineering Contractor. Developer warrants that all of its employees and contractors shall have sufficient skill and experience to perform the work assigned to them, and that they shall have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the work, and that such licenses, permits, qualifications, and approvals shall be maintained throughout the term of this Agreement.

2.6 Alterations to Public Improvements. All work shall be done and the Public Improvements completed as shown on the Plans and Specifications, and any changes to the Plans and Specifications mutually agreed upon by City and Developer. If either Party desires to make any changes to the Plans and Specifications, it shall provide written notice to the other Party of the proposed changes. City shall have three (3) business days after receipt of such written notice to administratively approve or disapprove the changes, which approval shall not be unreasonably withheld, conditioned, or delayed. If City fails to provide written notice to Developer of its approval or disapproval of the changes within such three (3) business day period, then the Parties shall meet within the next two (2) business days to discuss the changes. If the Parties cannot agree on how to proceed, then the Parties shall enter into the JAMS alternative dispute Item #6.8.

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resolution process, beginning with mediation and, if necessary, utilizing the Streamlined Rules to arbitrate any dispute that cannot be resolved.

3. Maintenance of Improvements. City shall not be responsible or liable for the maintenance or care of, and shall exercise no control over, the Public Improvements until the Public Improvements are accepted by City. Developer shall have no obligation to make the Public Improvements available for public use at any time before the Public Improvements are accepted by City pursuant to Section 8 below. Developer shall maintain all of the Public Improvements in a state of good repair until they are completed by Developer and accepted by City, and until the security for the performance of this Agreement is released. Developer shall not be responsible for damage to the Public Improvements that are not caused by Developer. It shall be Developer’s responsibility to initiate all maintenance work, but if Developer fails to do so, Developer shall promptly perform such maintenance work when notified to do so by City. If Developer fails to properly prosecute its maintenance obligation under this section, City may, upon written notice and Developer’s failure to remedy as provided in Section 11, do all work necessary for such maintenance, and the cost of that maintenance shall be the responsibility of Developer and its surety under this Agreement if, and only if, it can be conclusively determined that the maintenance work was Developer’s responsibility. City shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the Public Improvements or their condition prior to acceptance, except to the extent such damage or injury is caused by the negligence or willful misconduct of City, its elected officials, employees and/or agents, or public users of the Public Improvements.

4. Fees and Charges. Prior to the issuance of a building permit, Developer shall pay plan check, design review, engineering, inspection, and all other normal and customary taxes, processing fees, and charges arising out of the construction of the Project and Public Improvements f. Prior to the issuance of a Certificate of Occupancy for the Project, Developer shall pay all required DIF and fair share fees of the Project and Public Improvements, including, but not limited to, all sewer treatment connection fees, and other service or impact fees established by the City. Developer shall receive such credits and/or reimbursements for the Public Improvements constructed in accordance with the provisions set forth in this Agreement.

5. Fee Credits and Reimbursements.

5.1 Required Fees. The Project is required to pay the following fees:
(a) Sewer Connection Fee. City and Developer acknowledge that as of the date of this Agreement and based upon the Conditions of Approval for the Project, the total amount of Sewer Connection Fee assessed by and owing to City is Nine Hundred Six Thousand Three Hundred Eighty-Two Dollars and 60/100 Dollars ($906,382.60), the “Sewer Connection Fee.”
(b) Water Connection Fee. City and Developer acknowledge that as of the date of this Agreement and based upon the Conditions of Approval for the Project, the total amount of the Water Connection Fee assessed by and owing to City is Five Hundred TwentyNine Thousand Four Hundred Forty-Eight and 70/100 Dollars ($529,448.70), the “Water Connection Fee.”
Item #6.8.

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(c) Transportation Fee. City and Developer acknowledge that as of the date of this Agreement and based upon the Conditions of Approval for the Project, the total amount of the Transportation Fee assessed by and owing to City is Three Hundred Eighty Seven Thousand Eighty Dollars ($387,080.00), the “Transportation Fee.” Collectively, the Sewer Connection Fee, the Water Connection Fee, and the Transportation Fee are referred to herein as the “Fee Obligations.” The City may from time to time adjust the development impact fees applicable to the Project, and the Developer remains subject to any such changes depending upon the date when it pulls building permits. In such event, the City and Developer agree to recalculate the fee credits, and reimbursements (if any).

5.2 Credit Offset Against Fee Obligations. In consideration for Developer’s obligation under this Agreement to construct the Public Improvements (if not constructed by others), the City shall apply a credit to offset some or all of the Fee Obligations (the “Fee Credits”).
(a) At the time of this Agreement, the estimated cost to construct the Public Improvements is One Million One Hundred Sixteen Thousand Nine Hundred Four and 10/100 ($1,116,904.10), as set forth in Exhibit D (the “Estimated Construction Costs”). The Parties acknowledge that the actual cost may exceed the estimate. (b) The actual amount of Fee Credits and, if applicable, reimbursement amount for each impact fee shall be calculated as provided in Sections 5.4 and 5.5. (c) In consideration for Developer’s obligation under this Agreement to construct the Public Improvements, the City shall grant fee credits and/or reimburse the Developer for the actual cost of the Public Improvements by: (i) deducting the total actual cost of the Public Improvements from the Development’s sewer connection fees, water connection fees, and/or transportation fees; or, (ii) paying to the Developer the actual cost of the Public Improvements; or, (iii) some combination thereof.
(d) Other Fee Obligations. In addition to the Fee Obligations specified herein, the Developer may owe the City other DIF or fees that are not otherwise subject to a fee credit or reimbursement pursuant to this Agreement.

5.3 Reserved

5.4 Reconciliation: Final Offset against the Fee Obligations. Upon completion of the Public Improvements by Developer, Developer shall submit to the City Engineer such information as the City Engineer may require to calculate and verify the total Actual Cost incurred by Developer to construct the Public Improvements (the “Verified Construction Costs”).

The term “Actual Cost” shall refer to the amount that is equal to the Verified Construction Costs for each of the eligible improvements, and shall be used for the purposes of the final reconciliation.

If the Actual Cost is less than the Required Fees, then Developer shall pay the remaining balance to the City to fully satisfy Developer’s Fee Obligations within thirty (30) days. If the Actual Cost exceeds the Required Fees, or the reimbursable work is not eligible for credit Item #6.8.