Calistoga City Council
November 12, 2024

City of Calistoga
Tyler Technologies, Inc. Page | 32
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Provide final source data
extract, if applicable C C A R
Final source data pushed
into production
environment, if
applicable

A C R I C C C
Proof final converted
data, if applicable C C C A R C
Complete Go-Live
activities as defined in
the Go-Live action plan

C C C A R C I C
Provide Go-Live
assistance A R C C I C C I C I C
Inputs Comprehensive Action Plan for Go-Live
Final source data (if applicable)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data is available in production environment City confirms data is available in production environment
Work package assumptions:
 The City will complete activities documented in the action plan for Go-Live as scheduled.  External stakeholders will be available to assist in supporting the interfaces associated with the GoLive live process.  The City business processes required for Go-Live are fully documented and tested.  The City Project team and subject matter experts are the primary point of contact for the end users when reporting issues during Go-Live.
 The City Project Team and Power User’s provide business process context to the end users during GoLive.

Transition to Client Services
This work package signals the conclusion of implementation activities for the Phase or Project with the exception of agreed-upon post Go-Live activities. The Tyler project manager(s) schedules a formal transition of the City onto the Tyler Client Services team, who provides the City with assistance following Go-Live, officially transitioning the City to operations and maintenance.

Objectives:

Item #5.4.

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 Ensure no critical issues remain for the project teams to resolve.  Confirm proper knowledge transfer to the City teams for key processes and subject areas.

STAGE 5 Transition to Client Services
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Transfer City to Client
Services and review
issue reporting and
resolution processes

I I A I I R I I C C C
Review long term
maintenance and
continuous
improvement

A R C C C
Inputs Open item/issues List
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Client Services Support Document
Work package assumptions:
 No material project issues remain without assignment and plan.

Post Go-Live Activities
Some implementation activities are provided post-production due to the timing of business processes, the requirement of actual production data to complete the activities, or the requirement of the system being used in a live production state.

Objectives:
 Schedule activities that are planned for after Go-Live.  Ensure issues have been resolved or are planned for resolution before phase or project close.

STAGE 5 Post Go-Live Activities
Tyler City
Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 34
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Schedule contracted
activities that are
planned for delivery
after go-live

A R C C C C I C C I C C
Determine resolution
plan in preparation for
phase or project close
out

A R C C C I C C I C
Inputs List of post Go-Live activities
Outputs /
Deliverables
Acceptance Criteria [only] for
Deliverables
Updated issues log
Work package assumptions:
 System is being used in a live production state.

Control Point 5: Production Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below:
 Advancement to the Close stage is not dependent upon Tyler’s receipt of this Stage Acceptance.  Converted data is available in production environment.

Production Stage Acceptance Criteria:
 All stage deliverables accepted based on criteria previously defined.  Go-Live activities defined in the Go-Live action plan completed.  Client services support document is provided.

Close
The Close stage signifies full implementation of all products purchased and encompassed in the Phase or Project. The City transitions to the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Client Services).

Item #5.4.

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Tyler Technologies, Inc. Page | 35
Phase Closeout
This work package represents Phase completion and signals the conclusion of implementation activities for the Phase. The Tyler Client Services team will assume ongoing support of the City for systems implemented in the Phase.

Objectives:
 Agreement from Tyler and the City teams that activities within this phase are complete.

STAGE 6 Phase Close Out
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Reconcile project budget
and status of contract
Deliverables

I A R I I C
Hold post phase review
meeting A R C C C C C C C C C
Release phasedependent Tyler project
resources

A R I I
Participants Tyler City
Project Leadership Project Manager
Project Manager Project Sponsor(s)
Implementation Consultants Functional Leads, Power Users, Technical Leads
Technical Consultants (Conversion, Deployment,
Development)
Client Services
Inputs Contract
Statement of Work
Project artifacts
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Final action plan (for outstanding items)
Reconciliation Report
Post Phase Review
Item #5.4.

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Work package assumptions:
 Tyler deliverables for the phase have been completed.

Project Closeout
Completion of this work package signifies final acceptance and formal closing of the Project.

At this time the City may choose to begin working with Client Services to look at continuous improvement Projects, building on the completed solution.

Objectives:
 Confirm no critical issues remain for the project teams to resolve.  Determine proper knowledge transfer to the City teams for key processes and subject areas has occurred.
 Verify all deliverables included in the Agreement are delivered.

STAGE 6 Project Close Out
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Conduct post project
review A R C C C C C C C C C
Deliver post project
report to City and Tyler
leadership

I A R I I C
Release Tyler project
resources

A R I I
Inputs Contract
Statement of Work
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Post Project Report City acceptance; Completed report indicating all project Deliverables and milestones have
been completed
Work package assumptions:
 All project implementation activities have been completed and approved.

Item #5.4.

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Tyler Technologies, Inc. Page | 37
 No critical project issues remain that have not been documented and assigned.  Final project budget has been reconciled and invoiced.  All Tyler deliverables have been completed.

Control Point 6: Close Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.

Close Stage Deliverables:
 Post Project Report.

Close Stage Acceptance Criteria:
 Completed report indicating all Project deliverables and milestones have been completed.

General Assumptions
Tyler and the City will use this SOW as a guide for managing the implementation of the Tyler Project as provided and described in the Agreement. There are a few assumptions which, when acknowledged and adhered to, will support a successful implementation. Assumptions related to specific work packages are documented throughout the SOW. Included here are general assumptions which should be considered throughout the overall implementation process.

Project
 Project activities will begin after the Agreement has been fully executed.  The City Project Team will complete their necessary assignments in a mutually agreed upon timeframe to meet the scheduled go-live date, as outlined in the Project Schedule.  Sessions will be scheduled and conducted at a mutually agreeable time.  Additional services, software modules and modifications not described in the SOW or Agreement will be considered a change to this Project and will require a Change Request Form as previously referenced in the definition of the Change Control Process.  Tyler will provide a written agenda and notice of any prerequisites to the City project manager(s) ten (10) business days or as otherwise mutually agreed upon time frame prior to any scheduled on-site or remote sessions, as applicable.
 Tyler will provide guidance for configuration and processing options available within the Tyler software. If multiple options are presented by Tyler, the City is responsible for making decisions based on the options available.
 Implementation of new software may require changes to existing processes, both business and technical, requiring the City to make process changes.
 The City is responsible for defining, documenting, and implementing their policies that result from any business process changes.

Organizational Change Management
Unless otherwise contracted by Tyler, City is responsible for managing Organizational Change. Impacted City resources will need consistent coaching and reassurance from their leadership team to embrace and accept the changes being imposed by the move to new software. An important part of change is ensuring that impacted City resources understand the value of the change, and why they are being asked to change.

Item #5.4.

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Tyler Technologies, Inc. Page | 38
Resources and Scheduling
 City resources will participate in scheduled activities as assigned in the Project Schedule.  The City team will complete prerequisites prior to applicable scheduled activities. Failure to do so may affect the schedule.
 Tyler and the City will provide resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget.
 Abbreviated timelines and overlapped Phases require sufficient resources to complete all required work as scheduled.
 Changes to the Project Schedule, availability of resources or changes in Scope will be requested through a Change Request. Impacts to the triple constraints (scope, budget, and schedule) will be assessed and documented as part of the change control process.  The City will ensure assigned resources will follow the change control process and possess the required business knowledge to complete their assigned tasks successfully. Should there be a change in resources, the replacement resource should have a comparable level of availability, change control process buy-in, and knowledge.
 The City makes timely Project related decisions to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Failure to do so may affect the schedule, as each analysis and implementation session is dependent on the decisions made in prior sessions.  The City will respond to information requests in a comprehensive and timely manner, in accordance with the Project Schedule.
 The City will provide adequate meeting space or facilities, including appropriate system connectivity, to the project teams including Tyler team members.
 For on-site visits, Tyler will identify a travel schedule that balances the needs of the project and the employee.

Data
 Data will be converted as provided and Tyler will not create data that does not exist.  The City is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy data.
 Tyler will work closely with the City representatives to identify business rules before writing the conversion. The City must confirm that all known data mapping from source to target have been identified and documented before Tyler writes the conversion.  All in-scope source data is in data extract(s).
 Each legacy system data file submitted for conversion includes all associated records in a single approved file layout.
 The City will provide the legacy system data extract in the same format for each iteration unless changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget and resource availability may occur and/or data in the new system may be incorrect.  The City Project Team is responsible for reviewing the converted data and reporting issues during each iteration, with assistance from Tyler.
 The City is responsible for providing or entering test data (e.g., data for training, testing interfaces, etc.)
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Facilities
 The City will provide dedicated space for Tyler staff to work with City resources for both on-site and remote sessions. If Phases overlap, City will provide multiple training facilities to allow for independent sessions scheduling without conflict.
 The City will provide staff with a location to practice what they have learned without distraction.

Item #5.4.

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Tyler Technologies, Inc. Page | 40
Glossary
Word or Term Definition
Acceptance Confirming that the output or deliverable is suitable and conforms to the agreed upon criteria.

Accountable The one who ultimately ensures a task or deliverable is completed; the one who ensures the prerequisites of the task are met and who delegates the work to those responsible. [Also see RACI]
Application A computer program designed to perform a group of coordinated functions, tasks, or activities for the benefit of the user.

Application Programming Interface (API) A defined set of tools/methods to pass data to and received data from Tyler software products
Agreement This executed legal contract that defines the products and services to be implemented or performed.

Business Process The practices, policy, procedure, guidelines, or functionality that the client uses to complete a specific job function.

Business Requirements Document A specification document used to describe Client requirements for contracted software modifications.

Change Request A form used as part of the Change Control process whereby changes in the scope of work, timeline, resources, and/or budget are documented and agreed upon by participating parties.

Change Management Guides how we prepare, equip and support individuals to successfully adopt change in order to drive organizational success & outcomes
Code Mapping [where applicable] An activity that occurs during the data conversion process whereby users equate data (field level) values from the old system to the values available in the new system. These may be one to one or many to one. Example: Old System [Field = eye color] [values = BL, Blu, Blue] maps to New Tyler System [Field = Eye Color] [value = Blue].

Consulted Those whose opinions are sought, typically subject matter experts, and with whom there is two-way communication. [Also see RACI]
Control Point This activity occurs at the end of each stage and serves as a formal and intentional opportunity to review stage deliverables and required acceptance criteria for the stage have been met.

Data Mapping [where applicable] The activity determining and documenting where data from the legacy system will be placed in the new system; this typically involves prior data analysis to understand how the data is currently used in the legacy system and how it will be used in the new system.

Deliverable A verifiable document or service produced as part of the Project, as defined in the work packages.

Go-Live The point in time when the Client is using the Tyler software to conduct daily operations in Production.

Informed Those who are kept up-to-date on progress, often only on completion of the task or deliverable, and with whom there is just one-way communication. [Also see RACI]
Item #5.4.

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Infrastructure The composite hardware, network resources and services required for the existence, operation, and management of the Tyler software.

Interface A connection to and potential exchange of data with an external system or application. Interfaces may be one way, with data leaving the Tyler system to another system or data entering Tyler from another system, or they may be bi-directional with data both leaving and entering Tyler and another system.

Integration A standard exchange or sharing of common data within the Tyler system or between Tyler applications
Legacy System The software from which a client is converting.

Modification Custom enhancement of Tyler’s existing software to provide features or functions to meet individual client requirements documented within the scope of the Agreement.

On-site Indicates the work location is at one or more of the client’s physical office or work environments.

Organizational Change The process of changing an organization's strategies, processes, procedures, technologies, and culture, as well as the effect of such changes on the organization.

Output A product, result or service generated by a process.

Peripheral devices An auxiliary device that connects to and works with the computer in some way. Some examples: scanner, digital camera, printer.

Phase A portion of the Project in which specific set of related applications are typically implemented. Phases each have an independent start, Go-Live and closure dates but use the same Implementation Plans as other Phases of the Project. Phases may overlap or be sequential and may have different Tyler resources assigned.

Project The delivery of the software and services per the agreement and the Statement of Work. A Project may be broken down into multiple Phases.

RACI A matrix describing the level of participation by various roles in completing tasks or Deliverables for a Project or process.

Individuals or groups are assigned one and only one of the following roles for a given task: Responsible (R), Accountable (A), Consulted (C), or Informed (I).

Remote Indicates the work location is at one or more of Tyler’s physical offices or work environments.

Responsible Those who ensure a task is completed, either by themselves or delegating to another resource. [Also see RACI]
Scope Products and services that are included in the Agreement.

Item #5.4.

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Solution The implementation of the contracted software product(s) resulting in the connected system allowing users to meet Project goals and gain anticipated efficiencies.

Stage The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project.

Standard Software functionality that is included in the base software (offthe-shelf) package; is not customized or modified.

Statement of Work (SOW) Document which will provide supporting detail to the Agreement defining Project-specific activities, services, and Deliverables.

System The collective group of software and hardware that is used by the organization to conduct business.

Test Scripts The steps or sequence of steps that will be used to validate or confirm a piece of functionality, configuration, enhancement, or Use Case Scenario.

Training Plan Document(s) that indicate how and when users of the system will be trained relevant to their role in the implementation or use of the system.

Validation (or to validate) The process of testing and approving that a specific Deliverable, process, program, or product is working as expected.

Work Breakdown Structure (WBS) A hierarchical representation of a Project or Phase broken down into smaller, more manageable components.

Work Package A group of related tasks within a project.

Item #5.4.

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Part 4: Appendices
Conversion
ERP Pro Utility Billing Conversion Summary
Utility Billing - Standard
 Utility Contact Information
 Utility Mailing and Billing Addresses
 Utility Parcels
 Account Master - (Average monthly payment, deposits, bank drafts, comments/notes)  Meters/Services
 Transaction History – Includes current year plus one prior year  Read History
Utility Billing – Legacy/Historical Views
 Unlimited historical transactions provided by the City can be converted by Tyler into historical views ERP Pro Financials Conversion Summary
General Ledger
Standard Conversion Includes:
 Full chart of accounts listing, descriptions, and corresponding account types  Element (segment) values and descriptions
 Unlimited historical transactions as provided by client.

NOTE: Summarized budget figures for current fiscal year and historical years can be imported into the system from Excel. The City is ultimately responsible for producing the budget figures in Excel and verifying the results. Training will be provided on how to import budgets from Excel.

NOTE: Summarized beginning balance sheet entries, as well as summarized fiscal year activity entries, can be imported into the system from Excel for the current year. The City is ultimately responsible for producing the entries in Excel and verifying the results. Training will be provided on how to import JEs from Excel.

Accounts Payable
Standard Conversion Includes:
 Vendor master information, address, primary contact, and NOTEs  Unlimited historical transactions as provided by client.

NOTE: 1099 balances and non-1099 balances can be imported into the system using a standard import available to the City from Excel. The City will ultimately be responsible for creating the Excel spreadsheet and verifying the results. Training will be provided on how to import balances from Excel.

Item #5.4.

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Personnel Management
Standard Conversion Includes:
 Basic employee information – employee master, address, primary contact, dates, phone numbers, dependents, NOTEs
 Current direct deposit bank information
 Federal and state tax withholding information
 Unlimited historical transactions provided by client.

NOTE: Employee positions/deductions will be created according to recommended best business practices.

NOTE: Clients going live on payroll mid-calendar year will have the option to import or enter quarterly employee payroll history to meet federal and state reporting requirements giving the ability to create a single set of W-2’s at calendar year end. The City will ultimately be responsible for entering in the quarterly employee payroll history and verifying the results. Training will be provided on how to enter in this information.

Item #5.4.

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Additional Appendices
This work package is not applicable.

Item #5.4.

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Project Timeline
ERP Pro Financial Management Timeline
Item #5.4.

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ERP Pro Utility Billing, CRM, and Community Development Timeline This work package is not applicable.

Item #5.4.

Exhibit F

1 Exhibit F
Payment Processing Agreement
Payment Processing
Agreement
This Payment Processing Agreement (this “Processing Agreement”) is made and entered into by and between Tyler Technologies, Inc., a Delaware corporation (“Tyler”), and Client (the “Merchant”).

1. ACKNOWLEDGEMENTS
a. By executing this Processing Agreement or an accompanying Order Form, Merchant is contracting with Tyler to obtain Card processing services on Merchant’s behalf.
b. Merchant acknowledges that Tyler contracts with a payment processor (a “Processor”), Members, and other third party providers to provide services under this Processing Agreement, and Merchant hereby consents to the use of such Processor, Members, and others to provide such services. c. To the extent elected in the Order Form, Tyler will provide Merchant with eCheck/ACH payment processing services for any eligible account as a turn-key solution or by presenting ACH Transactions in a NACHA Standard file submission to Merchant’s Originating Depository Financial Institution (ODFI) as agreed to in the Order Form. ACH Transactions and Card Transactions may collectively be referred to as “Transactions.”

2. MEMBER BANK AGREEMENT

REQUIRED
a. When Merchant’s customers pay Merchant through Tyler, Merchant may be the recipient of a Card funded payment. The organizations that operate these Card systems (such as Visa U.S.A., Inc. and MasterCard International Incorporated; collectively, the “Associations”) require that Merchant (i) enter into a direct contractual relationship with an entity that is a member of the Association and (ii) agree to comply with Association Rules as they pertain to applicable Card Transactions that Merchant submits through Tyler. If Merchant accepts American Express, then Merchant agrees that the terms of Exhibit A shall apply. b. Merchant shall complete an application with the Member with which Tyler has contracted and execute an agreement with such Member (the “Member Bank Agreement”). By executing a Member Bank Agreement, Merchant is fulfilling the Association Rule of entering into a direct contractual relationship with a Member, and Merchant agrees to comply with Association Rules as they pertain to Card Transactions Merchant submits for processing through the Tyler service.

Item #5.4.

Exhibit F

2 c. Merchant acknowledges that Tyler may have agreed to be responsible for some of Merchant’s obligations to a Member for such Transactions as set forth in the Member Bank Agreement. Member may debit the Merchant Bank Account for chargebacks, returns, refunds and other fees, however, in the event Member assesses any such chargeback, returns, refunds, or other fees to Tyler, Tyler may invoice the same to Merchant.

3. SETTLEMENT AND CHARGEBACKS
a. Merchants Bank Account. In order to receive funds, Merchant must maintain a bank account (the “Merchant Bank Account”) at a bank that is a member of the Automated Clearing House (“ACH”) system and the Federal Reserve wire system. Merchant agrees not to close the Merchant Bank Account without giving Tyler at least thirty (30) days’ prior written notice and substituting another bank account. Merchant is solely liable for all fees and costs associated with Merchant Bank Account and for all overdrafts. Tyler shall not be liable for any delays in receipt of funds or errors in bank account entries caused by third parties, including but not limited to delays or errors by the Member Bank or payment processor to Merchant Bank Account.
b. Settlement. Transactions shall be settled according to the terms of the Member Bank Agreement using the account(s) which are designated by Merchant. c. Chargebacks, Returns and Refunds. Chargebacks, returns and refunds paid for ACH Transactions shall be paid by Merchant in accordance with the Member Bank Agreement.
d. Retrieval Requests. Merchant is required by the Associations to store original documentation, and to timely respond to Retrieval Requests, of each Transaction for at least six months from the date of the respective Transaction, and to retain copies of all such data for at least 18 months from the date of the respective Transaction. Merchant is responsible for any Chargebacks that result from Merchant’s failure to timely respond to Retrieval Requests for documentation relating to a Transaction.

4. FEES AND INVOICING
a. Order Form. Merchant agrees to pay Tyler the fees set forth in or attached to the Order Form for services provided by Tyler and to which this Agreement is hyperlinked or attached. This may include fees for Payment Service Devices or other Equipment that Merchant has elected to purchase or rent as set forth on the Order Form. Fees for purchase will be invoiced upon shipment and Fees for rental will be invoiced annually in advance. All Fees due hereunder are due within 45 days of invoice. The terms and conditions of such purchase or rental are set forth on Exhibit B attached hereto and incorporated herein. b. Adjustments to Pricing. By giving written notice to Merchant, Tyler may change Merchant’s fees, charges and discounts resulting from (i) changes in Association fees (such as interchange, assessments and other charges); (ii) changes in pricing by any third party provider of a product or service used by Merchant; or (iii) other market adjustment. Such new prices shall be applicable as of the effective date established by the Association or third party provider, or as of any Item #5.4.

Exhibit F

3 later date specified in Tyler’s notice to Merchant. In addition, Tyler may update pricing for rental of Equipment by giving written notice to Merchant at the end of any initial rental term or when such Equipment is upgraded to a newer model or replaced in accordance with the pricing set forth on Tyler’s then-current Order Form.
c. Payment of Fees.
i. Online Payments. For payments that are initiated online, a convenience fee or service fee may be assessed to the Cardholder for each payment transaction that is paid electronically using a credit or debit card. Such convenience fee or service fee is set forth in the Order Form and will be charged at the time of the transaction to be deposited directly into a Tyler bank account from which all fees associated with processing and settling the Card Transactions will be paid.
ii. Over the Counter Payments. For payments that are initiated in your offices, a service fee may be assessed to the Cardholder for each payment transaction as set forth in the Order Form, and such fees will be charged at the time of the transaction to be deposited directly into a Tyler bank account from which all fees associated with processing and settling the transactions will be paid. For all other fees, Tyler shall invoice Merchant for services and service fees on a monthly basis, unless otherwise set forth in the Order Form. Each invoice shall state the total invoiced amount and shall be accompanied by a reasonably detailed itemization of services and service fees. Following receipt of a properly submitted invoice, the Merchant shall pay amounts owing therein thirty (30) days in arrears. iii. Absorbed Payments. For payments that are initiated online and/or inperson, the Merchant may elect to pay for all fees related to the transaction including, without limitation, interchange fees, dues, assessments, card brand fees, and Tyler fees.
iv. eCheck/ACH Payments. In addition, Tyler shall be authorized to charge eCheck/ACH fees and other fees specified in an Order Form to the end user. Unless otherwise set forth in the Order Form, fees will be charged at the time of the transaction to be deposited directly into a Tyler bank account.

5. LICENSE
Tyler hereby grants Merchant a non-exclusive, revocable license to use the Tyler Intellectual Property (as defined in Section 1.c) for the limited purpose of performing under this Processing Agreement. Merchant shall at all times be responsible for compliance with applicable law and Association Rules. Unless otherwise provided in a separate agreement between Tyler and Merchant, any Intellectual Property or machinery provided by Tyler, but not developed by Tyler, is being licensed or purchased by Merchant directly from the manufacturer or developer of such machinery or Intellectual Property. Merchant acknowledges that the license granted herein is limited Item #5.4.

Exhibit F

4 to Merchant’s use exclusively and that Merchant does not have the right to sub-license any of the Intellectual Property in either their original or modified form. Merchant agrees that it shall not reverse-engineer, disassemble or decompile the Intellectual Property.

Merchant shall not give any third party, except Merchant’s employees, access to the Intellectual Property without Tyler’s prior written consent.

6. THIRD PARTY PROVIDERS
Tyler may, in its sole discretion, contract with alternate Members, payment processors or other third party providers to provide services under this Processing Agreement. In such event, Merchant shall reasonably cooperate with Tyler, including the execution of a new Member Bank Agreement by Merchant; provided, however, that if the terms and conditions of the new Member Bank Agreement are substantially different than Merchant’s existing Member Bank Agreement, then Merchant shall have the right to terminate this Processing Agreement.

7. CONFIDENTIAL AND PROPRIETARY

INFORMATION
a. Protection of Tyler Confidential and Proprietary Information. Merchant shall not disclose, disseminate, transmit, publish, distribute, make available, or otherwise convey Tyler Confidential and Proprietary Information, and Merchant shall not use, make, sell, or otherwise exploit any such Tyler Confidential and Proprietary Information for any purpose other than the performance of this Processing Agreement, without Tyler’s written consent, except: (a) as may be required by law, regulation, judicial, or administrative process; or (b) as required in litigation pertaining to this Processing Agreement, provided that Tyler is given advance notice of such intended disclosure in order to permit it the opportunity to seek a protective order. Merchant shall ensure that all individuals assigned to perform services herein shall abide by the terms of this Section 7(a) and shall be responsible for breaches by such persons.
b. Judicial Proceedings. If Merchant is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, or other similar process) to disclose any Tyler Confidential and Proprietary Information, Merchant shall provide Tyler with prompt written notice of such request or requirement so that Tyler may seek protective orders or other appropriate remedies and/or waive compliance with the provisions of this Processing Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by Tyler, Merchant nonetheless is legally compelled to disclose Tyler Confidential and Proprietary Information to any court or tribunal or else would stand liable for contempt or suffer other censure or penalty, Merchant may, without liability herein, disclose to such court or tribunal only that portion of Tyler Confidential and Proprietary Information which the court requires to be disclosed, provided that Merchant uses reasonable Item #5.4.

Exhibit F

5 efforts to preserve the confidentiality of Tyler Confidential and Proprietary Information, including, without limitation, by cooperating with Tyler to obtain an appropriate protective order or other reliable assurance that confidential treatment shall be accorded Tyler Confidential and Proprietary Information. c. Security of User IDs and Passwords. Merchant is solely responsible for maintaining the confidentiality of its user IDs and passwords and all activities that occur under Merchant’s user IDs, even if fraudulent or not authorized by Merchant. Merchant acknowledges the heightened risk associated with access to its User IDs, passwords, transaction and account information (collectively, “Account Information”). Merchant represents and warrants that (i) Merchant will comply with applicable Association Rules and applicable law, (ii) Merchant will establish policies and procedures to protect such information in conformity with Association Rules and applicable law, including the storage and disclosure of such Account Information, (iii) Merchant will exercise reasonable care to prevent use or disclosure of Account Information. Merchant, and not Tyler, will be solely responsible for all activity, including all approvals, Transactions, chargebacks, returns and refunds processed, using Merchant’s user IDs and passwords. If a forensic investigation is initiated by a Card Network, Member, Tyler or Tyler’s Processor, then Merchant agrees to cooperate with such investigation until it is complete, including, without limitation, by providing logs related to its User IDs and passwords and Merchant’s compliance with Association Rules and applicable law.

8. REPRESENTATIONS AND

WARRANTIES
a. No Actions, Suits, or Proceedings. There are no actions, suits, or proceedings, pending or, to the knowledge of Tyler, threatened, that shall have a material adverse effect on Tyler’s ability to fulfill its obligations pursuant to or arising from this Processing Agreement.
b. Compliance with Laws and PCI DSS. Tyler and Merchant shall comply in all material respects with applicable federal, state, and local statutes, laws, ordinances, rules, and regulations. Merchant shall comply with PCI DSS version

4.0 and any more current versions or amendments thereto, including, without limitation, any relevant maintenance, inspection, scanning, remediation and training obligations set forth therein.
c. Ownership. Tyler is a Delaware corporation that is listed for trading on the New York Stock Exchange.
d. Certain Business Practices. Neither Tyler nor any of its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in this Processing Agreement by any federal department or agency. Tyler further represents and warrants that it is not listed on any local, state or federal consolidated list of debarred, suspended, and ineligible contractors and grantees.

Item #5.4.

Exhibit F

6 e. Equipment Manufacturer Warranties. Tyler will pass through to Merchant any applicable manufacturer warranties that apply to Equipment purchased by Merchant through this Agreement.
f. Disclaimer of Implied Warranties. EXCEPT FOR THE EXPRESS WARRANTIES

PROVIDED IN THIS PROCESSING AGREEMENT AND TO THE MAXIMUM

EXTENT PERMITTED BY APPLICABLE LAW, TYLER HEREBY DISCLAIMS

ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS,

IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY

IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY
TYLER’S LIABILITY TO MERCHANT FOR DAMAGES ARISING OUT OF OR IN

CONNECTION WITH THIS PROCESSING AGREEMENT, WHETHER BASED ON A

THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT

LIABILITY, SHALL BE LIMITED TO THE TOTAL FEES PAID TO TYLER UNDER THIS

PROCESSING AGREEMENT (NET OF ASSOCIATION INTERCHANGE,

ASSESSMENTS AND FINES) FOR THE SIX MONTHS PRIOR TO THE TIME THE LIABILITY AROSE.

WHILE BOTH PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR

SERVICES TO WHICH THE UNIFORM COMMERCIAL CODE DOES NOT APPLY, IN

NO EVENT SHALL TYLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR

SPECIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST

REVENUES OR PROFITS, OR LOSS OF BUSINESS OR LOSS OF DATA ARISING

OUT OF THIS PROCESSING AGREEMENT, IRRESPECTIVE OF WHETHER THE PARTIES HAVE ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGE.

10. INDEMNIFICATION
a. Chargebacks and Refunds. Merchant acknowledges that Tyler has agreed to be responsible for some of Merchant’s obligations to a Member for Transactions and Association Rules as set forth in the Member Bank Agreement. Member should debit the Merchant Account for chargebacks, returns, refunds, assessments, penalties and fines, and in the event Member assesses any such amounts to Tyler, including any amounts in excess of the balance of the Merchant Account, Tyler shall invoice the same to Merchant.
b. Applicable Law and Interpretations: Merchant shall indemnify and hold harmless Tyler from and against any claim or action related to Merchant’s violation of applicable law and/or Association Rules including without limitation any election to apply custom fee structures or customer surcharges.
c. Intellectual Property.
i. Tyler retains all ownership and copyright interest in and to any and all intellectual property, computer programs, related documentation, technology, know how and processes developed by Tyler and Item #5.4.

Exhibit F

7 provided in connection with this Processing Agreement (collectively, the “Intellectual Property”),
ii. Notwithstanding any other provision of this Processing Agreement, if any claim is asserted, or action or proceeding brought against Merchant that alleges that all or any part of the Intellectual Property, in the form supplied, or modified by Tyler, or Merchant’s use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right of any third party, Merchant, upon its awareness, shall give Tyler prompt written notice thereof. Tyler shall defend, and hold Merchant harmless against, any such claim or action with counsel of Tyler’s choice and at Tyler’s expense and shall indemnify Merchant against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Merchant shall cooperate with and may monitor Tyler in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as Tyler may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Intellectual Property made by Merchant, or any third party pursuant to Merchant’s directions, or upon the unauthorized use of the Intellectual Property by Merchant.
d. If the Intellectual Property becomes the subject of a claim of infringement or misappropriation of a copyright, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, Tyler shall, at its sole cost and expense, select and provide one of the following remedies, which selection shall be in Tyler’s sole discretion: (a) promptly replace the Intellectual Property with a compatible, functionally equivalent, non-infringing system; or (b) promptly modify the Intellectual Property to make it non-infringing; or (c) promptly procure the right of Merchant to use the Intellectual Property as intended.

11. TAXES
a. Tax Exempt Status. Merchant is a governmental tax-exempt entity and shall not be responsible for any taxes for any Licensed Property or services provided for herein, whether federal or state. The fees paid to Tyler pursuant to this Processing Agreement are inclusive of any applicable sales, use, personal property, or other taxes attributable to periods on or after the Effective Date of this Processing Agreement.
b. Employee Tax Obligations. Each party accepts full and exclusive liability for the payment of any and all contributions or taxes for Social Security, Workers’ Compensation Insurance, Unemployment Insurance, or Retirement Benefits, Pensions, or annuities now or hereafter imposed pursuant to or arising from any state or federal laws which are measured by the wages, salaries, or other Item #5.4.

Exhibit F

8 remuneration pay to persons employed by such party for work performed under this Processing Agreement.

12. TERM, SUSPENSION, AND

TERMINATION
a. Term. The term of this Processing Agreement (the “Term”) shall commence on the Effective Date and shall continue in effect for three years unless otherwise set forth on an Order Form; provided, however, that at the end of such initial term, and on each subsequent anniversary of the Effective Date, the term shall automatically extend for an additional year unless either party provides, at least ninety (90) days prior to the end of the then current term, written notice that it does not wish to extend the term or otherwise terminates the agreement for Cause pursuant to Section 12(b). Notwithstanding the foregoing, Tyler may elect to cease providing payment processing services upon the termination or expiration of Tyler’s other agreement with Merchant to provide Tyler software or services.
b. Termination for Cause. Either party may terminate this Processing Agreement for Cause, provided that such party follows the procedures set forth in this Section (b).
i. For purposes of this Section, “Cause” means either:

A. a material breach of this Processing Agreement, which has not been cured within ninety (90) days of the date
such party receives written notice of such breach;
B. the failure by Merchant to timely pay when due any fees owed to Tyler pursuant to this Processing Agreement and any delinquent amounts remain outstanding for a period
of thirty (30) days after Tyler provides written notice of its intent to terminate for failure to pay;
C. breach of Section 7; or
D. if Tyler becomes insolvent or bankrupt, or is the subject of any proceedings relating to its liquidation or insolvency or for the appointment of a receiver or similar officer for it, has a receiver of its assets or property appointed or
makes an assignment for the benefit of all or substantially all of its creditors, or institutes or causes to be instituted any proceeding in bankruptcy or reorganization or
rearrangement of its affairs.
ii. No party may terminate this Processing Agreement under Section 12 b(i)(A) unless it cooperates in good faith with the alleged breaching party during the cure period and complies in good faith with the dispute resolution procedures set forth in Section 13 following such period.
iii. In the event either party terminates this Processing Agreement pursuant to this Section (b), each party shall return all products, documentation, confidential information, and other information Item #5.4.

Exhibit F

9 disclosed or otherwise delivered to the other party prior to such termination, all revocable licenses shall terminate.
c. Survival. The following provisions shall survive after the Term of this Processing Agreement: 2(c); 3; 4(c); 7; 10; 11; 12; 13; 14; and 15.

13. DISPUTE RESOLUTION
Any dispute arising out of, or relating to, this Processing Agreement that cannot be resolved within five (5) Business Days shall be referred to the individual reasonably designated by Merchant and Tyler’s representative assigned to Merchant’s account (“Intermediary Dispute Level”). Any dispute that cannot be resolved in ten (10) Business Days at the Intermediary Dispute Level shall then be referred to Merchant’s chief executive officer or other individual reasonably designated by Merchant and Tyler’s applicable division President (“Executive Dispute Level”), at such time and location reasonably designated by the parties. Any negotiations pursuant to this Section are confidential and shall be treated as compromise and settlement negotiations for purposes of the applicable rules of evidence. For any dispute that the parties are unable to resolve through informal discussions or negotiations or pursuant to the dispute resolution and escalation procedures set forth in this Processing Agreement, the parties shall submit the matter to non-binding mediation prior to the commencement of any legal proceeding. The foregoing shall not apply to claims for equitable relief under Section 7.

14. MISCELLANEOUS
a. Assignment. Neither party may assign this Processing Agreement or any of its respective rights or obligations herein to any third party without the express written consent of the other party, which consent shall not be unreasonably withheld.
b. Cumulative Remedies. Except as specifically provided herein, no remedy made available herein is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy provided herein or available at law or in equity.
c. Notices. Except as otherwise expressly specified herein, all notices, requests or other communications shall be in writing and shall be deemed to have been given if delivered personally or mailed, by certified or registered mail, postage prepaid, return receipt requested, to the parties at their respective addresses set forth on the signature page hereto, or at such other addresses as may be specified in writing by either of the parties. All notices, requests, or communications shall be deemed effective upon personal delivery or three (3) days following deposit in the mail. Notwithstanding the foregoing, notice shall be deemed delivered when provided in connection with billing or invoicing. d. Counterparts. This Processing Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Item #5.4.

Exhibit F

10 e. Waiver. The performance of any obligation required of a party herein may be waived only by a written waiver signed by the other party, which waiver shall be effective only with respect to the specific obligation described therein. f. Entire Agreement. This Processing Agreement constitutes the entire understanding and contract between Tyler and Merchant for payment processing services (as detailed in an Order Form) and supersedes any and all prior or contemporaneous oral or written representations, contracts or communications with respect to the subject matter hereof.
g. Amendment. This Processing Agreement shall not be modified, amended, or in any way altered except by an instrument in writing signed by the properly delegated authority of each party. All amendments or modifications of this Processing Agreement shall be binding upon the parties despite any lack of consideration.
h. Severability of Provisions. In the event any provision hereof is found invalid or unenforceable pursuant to judicial decree, the remainder of this Processing Agreement shall remain valid and enforceable according to its terms. i. Relationship of Parties. The parties intend that the relationship between the parties created pursuant to or arising from this Processing Agreement is that of an independent contractor only. Neither party shall be considered an agent, representative, or employee of the other party for any purpose. j. Governing Law. Any dispute arising out of or relating to this Processing Agreement or the breach thereof shall be governed by the laws of the state of Merchant’s domicile, without regard to or application of choice of law rules or principles.
k. Audit. Tyler shall maintain complete and accurate records of all work performed pursuant to and arising out of this Processing Agreement. Merchant may, upon the written request, audit any and all records of Tyler relating to services provided herein. Merchant shall provide Tyler twenty-four hour notice of such audit or inspection. Tyler shall have the right to exclude from such inspection any Tyler Confidential and Proprietary Information not otherwise required to be provided to Merchant as a part of this Processing Agreement. Any such audit shall be conducted at Tyler’s principal place of business during Tyler’s normal business hours and at Merchant’s sole expense.
l. No Third Party Beneficiaries. Nothing in this Processing Agreement is intended to benefit, create any rights in, or otherwise vest any rights upon any third party. m. Contra Proferentem. The doctrine of contra proferentem shall not apply to this Processing Agreement. If an ambiguity exists in this Processing Agreement, or in a specific provision, neither the Agreement nor the provision shall be construed against the party who drafted the Agreement or provision. n. Force Majeure. No party to this Processing Agreement shall be liable for delay or failure in the performance of its contractual obligations arising from any one or more events that are beyond its reasonable control, including, without limitation, acts of God, war, terrorism, and riot. Upon such delay or failure affecting one party, that party shall notify the other party and use all reasonable efforts to cure or alleviate the cause of such delay or failure with a view to resuming performance of its contractual obligations as soon as practicable.

Item #5.4.

Exhibit F

11 Notwithstanding the foregoing, in every case the delay or failure to perform must be beyond the control and without the fault or negligence of the party claiming excusable delay. Any performance times pursuant to or arising from this Processing Agreement shall be considered extended for a period of time equivalent to the time lost because of any delay that is excusable herein. This section does not excuse any party from payment obligations under this Processing Agreement.
o. Equitable Relief. Each party covenants, represents, and warrants that any violation of this Processing Agreement by such party with respect to its respective obligations set forth in Section 7 shall cause irreparable injury to the other party and shall entitle the other party to extraordinary and equitable relief by a court of competent jurisdiction, including, without limitation, temporary restraining orders and preliminary and permanent injunctions, without the necessity of posting bond or security.

15. CERTAIN DEFINITIONS
a. Association means a group of Card issuer banks or debit networks that facilitates the use of payment cards accepted under this Processing Agreement for processing, including, without limitation, Visa, U.S.A., Inc., MasterCard International, Inc., Discover Financial Services, LLC and other credit and debit card providers, debit network providers, gift card and other stored value and loyalty program providers. Associations also includes the Payment Card Industry Security Standards Council and the National Automated Clearinghouse Association.
b. Association Rules means the bylaws, rules, and regulations, as they exist from time to time, of the Associations.
c. Card or Payment Card means an account, or evidence of an account, authorized and established between a Cardholder and an Association, or representatives or members of an Association that Merchant accepts from Cardholders as payment for a good or service. Payment Instruments include, but are not limited to, credit and debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates and credit accounts. d. Cardholder means the person to whom a Card is issued or who is otherwise entitled to use a Card.
e. Chargeback means a reversal of a Card sale Merchant previously presented pursuant to Association Rules.
f. Member or Member Bank means an entity that is a member of the Associations. g. Order Form means a document listing the pricing associated with this Processing Agreement.
h. Processing Agreement means this Payment Card Processing Agreement, including all exhibits attached hereto and to be attached throughout the Term of this Processing Agreement, all of which are incorporated by reference herein. i. Retrieval Request means a request for information by a Cardholder or Card issuer relating to a claim or complaint concerning a Card sale Merchant has made.

Item #5.4.

Exhibit F

12 j. Transaction means the evidence and electronic record of a sale or lease transaction representing payment by use of a Card, echeck/ACH, digital payment or of a return/refund/credit to a Cardholder or any other payor. k. Tyler Confidential and Proprietary Information means all information in any form relating to, used in, or arising out of Tyler’s operations and held by, owned, licensed, or otherwise possessed by Tyler (whether held by, owned, licensed, possessed, or otherwise existing in, on or about Tyler’s premises or Merchant’s offices, residence(s), or facilities and regardless of how such information came into being, as well as regardless of who created, generated or gathered the information), including, without limitation, all information contained in, embodied in (in any media whatsoever) or relating to Tyler’s inventions, ideas, creations, works of authorship, business documents, licenses, correspondence, operations, manuals, performance manuals, operating data, projections, bulletins, customer lists and data, sales data, cost data, profit data, financial statements, strategic planning data, financial planning data, designs, logos, proposed trademarks or service marks, test results, product or service literature, product or service concepts, process data, specification data, know how, software, databases, database layouts, design documents, release notes, algorithms, source code, screen shots, other research and development information and data, and Intellectual Property. Notwithstanding the foregoing, Tyler Confidential and Proprietary Information does not include information that: (a) becomes public other than as a result of a disclosure by Merchant in breach hereof; (b) becomes available to Merchant on a non-confidential basis from a source other than Tyler, which is not prohibited from disclosing such information by obligation to Tyler; (c) is known by Merchant prior to its receipt from Tyler without any obligation of confidentiality with respect thereto; or (d) is developed by Merchant independently of any disclosures made by Tyler.

Exhibit A
American Express Sponsored Merchant Terms
(“SMT”)

1. Compliance. If Merchant, also referred to herein as “Sponsored Merchant,” accepts American Express cards as a form of payment processed through Tyler’s electronic filing or electronic payment systems, Client agrees to do so in accordance with the terms and conditions of this SMT.

2. Merchant Operating Guide. Merchant agrees to comply with the terms and conditions of the American Express Merchant Operating Guide found at: www.americanexpress.com/merchantopguide. Such terms and conditions shall include, without limitation, provisions relating to: (i) trademarks and brand requirements; (ii) applicable laws; (iii) binding arbitration; and (iv), website display requirements.

3. Re-directing Prohibited. Merchant agrees it shall not process Transactions, or receive any payments, on behalf of (unless otherwise required by law) any other party.

Item #5.4.

Exhibit F

13 4. American Express Liability. SPONSORED MERCHANT ACKNOWLEDGES AND

AGREES THAT IN NO EVENT SHALL AMERICAN EXPRESS, ITS

AFFFILIATES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO

SPONSORED MERCHANT FOR ANY DAMAGES, LOSSES, OR COSTS

INCURRED, INCLUDING INCIDENTAL, INDIRECT, SPECULATIVE,

CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF

ANY KIND (WHETHER BASED ON CONTRACT, TORT, INCLUDING

NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES,

REGULATIONS, OR ANY OTHER THEORY), ARISING OUT OF OR IN CONNECTION WITH THIS SMT.

5. Third-Party Beneficiaries. Sponsored Merchant acknowledges and agrees that American Express has the right, but not the obligation, to the benefits of this SMT that will provide American Express the ability to enforce the terms of this SMT against the Sponsored Merchant. The Sponsored Merchant further acknowledges and agrees that it will not be deemed a beneficiary under any agreement between American Express and Tyler, and will not have the ability to make any claim or assert any right under such agreement between Tyler and American Express.

6. Definitions. Except as defined herein or otherwise required by the context herein, all defined terms used herein have the meaning ascribed to such terms as set forth in the Agreement between Tyler and Merchant or the American Express Merchant Operating Guide.

Exhibit B
Payment Service Devices/Equipment – Rental
and Purchase
This Exhibit A is incorporated into that certain Payment Processing Agreement between Tyler and Merchant (the “Processing Agreement”).

1. TERMS APPLICABLE TO BOTH PURCHASE AND RENTAL OF EQUIPMENT a. Generally. Tyler will provide PCI-compliant Payment Service Devices as elected by Merchant and described in the Order Form and related equipment for rent or purchase during the term of this Agreement for the fees set forth in the Order Form.
b. Shipping Timelines. Tyler shall ship newly-requested Payment Service Devices (and associated supplies, such as printers, cables, power supplies, mounting hardware or other equipment identified in an Order Form) (“Equipment”) to Merchants within (a) 14 calendar days of the request or (b) 14 calendar days prior to payment service commencement/go-live, whichever is later. Tyler shall ship failurerelated replacement Equipment to Merchants within two (2) Business Days of a written request. Shipping timelines are subject to Payment Service Device availability by the applicable manufacturer or supplier and shall be extended until such devices become available.

Item #5.4.

Exhibit F

14 c. Delivery and Acceptance. Tyler will deliver the Equipment to the location designated by Merchant in the Order Form. If an address for delivery is not expressly designated in the Order Form, such Equipment will be delivered to Merchant’s address otherwise set forth in the Order Form. Merchant will be deemed to have accepted each piece of Equipment on the earlier of (i) when Merchant acknowledges receipt, and (ii) seven days after shipment of each such piece of Equipment, unless Tyler is notified earlier in writing by Merchant that the Equipment has not been received or is not functional. d. Rights and Restrictions. Tyler shall process payments received from Merchant’s Payment Service Devices provided by Tyler. Merchant acknowledges that the Payment Service Devices are embedded with proprietary encryption technology that will be injected by Tyler’s designee into the Payment Services Devices. Merchant agrees that all of Merchant’s over-the-counter transactions processed through a Tyler application will be required to use Payment Service Devices provided by Tyler. Merchant will maintain each Payment Service Device in its possession and will not permit any physical alteration or modification of any piece of Equipment. Each piece of Equipment will be used only in the ordinary course of Merchant’s business in connection with Tyler applications. The Equipment is not being sold or rented to the Merchant for home or personal use. Merchant acknowledges that the Equipment rented or purchased through this Exhibit may not be compatible with another processor’s systems.

Merchant hereby grants Tyler a security interest in (i) all Equipment to secure payment of the purchase price, and (ii) all Equipment to secure payment of the monthly rental payments. Merchant authorizes Tyler to file financing statements with respect to the Equipment in accordance with the Uniform Commercial Code, signed by Tyler directly or as Merchant’s attorney-in-fact.
e. Change Notice. Tyler shall provide thirty (30) calendar days written notice for Equipment changes that affect Merchants, which includes, without limitation, when Tyler will no longer support a Payment Service Device. Tyler will only be obligated to replace Equipment when a Payment Service Device is no longer capable of functioning or Tyler ends support of the specific make and model of the Equipment.

2. TERMS APPLICABLE ONLY TO EQUIPMENT PURCHASED
Tyler will sell to Merchant the Equipment identified in the Order Form, free and clear of all liens and encumbrances, expect that any proprietary encryption technology included within the Payment Service Devices or any other Tyler Intellectual Property will be provided to you pursuant to the License set forth in Section 5 of the Agreement. Maintenance and repair of Merchant-purchased Equipment is the responsibility of Merchant, unless Merchant has purchased Tyler’s maintenance services for Payment Service Devices.

Item #5.4.

Exhibit F

15 3. TERMS APPLICABLE ONLY TO EQUIPMENT RENTAL
a. Tyler will rent to Merchant the Equipment identified in the Order Form, as set forth herein. The rental period will commence when the Equipment is deemed accepted. At the end of the rental term identified in an Order Form or when the Agreement is terminated, Merchant will promptly return each piece of Equipment to Tyler at Merchant’s cost, in the same condition as when received, ordinary wear and tear excepted, unless otherwise directed by Tyler. The rental period will terminate when Equipment is returned to Tyler at 840 West Long Lake Road, Detroit, Michigan 48098, Attention: Tyler Payments, or at an earlier date specified by Tyler in writing. The following information must be included within the shipping box: (i) Merchant name, complete address and phone number; (ii) name of person to contact if there are any questions; (iii) your Merchant account number; and (iv) serial number of the Equipment. Merchant will retain proof of delivery documents and the applicable serial number. For any piece of Equipment that is not returned to Tyler in accordance with this paragraph, Merchant will pay Tyler the greater of $250.00 or the fair market value of such piece of Equipment as if it were in the condition described herein.
b. Merchant will not assign its rights or obligations under this Exhibit, or pledge, lend, create a security interest in, incur any liens or encumbrances on, or sublease the Equipment to any other person or entity without Tyler’s prior written consent. Any such assignment, delegation, sublease, pledge, security interest or lien in the absence of consent shall be void.
c. The provisions of this Exhibit will survive the termination or expiration of the Agreement and continue until all rented Equipment is returned to Tyler or paid for.

Item #5.4.

Exhibit G

1 Exhibit G
AP Automation Terms
AP Automation Payment Terms
of Use
This Payment Services Agreement, together with the exhibits attached hereto, constitute the entire agreement (the “Agreement”) with respect to the Vendor Payment Services. This Agreement is made and entered into by and between the Tyler client who has purchased such (“Customer”), Tyler Technologies, Inc., a Delaware corporation (“Tyler”), and Corpay, Inc., an Oregon corporation (“NvoicepayCorpay”), a subsidiary of FleetCor Technologies, Inc., on behalf of itself and its affiliate, Comdata Inc. (Customer, Tyler, and NvoicepayCorpay are sometimes collectively referred to herein as the “parties” or individually as a “party”) and is effective as of the date that Customer accepted this Agreement through either online click, email, or written signature (the “Effective Date”). This Agreement supersedes all other agreements, oral or written, with respect to the products and services offered hereunder.

WHEREAS, Tyler and Customer are parties to a certain agreement (the “Master Agreement”) under which Customer has purchased the right to use certain Tyler software (“Tyler Software”);
WHEREAS, through the Tyler Software, Corpay facilitates check and virtual credit card payments to vendors (“Vendor Payment Services”) in accordance with the terms set forth in the Corpay Terms of Use attached hereto as Exhibit A and incorporated herein (“Terms of Use”). As used in the Terms of Use, “you” means Customer and “your” means Customer’s;
WHEREAS, Customer desires that Tyler and Corpay facilitate Vendor Payment Services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties hereto agree as follows:

1. Terms of Use. As a condition to Tyler and Corpay enabling Vendor Payment Services functionality, Customer hereby agrees to be bound by and to comply at all times with the Terms of Use. Customer shall provide Corpay, through a Tyler Software interface with Corpay Software, all of Customer’s required information and all of Customer’s required vendor payment information set forth in Section 1 of the Terms of Use. Corpay shall have no liability for relying upon such information provided by Customer and/or Tyler.

Item #5.4.

Exhibit G

2 2. Customer Support. Customer shall direct initial service and support inquires related to Vendor Payment Services to Tyler to be addressed in accordance with the terms of the Master Agreement. At Tyler’s discretion, Customer inquiries may be passed to Corpay. Tyler will have access to Customer’s instance of Corpay Software in order to support the Customer.

3. Vendor Payment Services. Corpay will provide Vendor Payment Services to Customer in accordance with the Terms of Use and Customer agrees that Corpay will be its exclusive provider of such Vendor Payment Services. For the sake of clarity, Customer has no obligation to make direct payments to Tyler under this Agreement in connection with Vendor Payment Services. Annual reports shall be delivered or made available by Tyler no later than thirty (30) days following the end of each calendar year and shall be delivered in the form and manner determined by Tyler.

4. Term; Termination.

This Agreement will become effective as of the Effective Date and will continue for a period of five (5) years (the “ Initial Term”), unless terminated earlier by one of the parties in accordance herewith. This Agreement will automatically renew after the Initial Term for successive terms of three (3) years each for as long as the Master Agreement and the Terms of Use are in effect, unless one party gives written notice to the other parties of its intention to terminate this Agreement not less than three (3) months nor more than six (6) months prior to the end of the then current term. Notwithstanding the foregoing provisions of this Section 4, this Agreement shall automatically terminate upon termination of the Terms of Use by Corpay, with prompt notice thereafter to Tyler or the Master Agreement, with prompt notice thereafter to Corpay. This Agreement may be terminated at the option of Tyler or Customer by written notice to the other parties hereto delivered ninety (90) days in advance.

5. Representations by Corpay. Corpay hereby represents and warrants to Customer in accordance with the representations, warranties, and disclaimers provision on the Terms of Use that:
a. In transmitting or depositing Customers’ funds, and having its third party service providers transmit or deposit funds under this Agreement, Corpay will not breach, nor cause Customer to breach, any federal, state, or local law or regulation requiring public entity funds to be held only in financial institutions that are qualified public depositories;
b. Corpay will deliver the Vendor Payment Services to Customer vendors within the time periods set forth in the Terms of Use; c. Corpay will cause the settlement account to be set up with the processing bank such that the Customer’s funds are separately accounted for at all times in such settlement account;
d. To the extent available under applicable law, at all times that Customer funds are being held by Corpay’s associated banking institutions on behalf of Customer in connection with the provision of Vendor Payment Services, Customer will be entitled to the full $250,000 FDIC insurance for such funds;
Item #5.4.

Exhibit G

3 e. Corpay shall maintain a data security plan (“Security Plan”) which embodies industry standard security to protect Customer and Tyler systems, network devices, and/or the data processed thereon against the risk of penetration by, or exposure to, a third party via any system, method, or feature used by Corpay in providing the Vendor Payment Services. Unless otherwise specified in the Security Plan, such protections shall include, without limitation: (a) protection against client-side intrusions, (b) encryption of confidential information, (c) security of computer systems and network devices, (d) protection against intrusions of operating systems or software.

Corpay shall implement and maintain current industry standard antivirus measures to detect, prevent, and remove computer viruses and/or other contaminants designed to damage, alter, delete, disable, or permit unauthorized access to the databases, systems, equipment, or property to or from Tyler’s systems and equipment, and to prevent the spread of computer viruses between the parties which access or exchange data or software through any network connectivity; and f. Corpay shall comply with all applicable privacy laws and regulations.

Corpay shall maintain security controls over resources it provides on behalf of Customers, which controls shall protect the confidentiality, privacy, integrity, and availability of Customer information including, without limitation, all information provided by Customer in connection with the Vendor Payment Services. Unless otherwise specified in the Security Plan, such controls shall include, without limitation: (a) requirement of unique identification and authorization of all users, (b) limitation of administrator level control to only authorized persons, (c) implementation of access controls on all data, software, or other filesystem objects limiting access only to authorized users, (d) allowing only the data protocols required for the function and management of the solution to be transmitted or utilized, (e) ensuring the integrity of all data stored or processed, and (f) prevention of the loss of data processed or transferred. Corpay shall take all commercially reasonable efforts to monitor all service, equipment, partner integration test environments, and communication links for security breaches, violations, and suspicious activity, and shall provide prompt notice of any breach consistent with applicable state law.

6. Indemnification by Corpay. Corpay shall indemnify, defend, and hold harmless Customer and its directors, officers, employees, and agents from and against any and all claims, damages, losses, penalties, fines, expenses, costs, and/or liabilities (including attorneys’ fees and court costs) that are caused by or result in any way from a breach of any representation made by Corpay in Section 5 in accordance with the indemnification provisions of the Terms of Use.

7. Warranty Disclaimer. TYLER MAKES NO WARRANTY OF ANY KIND

REGARDING THE VENDOR PAYMENT SERVICES OR ANY SERVICES
ASSOCIATED THEREWITH, ALL OF WHICH ARE PROVIDED ON AN "AS IS" BASIS. TYLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR
Item #5.4.

Exhibit G

4 WARRANTY THAT THE VENDOR PAYMENT SERVICES WILL BE ERRORFREE, SECURE, OR UNINTERRUPTED. TYLER DOES NOT REPRESENT OR

WARRANT THAT CUSTOMER WILL RECEIVE ANY PARTICULAR RESULTS

BY USE OF THE VENDOR PAYMENT SERVICES OR THAT THE VENDOR PAYMENT SERVICES WILL BE ERROR FREE OR MEET CUSTOMER’S
REQUIREMENTS.

8. Implied Warranties. TYLER EXPRESSLY DISCLAIMS ALL IMPLIED

WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES AND

CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY

STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

9. Assignment and Subcontracting. This Agreement and all of its provisions shall be binding upon and inure to the benefit of each Party and its successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, provided that Corpay shall be allowed to engage third-party subcontractors as set forth in the Terms of Use in order to perform Corpay’s obligations under the Terms of Use. Any attempt to assign any rights or delegate any duties or obligations that arise under this Agreement without the required written consent shall be void.

10. Dispute Resolution. In the event of a dispute, the aggrieved party agrees to provide each other party with written notice within thirty (30) days of becoming aware of such dispute. Each party agrees to cooperate in trying to reasonably resolve all disputes, including, if requested by any other party, appointing a senior representative to meet and engage in good faith negotiations. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If the parties fail to resolve the dispute, a party may assert its respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent any party from seeking necessary injunctive relief during the dispute resolution procedures.

11. Waivers. Compliance with this Agreement may be waived only by a written instrument specifically referring to this Agreement and signed by the party waiving compliance. No course of dealing, nor any failure or delay in exercising any right, shall be construed as a waiver, and no single or partial exercise of a right shall preclude any other or further exercise of any right.

12. Time Periods. Any action required hereunder to be taken within a certain number of days shall be taken within that number of calendar days; provided, however, that if the last day for taking such action falls on a weekend or a holiday, the period during which such action may be taken shall be automatically extended to the next business day.

Item #5.4.

Exhibit G

5 13. Notices. All notices or communications required or permitted as a part of this Agreement must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth below (in the case of Tyler or Corpay) or on the Master Agreement (for Customer) or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party.

Notices for Tyler
Tyler Technologies, Inc.
1 Tyler Drive
Yarmouth, ME 04096
Attention: Chief Legal Officer
Notices for Corpay
Corpay, Inc.
8905 SW Nimbus Avenue, Suite 240
Beaverton, OR 97008
Attention: Legal Department

14. Entire Agreement. This Agreement and the agreements and documents referred to in this Agreement or delivered hereunder are the exclusive statement of the agreement among the parties concerning the subject matter. All negotiations are merged into this Agreement, and there are no representations, warranties, covenants, understandings, or agreements, oral or otherwise, in relation thereto among the parties other than those incorporated herein and to be delivered hereunder. Except as otherwise modified or amended herein, each of the Master Agreement and the Terms of Use remain unchanged and in full force and effect in accordance with their respective terms and are hereby ratified and confirmed in every respect. Tyler and Corpay reserve the right to update the terms of this Payment Services Agreement, inclusive of Exhibit A, upon advance notice Customer.

15. Governing Law. This Agreement shall be governed by and construed in accordance with laws in effect in the state of Customer without giving effect to the principles of conflict of laws thereunder.

16. Force Majeure. No party shall be held liable or responsible to any other party or be deemed to have breached or defaulted under this Agreement for failure or delay in performing its obligations hereunder or thereunder to the extent, and as long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, which would not have been avoided by the exercise of due care and reasonable prudence, and the observance of reasonable standards, including, without limitation, fire, floods, earthquakes, hurricanes, tornadoes, embargoes, war, acts of terrorism, insurrections, sabotage, riots, civil commotions, strikes, lockouts, global pandemic, or other labor disturbances, acts of God, omissions or delays in acting by any governmental authority, and acts of a government or agency thereof and judicial orders or decrees (each a “Force Majeure Event”). In the event of occurrence of Item #5.4.

Exhibit G

6 the foregoing, each Party must use commercially reasonable efforts to mitigate the adverse consequence of such cause or Force Majeure Event.

17. Counterparts. This Agreement may be executed in counterparts, which taken together shall constitute one and the same instrument. The facsimile, email, or other electronically delivered signatures of the parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals.

Exhibit A: Corpay Terms of Use
Your use of Corpay Essentials, which is comprised of Corpay Software and Corpay Electronic Payment Services (each as defined below). through the software platform (“Partner’s Platform”) of Tyler Technologies (“Partner”), the strategic partner of Nvoicepay, Inc. d/b/a Corpay (“Corpay”) that referred you to become a customer of Corpay, is governed by this Terms of Use (this “TOU”). Although you are in direct engagement with Partner and not with Corpay for use of Partner’s Platform, you acknowledge that the payment module of Partner’s Platform you have chosen to use is operated by Corpay and governed by this TOU. In order to make electronic payments through Partner’s Platform using the Corpay Software and Corpay Electronic Payment Services, you must provide information to Partner who will then provide such information to Corpay and you must accept the terms and conditions of this TOU. “Corpay Software” means the Corpay software made available to Partner on your behalf in connection with the Corpay Electronic Payment Services; and “Corpay Electronic Payment Services” mean the payment card and printed check payment services offered by Corpay under this TOU.

1. Information You Provide Corpay; User IDs, Passwords and Supplier list.

You are responsible for keeping all information you provide to Corpay through Partner accurate and up-to-date, including the proper identification of your bank account(s), authorized contact(s), e-mail address(es), and mailing address(es).

Corpay shall have no liability for relying on any information (including, without limitation, any SupplierSupplier Payment Information (as defined below)) provided by you through Partner as your representative. If the wrong bank account is debited or incorrect supplier is paid in reliance upon information provided by you or Partner on your behalf, Corpay will work with you and Partner and attempt to recover the payment from the actual recipient(s), but you acknowledge that recovery may not succeed and failure to recover shall be solely at your own risk. Corpay reserves the right to suspend or terminate your use through Partner’s Platform of the Corpay Software and Corpay Electronic Payment Services for providing inaccurate or incomplete information.

You are responsible for maintaining the confidentiality of the user ID and password you use to access and/or use Partner’s Platform that interfaces with the Corpay Software and Corpay Electronic Payment Services, and you shall not transfer such user ID and/or password, or lend or otherwise transfer access to Item #5.4.

Exhibit G

7 and/or use of the Corpay Software and/or Corpay Electronic Payment Services through Partner’s Platform, to any third party. You agree to immediately notify Partner and Corpay of any unauthorized use of, or any other breach of security related to, your user ID and/or password. Corpay shall have no liability for any loss or damage arising from your failure to comply with these obligations.

2. Services.

Upon receipt of supplier invoices from you through Partner’s Platform, Corpay will execute upon your payment instructions of such invoices in accordance with this TOU. You acknowledge that Corpay is not a bank or money services business (“MSB”) as defined under the Bank Secrecy Act’s implementing regulations and does not offer banking or MSB (or licensed-money-transmitter) services. You acknowledge that Corpay does not guarantee or have control over or liability for: (i) the products, services, or other consideration that you receive from your suppliers; (ii) the accuracy of the invoices; and/or (iii) whether any payment of any invoice received from you through Partner’s Platform will be made within the timeframe agreed to between you and any particular supplier.

Corpay will electronically debit funds from your bank account as identified to Corpay by you through Partner’s Platform or otherwise(the “Customer Transaction Account”) to instruct payment of all invoices received from you through Partner’s Platform. Prior to any such debit, you agree to provide written authorization to your bank and/or Corpay expressly authorizing Corpay to debit the Customer Transaction Account for the purpose of rendering the Corpay Electronic Payment Services. All debits from the Customer Transaction Account will be originated in accordance with the rules of the National Automated Clearing House Association (the “NACHA Rules”) and Article 4A of the Uniform Commercial Code (“Article 4A”).

For each Supplier invoice for which Corpay makes a payment, Corpay will forward to the applicable supplier remittance information provided by you through Partner’s Platform.

You shall be responsible for ensuring invoices are entered into your accounting system and sent to Corpay through Partner’s Platform for payment by individuals authorized to execute payment instructions on your behalf. You are responsible for ensuring your login credential set for Partner’s Platform is under your control and you are liable for all transactions ordered by any person using the user ID and password you use to access and/or use Partner’s Platform that interfaces with the Corpay Software and Corpay Electronic Payment Services.

You may make a stop payment request for any invoice Corpay receives from you by contacting Corpay Payment Modification Team at
[email protected]. If you request a stop payment, Corpay will use reasonable efforts to act on such request, but Corpay will not be liable if such stop payment request is not successful. Corpay will work with you and Partner to reverse a payment transaction once such transaction has entered the Item #5.4.

Exhibit G

8 banking system, but you acknowledge that Corpay may not have the ability to successfully reverse such payment transaction and you are solely liable if the reversal does not succeed. If you request to cancel or stop a payment to a nonU.S. supplier, you will bear any, and all currency conversion costs and processing fees associated with the reversal of the payment.

You acknowledge and agree that payment errors may occur in the ordinary course of business in connection with the Corpay Electronic Payment Services due to the actions or inactions of you, your suppliers, Partner or Corpay, as applicable. You agree to promptly notify Partner and Corpay upon learning of or suspecting any errors or inaccuracies in any payment or information related to any payment and you shall cooperate with Corpay to correct any payments made that are misdirected, unauthorized, erroneous, or duplicative. When a payment error occurs, Corpay will work expediently to attempt to resolve such payment error and will keep you informed through Partner throughout the resolution process, regardless of whose actions or inactions caused such payment error.

You will bear no liability for payment errors caused by the negligent or contractbreaching actions or inactions of Corpay.

Upon receipt of your Supplier List through Partner’s Platform, Corpay shall review it and remove any duplicates and suppliers who are individuals. Corpay will then match the suppliers remaining on your Supplier List against Corpay’s database of suppliers who have already signed up to receive payments sent by Corpay on behalf of its customers (the “Corpay Supplier Database”). Corpay shall, in the form agreed by you or Partner (e.g., by an email explaining that Corpay is operating as your payment provider), contact any supplier on your Supplier List that is not in the Corpay Supplier Database to sign them up to receive payments. You acknowledge and agree that each supplier shall notify Corpay of the electronic payment method to be used to make payments of such supplier’s invoices (“Supplier Payment Method”). In the event that you provide Corpay either directly or through Partner’s Platform with Supplier Payment Information, Corpay shall not be liable for any payments made in reliance upon such Supplier Payment Information. Supplier bank account information will be held by Corpay as your supplier’s confidential information that won’t be disclosed to any third party, including you, without your supplier’s prior written consent.

Electronic payments may be made to suppliers inside the U.S. only; print check may be sent to Canada and some other international locations.

Corpay cannot control or be responsible for the time it takes financial institutions and payment service providers to process transactions. If Corpay makes a payment of an invoice on a day that is not a Business Day, the payment date will be processed on the next Business Day.

You agree not to use Corpay Software or Corpay Electronic Payment Services for speculative purposes or any payments relating to: MSBs; virtual currency; materials that incite violence, hatred, or racism or are considered obscene; or Item #5.4.

Exhibit G

9 any entity that Corpay has notified you has a fraud or chargeback risk or appears on OFAC sanctioned lists or that Corpay deems, in its reasonable discretion, to pose a reputational risk to Corpay.

Notwithstanding any other terms between the parties, Corpay may take action to comply with regulations or other applicable laws concerning money movement and may refuse to pay any invoice received from you through Partner’s Platform at its absolute discretion without any liability to you provided that Corpay shall attempt to notify you or Partner in advance (or promptly on refusal) unless prohibited by law or judicial order.

3. Funds Flow
When Corpay receives an invoice from you through Partner’s Platform not later than 6:00 p.m. (ET) on Business Day 1, the funds required to pay such invoice will be debited from the Customer Transaction Account on the following Business Day (“Business Day 2”) and credited to a trust account held at and by Silicon Valley Bank for the benefit of Corpay’s customers (the “Trust Transaction Account”). Upon confirmation that such funds have been successfully credited to the Trust Transaction Account on Business Day 2, such funds will be promptly debited from the Trust Transaction Account and disbursed to the applicable supplier on Business Day 2 depending on the applicable payment method as follows: (i) information necessary for electronic print check payments will be sent to our check printer; and (ii) the payment card number for a card payment will be sent to the supplier in a secure email. As used in this TOU, “Business Day” shall mean any day on which U.S. banks are open for business. If you become subject to protective proceedings under the United States Bankruptcy Code or are otherwise under financial distress, in Corpay’s reasonable judgment, Corpay reserves the right, for so long as your bankruptcy proceedings or other financial distress continues, to take up to three (3) additional Business Days after Business Day 2 to confirm that funds have been successfully credited to the Trust Transaction Account before Corpay shall be obligated to disburse funds to suppliers in payment of your invoices.

When Corpay receives an invoice from you through Partner’s Platform after 6:00 p.m. (ET) on Business Day 1, the funds required to pay such invoice will be debited from the Customer Transaction Account on Business Day 3 and credited to the Trust Transaction Account. Upon confirmation that such funds have been successfully credited to the Trust Transaction Account on Business Day 3, such funds will be promptly debited from the Trust Transaction Account and disbursed to the applicable supplier on Business Day 3 depending on the applicable payment method as follows: (i) information necessary for electronic print check payments will be sent to our check printer; and (ii) the payment card number for a card payment will be sent to the supplier in a secure email. If you become subject to protective proceedings under the United States Bankruptcy Code or are otherwise under financial distress, in Corpay’s reasonable judgment, then Corpay reserves the right, for so long as your bankruptcy proceedings or other financial Item #5.4.

Exhibit G

10 distress continues, to take up to three (3) additional Business Days after Business Day 3 to confirm that funds have been successfully credited to the Trust Transaction Account before Corpay shall be obligated to disburse funds in payment of your invoices.

If Corpay receives an invoice from you through Partner’s Platform for which the funds required to pay such invoice cannot be debited from the Customer Transaction Account because of insufficient funds blocking such debit, (i) a $100 NSF fee will be assessed for such invoice; and (ii) Corpay reserves the right to suspend or terminate your use of the Corpay Software and Corpay Electronic Payment Services.

4. Equipment and Software.

To use the Corpay Software and Corpay Electronic Payment Services through Partner’s Platform, you must have your own Internet Service Provider (“ISP”) or other means of accessing the Internet, the necessary computer equipment, and a compatible browser. Corpay is not responsible for the actions or inactions of your ISP or other Internet access provider. Corpay is not responsible for any error, failure or malfunction of your computer or your or Partner’s software. Corpay is not responsible for any security breach, compromise, intrusion, misuse and/or failure accomplished via, using, or exploiting your or Partner’s firewall, computer hardware, computer software, or computer network through which you access the Corpay Software and/or Corpay Electronic Payment Services.

5. Corpay Software Ownership, License and Restrictions.

Corpay owns all of the right, title and interest in and to the Corpay Software and Corpay Electronic Payment Services. The Corpay Software and Corpay Electronic Payment Services are protected by copyright, trademark, patent and/or other intellectual property or proprietary rights and laws.

Subject to your acceptance of and continued compliance with all of the terms and conditions of this TOU, Corpay hereby grants you through Partner’s Platform a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Corpay Software solely in the format provided to you by Corpay for the sole purpose of accessing and using the Corpay Electronic Payment Services.

Upon the expiration or earlier termination of this TOU, you agree to immediately cease using the Corpay Software.

You agree not to use the Corpay Software or Corpay Electronic Payment Services for commercial purposes, except as expressly permitted herein. All rights not expressly granted to you hereunder are reserved to Corpay and its licensors.

You agree to use the Corpay Software and Corpay Electronic Payment Services in accordance with all applicable laws, rules and regulations. You agree that, if Corpay reasonably suspects that your account with Corpay has been or is being Item #5.4.

Exhibit G

11 used for any unauthorized, illegal, or criminal purpose, Corpay may share information about you, your account with Corpay, and any of your transactions with law enforcement, provided that Corpay shall attempt to notify you or Partner in advance unless prohibited by law or judicial order.

6. Confidentiality and Privacy
Each party (a) shall keep all information relating to the other party confidential; (b) may only use and/or process such confidential information to the extent necessary for the purposes of performing its obligations under this TOU, as otherwise authorized by this TOU or for Corpay credit purposes; and (c) may only disclose such information with the prior written consent of the other party or if required by applicable law, provided, you hereby authorize Corpay to allow Partner to have access to your account to copy and transfer your supplier payment data to Partner’s Platform and any related software systems. You acknowledge that Corpay may, without prior notice to you, disclose information to a government agency or third party empowered by such government agency to comply with (or evidence compliance with) anti-money laundering laws and regulations. Corpay represents that it is and shall be in compliance with all applicable laws, including privacy laws and regulations. Please see Corpay’s privacy policy at https://payments.corpay.com/privacy-policy.. You shall ensure that neither Supplier Payment Information nor Supplier Payment Methods contain or constitute information that can identify, either directly or indirectly, a natural person. Personally identifiable information includes, without limitation, a natural person’s name, identification number, location data, an online identifier or one or more other factors specific to a natural person’s physical, physiological, genetic, mental, economic, cultural or social identity. You shall not provide any such information to Corpay as it is not necessary to complete payment instructions to business entities. In the event that you use the Corpay Software or Corpay Electronic Payment Services to make payments to your employees or suppliers residing or located in the European Union, you acknowledge and agree that Corpay is facilitating such payments at your behest and not in connection with the offering of Corpay services to such employees or suppliers.

7. Compliance
Corpay shall perform an annual third-party audit in accordance with the Statement on Standards for Attestation Engagements No. 16 (SSAE 16) and the International Standards for Assurance Engagements No. 3402 (ISAE 3402) and shall obtain a SSAE 16 (SOC 1) / ISAE 3402 Type II Report. No more than once per year, you may submit one request for a copy of Corpay’s final SSAE 16 (SOC 1) / ISAE 3402 Type II Report. If similar third-party audits, standards and/or certifications become available in the future, Corpay may choose to perform such audit and/or certify to such established industry standard selected by Corpay in place of those in the preceding sentences. Corpay does not store or send customer cardholder data and is therefore not subject to Payment Card Industry Data Security Standard (PCI DSS) compliance.

Item #5.4.

Exhibit G

12 8. Termination
You may terminate your use of the Corpay Software and Corpay Electronic Payment Services at any time for any or no reason. Corpay may terminate your use of Corpay Software and Corpay Electronic Payment Services at any time if:
(a) you materially breach this TOU; (b) Corpay is required to do so by law; and/or (c) Corpay elects to discontinue the Corpay Software and Corpay Electronic Payment Services. Additionally, Corpay may terminate your use of the Corpay Software and Corpay Electronic Payment Services at any time without cause by providing you with 60 days’ prior written notice of such termination. Each party's rights and obligations under this TOU that have accrued prior to any termination of this TOU shall survive such termination. Following termination of your use of the Corpay Software and Corpay Electronic Payment Services, Corpay will provide you access to your payment history within AP Gateway for a period of two years.

9. Notices
Corpay may provide notices to you by: (a) e-mailing them to the e-mail address of your authorized contact or (b) mailing them via regular post or courier to your physical postal address. You may provide notices to Corpay via email at [email protected] or by courier or regular mail to: Legal Department, 8905 SW Nimbus Avenue Suite 240, Beaverton, OR 97008. Notices sent by e-mail will be deemed received 24 hours after e-mailing unless a party receives notice that the e-mail was not delivered. Notices sent by courier will be deemed received upon actual receipt. Notices sent by regular mail will be deemed received three (3) Business Days after deposit in the mail with first-class postage prepaid.

10. Subcontracting
You agree that Corpay may engage any third-party subcontractor in order to perform its responsibilities under this TOU, provided that Corpay shall be responsible for such performance.

11. Representations, Warranties, and Disclaimers.

Each party represents and warrants to the other party that: (i) it has the power and authority to carry on its business and it is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and where failure to qualify would have a material adverse effect on its operations; (ii) the execution, delivery, and performance of this TOU has been duly and validly authorized; (iii) it has all state and local authorizations, permits, registrations, consents and licenses necessary for it to carry on its business as it is now being conducted; (iv) it’s execution, delivery, and performance of this TOU does not, and will not, violate any provision of any applicable state or local law, rule, regulation, ordinance, order, writ, judgment, injunction, decree, determination or award; (v) its execution, delivery, and performance of this TOU does not, and will not, result in a breach of, or constitute a default under, any agreement to which it is a party or by which it is bound; and (vi) any and all Item #5.4.

Exhibit G

13 information provided to the other party is true, accurate and complete.

You additionally represent and warrant to Corpay that (i) you are a corporate entity (and not an individual) registered, operating, and physically located in the U.S.; (ii) you are not (at law) a shell bank, non-licensed bank, or MSB; and (iii) you shall obtain proper authorization and consent to provide and share with Corpay the information that is owned by and/or relates to any third party, including any of your suppliers, prior to providing such information to and sharing it with Corpay. You acknowledge that Corpay may, directly or through third parties, make any inquiries that Corpay considers necessary to validate your identity and/or any information provided by you.

Corpay additionally represents and warrants to you that Corpay will perform the Corpay Electronic Payment Services in accordance with the terms and conditions of this TOU and applicable law. If you notify Corpay of a material failure of Corpay to perform any of its obligations under this TOU, Corpay will use reasonable efforts to cure such failure at its cost and expense.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS TOU, TO THE

FULLEST EXTENT PERMITTED BY LAW, CORPAY DISCLAIMS ALL OTHER

REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND
(EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT

LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THE CORPAY SOFTWARE AND CORPAY ELECTRONIC PAYMENT SERVICES. CORPAY

DOES NOT MAKE ANY WARRANTY THAT THE CORPAY SOFTWARE OR

CORPAY ELECTRONIC PAYMENT SERVICES WILL BE UNINTERRUPTED,

TIMELY, OR ERROR-FREE UNLESS OTHERWISE EXPRESSLY STATED IN THIS TOU.

12. Indemnification
You shall indemnify, defend and hold harmless Corpay, and each of its Affiliates1, and its and their respective officers, directors, shareholders, employees, agents, contractors, successors and assigns, from and against any and all claims, suits, actions, proceedings, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) asserted by any third party relating to:
(i) any breach by you of this TOU; and/or (ii) any payment initiated and/or made by you using the Corpay Software and Corpay Electronic Payment Services, unless caused by a negligent action or inaction of Corpay not taken at your direction.

13. Limitation of Liability

NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY

INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE

DAMAGES OF ANY KIND OR NATURE, OR FOR ANY DAMAGES FOR LOSS Item #5.4.

Exhibit G

14 OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE,

LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF

INFORMATION PROVIDED IN CONNECTION WITH THE USE OF THE

CORPAY SOFTWARE AND CORPAY ELECTRONIC PAYMENT SERVICES,

OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY

THIRD PARTIES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS

OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE. CORPAY’S AGGREGATE LIABILITY FOR DAMAGES IN

CONNECTION WITH THIS TOU, REGARDLESS OF THE FORM OF ACTION

GIVING RISE TO SUCH LIABILITY (UNDER ANY THEORY, WHETHER IN

CONTRACT, TORT, STATUTORY OR OTHERWISE) SHALL NOT EXCEED

UNDER ANY CIRCUMSTANCESTHE TOTAL AMOUNT OF REVENUE

RECEIVED BY CORPAY WITH RESPECT TO PAYMENTS MADE BY CORPAY TO YOUR SUPPLIERS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTWITHSTANDING THE

FOREGOING, THIS LIMITATION SHALL NOT APPLY TO AMOUNTS

PROVIDED BY YOU TO CORPAY TO FOR SUPPLIER PAYMENTS WHICH

CORPAY FAILS TO REMIT TO THE SUPPLIER AS INSTRUCTED BY YOU DUE SOLELY TO CORPAY’S ACTIONS OR INACTIONS.

14. Force Majeure
Each party shall be excused from performance under this TOU for any period to the extent that such party is prevented from performing any obligation, in whole or in part, as a result of: (a) causes beyond its reasonable control and without its negligent or willful misconduct, including without limitation, acts of God, natural disasters, war or other hostilities, labor disputes, civil disturbances, governmental acts, orders or regulations, third-party nonperformance, or failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment; and/or (b) such party having a reasonable belief that performing such obligation would violate any applicable law, rule or regulation. The foregoing clause (a) of this Section 16 applies only to non-payment obligations.

15. Assignment
Neither party may assign, whether voluntarily or involuntarily, by operation of law or otherwise, this TOU or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, any party may assign this TOU as part of a merger, consolidation, corporate reorganization, sale of all or substantially all of such party’s assets, sale of stock, change of name or like event, and Corpay may engage subcontractors as set forth in Section 11 above. Corpay may assign this TOU to one or more of its Affiliates without your consent.

16. Miscellaneous
If any provision of this TOU is be deemed to be unlawful, void or for any reason unenforceable, then that provision will be deemed severable and will not affect the validity and enforceability of any remaining terms and conditions of this TOU.

Item #5.4.

Exhibit G

15 This TOU shall not create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between the parties. Any heading, caption or section title contained in this TOU is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

This TOU, together with all documents incorporated herein by reference, is the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior or contemporaneous written or oral agreements or understandings between the parties relating to such subject matter. Nothing in this TOU, express or implied, is intended to or will confer on any person (other than the parties and their respective successors or permitted assigns) any rights, remedies, obligations or liabilities.

Corpay reserves the right to change this TOU in whole or in part and will use commercially reasonable efforts to provide you with sixty (60) days’ prior notice of any change. Your continued use of the Corpay Software and Corpay Electronic Payment Services following Corpay making any revised version of this TOU reasonably available to you will constitute your acceptance of the revised version.

If the latest version of this TOU applicable to you conflicts with any other document between you and Corpay, the applicable TOU shall control to the extent of any direct conflict. Notwithstanding the foregoing, Nvoicepay will not amend this TOU with respect to Sections 11, 12, 13, or 16 in a manner that may detriment your rights without your prior written consent. 1An “Affiliate” of a party is an entity that controls, is controlled by, or is under common control with, such party. The term “control” means the possession, direct or indirect, of the power to direct or cause the direction of management and policies of an entity, whether through the ownership of voting securities, through membership, by contract or otherwise.

Exhibit B: Revenue Sharing Schedule
Transaction Fees
Transaction Type Per Transaction Cost
Check $0.80 + Postage
In the event the Customer requires more than two (2) bank accounts to be configured in connection with the Vendor Payment Services, the following additional fees* will be applied as a onetime fee.

Bank Account Set-Up fee Fee
First 2 Bank Accounts Included
Additional Bank Accounts
$250 per account for less than 10 accounts
$200 per account for 10-20 accounts
$150 per account for over 20 accounts
Item #5.4.

Exhibit G

16 Tyler will promptly invoice Customer for onetime fees and Customer agrees to pay such invoices within thirty (30) days after the date of the applicable invoice. * Fees and subject to alteration if expressly indicated in the Tyler sales quotation.

Fees may be changed upon at least ninety (90) days advance notice to Customer.

Payment Terms
Tyler will provide an annual Customer account Statement with incurred fees in the preceding twelve (12) months of Monthly Reports.

Item #5.4.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Erin Stroud, Recreation Manager
Meeting: City Council - Nov 12 2024
Subject: Request by the Calistoga Joint Unified School District to Modify the Fees Charged for Calistoga High Swim Teams Use of the Pool
AGENDA TITLE:

Consider a Request from the Calistoga Joint Unified School District to Modify the Fees Charged for the Use of the Pool by the Calistoga High swim team.

RECOMMENDATION:

Consider Adopting the Resolution
BACKGROUND:

The Calistoga Community Pool is traditionally open to the public beginning the first weekend of April through the end of September. However, under the Calistoga Parks and Recreation Department Schedule and Reimbursement Agreement ("reimbursement agreement") for use of the Calistoga Community Pool Facilities, the Calistoga High School uses the pool outside of regular public use for high school swim team practice. The school district reimburses the city for utility costs and staff time up until the time the pool is open to the public, as per the terms of the reimbursement agreement.

Once the pool is open to the public, the school only reimburses the city for the staff time during their allocated time slot. In 2024 the total amount charged to the school was $9,681.92. This amount consisted of staff fees totaling $3,112.63, utility fees totaling $6,862.29, and a $293 credit for lap swim operated by the city.

ANALYSIS:

The Calistoga School District ('the District') has requested an alternate billing structure for gas and electric costs associated with their use of the Calistoga Community Pool. The current arrangement requires the district to pay for the total gas and electric usage during the period when the pool is closed to the public. The district is asking the city to assess the cost difference between a closed month and the months when the district utilizes the pool before its public opening. The reimbursement would be based on the calculated difference plus the fees associated with lifeguard staff time.

To assess the potential impact of the requested billing structure, staff used the bill from December 2023 to January 2024 to determine the gas and electric costs for the pool when it is closed to the public. Based on the billing days in the cycle, staff established a daily rate of $53.88. Staff used the February 2024 to March 2024 bill to establish the gas and electric costs for the pool when it is used solely by the district. Based on the billing days in the cycle, staff established a daily rate of $128.52.

Item #5.5.

The difference between these two rates is $74.64. If this structure would have been in place in 2024, it would have resulted in a $3,204.93 savings to the district.

Should the council provide direction to move forward with this formula, staff could use it to determine a daily rate, which would change yearly based on actual gas and electric costs. This approach would enable staff to consider fluctuations in utility billing rates when calculating the daily rate.

FINANCIAL IMPACT:

The estimated revenue loss to the city could be between $3,200 and $3,750 for 2025.

CEQA STATUS:

None
ATTACHMENT(S):

Resolution Modification of Fees
APPROVAL(S):

Rachel Stepp, Deputy City Manager Approved - Oct 30 2024 Connie Cardenas, Admin. Services Director Approved - Nov 01 2024 Laura Snideman, City Manager Approved - Nov 04 2024
Yudiana Galvan, City Clerk Approved - Nov 04 2024
Item #5.5.

ATTACHMENT 1
RESOLUTION NO. 2024-XXX

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

OF NAPA, STATE OF CALIFORNIA, AUTHORIZING THE MODIFICATION OF

FEES CHARGED TO THE DISTRICT FOR USE OF THE CALISTOGA
COMMUNITY POOL FOR SWIM TEAM.

WHEREAS, The Calistoga Community Pool is traditionally open to the public beginning the first weekend of April through the end of September with the exception of usage by the Calistoga High School Swim Team beginning in February under the Calistoga Parks and Recreation Department Schedule and Reimbursement Agreement; and
WHEREAS, The Calistoga School District ('the District') has requested an alternate billing structure for gas and electric costs associated with their use of the Calistoga Community Pool for High School Swim Team; and WHEREAS, The current arrangement requires the district to pay for the total gas and electric usage during the period when the pool is closed to the public; and WHEREAS, The district is asking the city to base the reimbursement on the calculated difference between a closed month and the months when the district utilizes the pool before its public opening plus the fees associated with lifeguard staff time; and WHEREAS, Based on the billing cycles staff established a formula to determine a daily rate and could use it to determine fees moving forward, which would change yearly based on actual gas and electric costs; and
NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Calistoga as follows: that the Calistoga City Council hereby authorizes the modification of fees charged to the district for use of the Calistoga community pool for swim team.

PASSED, APPROVED AND ADOPTED this 12th day of November 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 #5.5.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Jed Matcham, Fire Chief
Meeting: City Council - Nov 12 2024
Subject: Agreement for Fire First Responder Services
AGENDA TITLE:

Consider adopting a Resolution authorizing the City Manager to execute an agreement with Napa County for the City of Calistoga to provide fire first responder services in a portion of unincorporated Napa County
RECOMMENDATION:

Consider adopting the Resolution
BACKGROUND:

For more than 20 years Napa County has contracted with the City of Calistoga to provide first responder fire suppression, emergency medical services, and other types of emergency response to an area of approximately 50 square miles outside the city limits. This contract provides Napa County residents outside of the city with emergency first responder services in a timely and efficient manner.

Napa County terminated the most recent agreement and extended a month-to-month agreement while a new agreement was under negotiation. The county wished to pay less money and more closely align the various agreements they have with muliple service providers.

The contract is a fee for service agreement intended to achieve cost recovery for the city. The cost recovery calculations were established in the early 2000's, based on the budget and number of calls at that time with an annual escalator. The amount was also intended to cover costs related to having personnel available 24/7, keep personnel trained, purchase and maintain fire vehicles, and other similar expenses necessary to provide quality services to those in the unincorproated area. The current reimbursement rate is $1,334.88 per response into the County contract area.

The California Office of Emergency Services (OES) also contracts with Calistoga to provide emergency response throughout the State. The cost recovery rates for OES responses are recalculated annually based on labor and adminstrative (overhead) costs. They do not account for "stand-by" costs or other similar items as was originally conceived by the city and the county in the current agreement. Those OES rates are currently $622.70 per hour, plus an administrative rate of

0.26581, for a total of $788.22 per hour.

The county has identified the reimbursement rates as disproportionately inequitable, yet these fees are intended to be cost recovery for similar services. This has resulted in the county looking to achieve more equity by utilizing the same fees as we use for our OES agreement.

Item #5.6.

The attached agreement includes the same rates as used for OES and would be retroactive to November 1, 2024.

While providing services outside of the Calistoga's city limits is optional, it results in higher service levels to those living or working in the unincorported county within Calistoga's response area and offsets a portion of the City's annual fire expenses.

FINANCIAL IMPACT:

Annual reimbursment from the county varies by the number of calls the city is dispatched to outside of the city limits each fiscal year. The new rate is 41% less than the current rate. The new agreement would provide a guaranteed cost recovery revenue stream of $177,349.50 (FY 2024-25) by compensating the city for a minimum of 225 incidents per year. This is approximatley $135,000 less than the amount received in the last fiscal year.

CEQA STATUS:

Not Applicable
ATTACHMENT(S):

Resolution - County Response Agreement 11.12.24
FINAL Calistoga Fire Services Agreement 11-1-2024
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Nov 01 2024 Laura Snideman, City Manager Approved - Nov 05 2024
Yudiana Galvan, City Clerk Approved - Nov 05 2024
Item #5.6.

ATTACHMENT 1
RESOLUTION NO. 2024-XXX

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

NAPA, STATE OF CALIFORNIA, AUTHORIZING THE EXECUTION OF AN

AGREEMENT BETWEEN NAPA COUNTY AND THE CITY OF CALISTOGA FOR

FIRST RESPONDER SERVICES
WHEREAS, Napa County is a general law county with authority to provide for the prevention and suppression of fires and emergency medical response within those areas of Napa County not located within the boundaries of municipalities or fire protection districts and to that end contracts with the California State Department of Forestry and Fire Protection to provide first response emergency medical services, rescue and fire suppression and protection services to such areas of the County; and WHEREAS, the City of Calistoga has authority to provide for the prevention and suppression of fires and emergency medical response within the city limits and to that end maintains a fire department to provide emergency medical, rescue, education, prevention, and fire suppression and protection services within its jurisdiction; and WHEREAS, in the unincorporated area outside the jurisdiction of the City of Calistoga, there are a number of inhabitants who live and work in residential, industrial, commercial, and other structures for whom Napa County desires to enhance the provision of emergency medical service, rescue, and fire suppression and protection services; and WHEREAS, to provide such enhanced services, Napa County desires the City of Calistoga, pursuant to Government Code section 55632, to provide emergency medical, rescue, and fire suppression and protection services according to the terms and conditions set forth in said agreement; and
WHEREAS, CITY has authority under Government Code section 55632 to provide and is willing to provide such specialized services to Napa County under the terms and conditions set forth in said agreement.

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

1. The City Council authorizes the City Manager to sign the Agreement for First Responder Services.

PASSED, APPROVED, AND ADOPTED this 12th day of November, 2024. I,

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

AYES:

NOES:

ABSTAIN:

ABSENT:

Item #5.6.

ATTEST:

Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #5.6.

1 AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076] NAPA COUNTY AGREEMENT NO. ________
CALISTOGA AGREEMENT NO.

AGREEMENT FOR FIRST RESPONDER SERVICES
THIS AGREEMENT is made and entered into as of this 1st day of November 2024, by and between NAPA COUNTY, a political subdivision of the State of California, hereinafter referred to as “COUNTY,” and the CITY OF CALISTOGA, a California municipal corporation whose mailing address is 1232 Washington Street, Calistoga, CA 94515, hereinafter referred to as “CITY.”

RECITALS
WHEREAS, COUNTY is a general law county with authority to provide for the prevention and suppression of fires and emergency medical response within those areas of Napa County not located within the boundaries of municipalities or fire protection districts and to that end contracts with the California State Department of Forestry and Fire Protection to provide first response emergency medical services, rescue and fire suppression and protection services to such areas of COUNTY; and
WHEREAS, CITY has authority to provide for the prevention and suppression of fires and emergency medical response within the CITY and to that end maintains a fire department to provide emergency medical, rescue, education, prevention, and fire suppression and protection services within its jurisdiction; and
WHEREAS, in the unincorporated area ("Zones") outside the jurisdiction of CITY, as described and shown on the map entitled "Napa County Fire Zone Map” attached hereto as Exhibit “A” and made a part hereof, there are a number of inhabitants who live and work in residential, industrial, commercial, and other structures for whom COUNTY desires to enhance the provision of emergency medical service, rescue, and fire suppression and protection services; and
WHEREAS, to provide such enhanced services, COUNTY desires CITY, pursuant to Government Code section 55632, to provide emergency medical, rescue, and fire suppression and protection services within the Zones on the terms and conditions set forth herein; and WHEREAS, CITY has authority under Government Code section 55632 to provide and is willing to provide such specialized services to COUNTY under the terms and conditions set forth herein.

TERMS
NOW, THEREFORE, COUNTY hereby engages the services of CITY, and CITY agrees to serve COUNTY in accordance with the terms and conditions set forth herein:

Item #5.6.

2 AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076]

1. Term of the Agreement. The term of this Agreement shall commence on the date first above written and shall expire on June 30, 2025, unless terminated earlier in accordance with Paragraphs 9 (Termination for Cause), 10 (Other Termination), or 23(a) (Covenant of No Undisclosed Conflict); except that the obligations of the parties under Paragraphs 7 (Insurance) and 8 (Indemnification) shall continue in full force and effect after said expiration date or early termination in relation to acts or omissions occurring prior to such dates during the term of the Agreement, and the obligations of CITY to COUNTY shall also continue after said expiration date or early termination in relation to the obligations prescribed by Paragraphs 15 (Confidentiality), 20 (Taxes), and 21 (Access to Records/Retention). The term of this Agreement shall be automatically renewed for an additional year at the end of each fiscal year, under the terms and conditions then in effect, not to exceed four (4) additional years, unless either party gives the other party written notice of intention not to renew no less than ninety (90) days prior to the expiration of the then current term. For purposes of this Agreement, “fiscal year” shall mean the period commencing on July 1 and ending on June 30.

2. Scope of Services. CITY shall provide COUNTY those services set forth in Exhibit “B” to be performed in the unincorporated Zone area of COUNTY as identified in Exhibit “A.” Said Exhibits are attached hereto and incorporated by reference herein.

3. Compensation. In consideration of CITY’s fulfillment of the promised work, COUNTY shall pay CITY at the rates set forth in Exhibits “C” and “D,” attached hereto and incorporated by reference herein. All payments for compensation to CITY shall be made only upon presentation to COUNTY by CITY of an itemized billing invoice in a form acceptable to COUNTY.

4. Method of Payment.
(a) Professional Services. All payments for compensation and reimbursement for expenses shall be made only upon presentation by CITY to COUNTY of an itemized billing invoice in a form acceptable to the Napa County Auditor which indicates, at a minimum, CITY’s name, address, and an itemization of the response to emergencies which will include at a minimum the date and incident number of the emergency.
(b) CITY shall submit invoices not more often than quarterly to the COUNTY Fire Administrator, who, after review and approval as to form and content, shall submit the invoice to the Napa County Auditor no later than thirty (30) calendar days following receipt.

5. Independent Contractor. CITY shall perform this Agreement as an independent contractor. CITY and the officers, agents, and employees of CITY are not, and shall not be deemed, COUNTY employees for any purpose, including workers’ compensation and employee benefits. CITY shall, at CITY’s own risk and expense, determine the method and manner by which duties imposed on CITY by this Agreement shall be performed; provided, however, that COUNTY may monitor the work performed by CITY. COUNTY shall not deduct or withhold any amounts whatsoever from the compensation paid to CITY, including, but not limited to amounts required to be withheld for state and federal taxes, unless required to do so by court order. As between the parties to this Agreement, CITY shall be solely responsible for all such payments.

Item #5.6.

3 AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076]

6. Specific Performance. It is agreed that CITY, including the agents or employees of CITY, shall be the sole providers of the services required by this Agreement. Because the services to be performed by CITY under the terms of this Agreement are of a special, unique, unusual, extraordinary, and intellectual or time-sensitive character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action of law, COUNTY, in addition to any other rights or remedies which COUNTY may possess, shall be entitled to injunctive and other equitable relief to prevent a breach of this Agreement by CITY.

7. Insurance. CITY shall obtain and maintain in full force and effect throughout the term of this Agreement, and thereafter as to matters occurring during the term of this Agreement, the following insurance coverage:
(a) Workers’ Compensation Insurance. To the extent required by law during the term of this Agreement, CITY shall provide workers’ compensation insurance for the performance of any of CITY’s duties under this Agreement, including but not limited to, coverage for workers’ compensation and employer’s liability and a waiver of subrogation, and shall provide COUNTY with certification of all such coverages upon request by COUNTY’s Risk Manager. (b) Liability Insurance. Each party shall obtain and maintain in full force and effect during the term of this Agreement the following liability insurance coverages, issued by a company admitted to do business in California and having an A.M. Best rating of A:VII or better or equivalent self-insurance:
(1) General Liability. Each party shall obtain and maintain in full force and effect during the term of this Agreement commercial or comprehensive general liability insurance coverage (personal injury and property damage) of not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, either issued by a company admitted to do business in the State of California and having an A.M. Best Rating of no less than A:VII or by self-insurance satisfactory to other party’s risk manager or employee designated by that party to perform such function, or by a combination thereof, covering liability for any personal injury, including death, to any person and/or damage to the property of any person arising from the acts or omissions of that party under this Agreement except for acts or omissions performed in strict compliance with express direction the other party’s governing board, officers or personnel. If the coverage includes an aggregate limit, the aggregate limit shall be no less than twice the per occurrence limit.
(2) Professional Liability. [RESERVED.]
(3) Comprehensive Automobile Liability Insurance. Each party shall obtain and maintain in full force and effect during the term of this Agreement a comprehensive automobile liability insurance policy (Bodily Injury and Property Damage) on owned, hired, leased, and non-owned vehicles used in conjunction with that party’s activities under this Agreement of not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence.
(c) Certificates of Coverage. Insurance coverages referenced in 7(b), above, shall be evidenced by one or more certificates of coverage or, with the consent of COUNTY’s Risk Manager, demonstrated by other evidence of coverage acceptable to COUNTY’s Risk Manager, which shall be filed by CITY with the COUNTY Fire Administrator prior to commencement of performance of any of CITY’s duties.

Item #5.6.

4 AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076] (1) The certificate(s) or other evidence of coverage shall reference this Agreement by its COUNTY number or title and department; shall be kept current during the term of this Agreement; shall provide that COUNTY shall be given no less than thirty (30) days prior written notice of any non-renewal, cancellation, other termination, or material change, except that only ten (10) days prior written notice shall be required where the cause of nonrenewal or cancellation is non-payment of premium; and shall provide that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, the coverage afforded applying as though separate policies had been issued to each insured, but the inclusion of more than one insured shall not operate to increase the limits of the company’s liability.
(2) Waiver of Subrogation and Additional Insured Endorsements. For the commercial general liability insurance coverage referenced in 7(b)(1) and, for the comprehensive automobile liability insurance coverage referenced in 7(b)(3) where the vehicles are covered by a commercial policy rather than a personal policy, CITY shall also file with the evidence of coverage an endorsement from the insurance provider naming COUNTY, its officers, employees, agents, and volunteers as additional insureds and waiving subrogation. For the Workers Compensation insurance coverage, CITY shall file with the evidence of coverage an endorsement waiving subrogation.
(3) The certificate or other evidence of coverage shall provide that if the same policy applies to activities of CITY not covered by this Agreement, then the limits in the applicable certificate relating to the additional insured coverage of COUNTY shall pertain only to liability for activities of CITY under this Agreement, and that the insurance provided is primary coverage to COUNTY with respect to any insurance or self-insurance programs maintained by COUNTY. The additional insured endorsements for the general liability coverage shall use Insurance Services Office (ISO) Form No. CG 20 09 11 85 or CG 20 10 11 85, or equivalent, including (if used together) CG 2010 10 01 and CG 2037 10 01; but shall not use the following forms: CG 20 10 10 93 or 03 94.
(4) Upon request by COUNTY’s Risk Manager, CITY shall provide or arrange for the insurer to provide within thirty (30) days of the request, certified copies of the actual insurance policies or relevant portions thereof. (d) Deductibles/Retentions. Any deductibles or self-insured retentions shall be declared to COUNTY’s Risk Manager.
(e) Inclusion in Subcontracts. CITY agrees to require all subcontractors and any other entity or person who is involved in providing services under this Agreement to comply with the Workers Compensation and General Liability insurance requirements set forth in this Paragraph 7.

8. Hold Harmless/Defense/Indemnification.
(a) In General. To the full extent permitted by law, CITY and COUNTY shall each defend, indemnify and hold harmless each other as well as their respective officers, agents, employees, volunteers, or representatives from and against any and all liability, claims, actions, proceedings, losses, injuries, damages, or expenses of every name, kind, and description, including litigation costs and reasonable attorney’s fees incurred in connection therewith, brought for or on account of personal injury (including death) or damage to property, arising out of or connected with any acts or omissions of that party or its officers, agents, employees, volunteers, or contractors or their subcontractors, when performing any activities or obligations Item #5.6.

5 AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076] required of that party under this Agreement. Each party shall notify the other party immediately in writing of any claim or damage related to activities performed under this Agreement. The parties shall cooperate with each other in the investigation and disposition of any claim arising out of the activities under this Agreement, providing that nothing shall require either party to disclose any documents, records or communications that are protected under peer review privilege, attorney-client privilege, or attorney work product privilege. (b) Employee Character and Fitness. CITY accepts responsibility for determining and approving the character and fitness of its employees (including volunteers, agents, or representatives) to provide the services required of CITY under this Agreement, including completion of a satisfactory criminal/background check and period rechecks to the extent permitted by law. Notwithstanding anything to the contrary in this Paragraph, CITY shall hold COUNTY and its officers, agents, and employees harmless from any liability for injuries or damages resulting from a breach of this provision or CITY’s actions in this regard.

9. 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 and fail to cure such failure or breach within ten (10) days of receipt of written notice from the other party describing the nature of the breach, the non-defaulting party may, in addition to any other remedies it may have, terminate this Agreement by giving thirty (30) days prior written notice to the defaulting party in the manner set forth in Paragraph 13 (Notices). The Napa County Purchasing Agent or designee pursuant to Napa County Code section 2.36.050 is hereby authorized to make all decisions and take all actions required under this Paragraph to terminate this Agreement on behalf of COUNTY for cause.

10. Other Termination. This Agreement may be terminated by either party for any reason and at any time by giving prior written notice of such termination to the other party specifying the effective date thereof at least ninety (90) days prior to the effective date, as long as the date the notice is given and the effective date of the termination are in the same fiscal year; provided, however, that no such termination may be effected by COUNTY unless an opportunity for consultation is provided prior to the effective date of the termination. COUNTY hereby authorizes the Napa County Executive Officer to make all decisions and take all actions required under this Paragraph to terminate this Agreement on behalf of COUNTY for the convenience of COUNTY.

11. Disposition of, Title to, and Payment for Work Upon Expiration or Termination. (a) Upon expiration of this Agreement or termination for cause under Paragraph 9 or termination for convenience of a party under Paragraph 10:
(1) To the extent CITY has provided services through Software and Applications materials licensed to COUNTY, COUNTY shall promptly return the Software and Application materials to CITY. In addition, to the extent CITY maintains COUNTY data on those portions of digital software hosted by CITY and not controlled by COUNTY (“County data”), CITY shall promptly return County data to COUNTY Information Technology Department (ITS) in a format designated by ITS and shall subsequently purge County data from CITY’s systems upon confirmation from COUNTY that the copy of the data provided to COUNTY is comprehensive of the data previously hosted by CITY. (2) All finished or unfinished documents and other materials, if any, and all rights therein shall become, at the option of COUNTY, the property of and shall be promptly Item #5.6.

6 AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076] returned to COUNTY, although CITY may retain a copy of such work for its personal records only, except as otherwise provided under Paragraph 15 (Confidentiality) of this Agreement.

Unless otherwise expressly provided in this Agreement, any copyrightable or patentable work created by CITY under this Agreement shall be deemed a “work made for hire” for purposes of copyright or patent law and only COUNTY shall be entitled to claim or apply for the copyright or patent thereof. Notwithstanding the foregoing and to the extent services under this Agreement involve the development of previously patented inventions or copyrighted software, then upon expiration or termination of this Agreement, title to, ownership of, and all applicable patents, copyrights, and trade secrets in the products developed or improved under this Agreement, shall remain with CITY or any other person or entity if such person previously owned or held such patents, copyrights, and trade secrets, and such persons shall retain complete rights to market such product; provided, however, that COUNTY shall receive, at no additional cost, a perpetual license to use such products for its own use or the use of any consortium or joint powers agency to which COUNTY is a party. If the product involves a source code, CITY shall either provide a copy of the source code to COUNTY or shall place the source code in an escrow account, at CITY’s expense, from which the source code may be withdrawn and used by COUNTY for the sole purpose of maintaining and updating the system dependent upon such code when such use is necessary to prevent loss of service to COUNTY.
(b) CITY shall be entitled to receive compensation for any satisfactory work completed prior to expiration or receipt of the notice of termination or commenced prior to receipt of the notice of termination and completed satisfactorily prior to the effective date of the termination; except that CITY shall not be relieved of liability to COUNTY for damages sustained by COUNTY by virtue of any breach of the Agreement by CITY whether or not the Agreement expired or otherwise terminated, and COUNTY may withhold any payments not yet made to CITY for purpose of setoff until such time as the exact amount of damages due to COUNTY from CITY is determined.

12. 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.

13. 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 certified mail, postage prepaid, return receipt requested. 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.

COUNTY CITY

NAPA COUNTY FIRE ADMINISTRATOR CALISTOGA CITY MANAGER
1195 Third Street, Suite 310 1232 Washington Street
Napa, CA 94559 Calistoga, CA 94515
Item #5.6.

7 AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076]

14. Compliance With COUNTY Policies on Waste, Harassment, Drug/Alcohol-Free Workplace, and Computer Use. CITY hereby agrees to comply, and require its employees and subcontractors to comply, with the following policies, copies of which are on file with the Clerk of the Board of Supervisors and incorporated by reference herein. CITY also agrees that it shall not engage in any activities, or permit its officers, agents, and employees to do so, during the performance of any of the services required under this Agreement, which would interfere with compliance or induce violation of these policies by COUNTY employees or contractors. (a) Waste Source Reduction and Recycled Product Content Procurement Policy.

Which is found in the Napa County Policy Manual Part I, Section 8D. (b) County of Napa “Policy for Maintaining a Harassment and Discrimination Free Work Environment, ” which is found in the Napa County Policy Manual Part I, Section 37K. (c) County of Napa Drug and Alcohol Policy, which is found in the Napa County Policy Manual Part I, Section 37O.
(d) Napa County Information Technology Use and Security Policy, which is found in the Napa County Policy Manual Part I, Section 31A. To this end, all employees and subcontractors of CITY whose performance of services under this Agreement requires access to any portion of the COUNTY computer network shall sign and have on file with COUNTY’s ITS Department prior to receiving such access the certification attached to said Policy. (e) Napa County Workplace Violence Policy, which is located in the County of Napa Policy Manual Part I, Section 37U.

15. Confidentiality.
(a) Maintenance of Confidential Information. Confidential information is defined as all information disclosed to CITY which relates to COUNTY’s past, present, and future activities, as well as activities under this Agreement. CITY shall hold all such information as CITY may receive, if any, in trust and confidence, except with the prior written approval of COUNTY, expressed through its Fire Administrator. Upon cancellation or expiration of this Agreement, CITY shall return to COUNTY all written and descriptive matter which contains any such confidential information, except that CITY may retain for its files a copy of CITY’s work product if such product has been made available to the public by COUNTY. (b) Protection of Personally Identifiable Information and Protected Health Information.
(1) To the extent CITY is provided, creates, or has access to, Protected Health Information (PHI), Personally Identifiable Information (PII), or any other legally protected confidential information or data in any form or matter (collectively referred to as “Protected Information”), CITY shall adhere to all federal, state, and local laws, rules, and regulations protecting the privacy of such information. CITY shall adhere to all existing and future federal, state, and local laws, rules, and regulations regarding the privacy and security of Protected Information, including, but not limited to, laws and regulations requiring data encryption or policy and awareness programs for the protection of COUNTY Protected Information provided to, or accessed or created by, CITY. Additionally, CITY shall only access, use, or disclose COUNTY Protected Information if such access, use, or disclosure is expressly permitted by the terms of its agreement with COUNTY. Any other access, use or disclosure of COUNTY Protected Information is prohibited. Examples of prohibited accesses, uses and disclosures include, but are not limited to: the removal of confidential files, documents, or devices Item #5.6.

8 AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076] containing COUNTY Protected Information from a COUNTY facility; the unauthorized transmission of COUNTY Protected Information via email, fax, or other means; and the discussion of such information with other individuals (including other CITY or COUNTY employees) who do not have a COUNTY-approved business reason to obtain the information. (2) CITY shall ensure that its staff and any third-party organizations or individuals that it engages to perform services in conjunction with the terms if this agreement are trained to its privacy and security policies, as well as Paragraph 15 of this agreement; and procedures and that appropriate physical, technological, and administrative safeguards are in place to protect the confidentiality of COUNTY’s Protected Information. Upon request, CITY shall make available to COUNTY its policies and procedures, staff training records and other documentation of compliance with this Paragraph 15.
(3) CITY agrees to notify COUNTY immediately of any unauthorized access to or disclosure of Protected Information of which it becomes aware. This includes instances wherein CITY encounters unsecured Protected Information in areas where CITY employees are performing services.
(4) CITY will be responsible for all costs associated with CITY’s breach of the security and privacy of COUNTY’s Protected Information, or its unauthorized access to or disclosure of COUNTY’s Protected Information, including, but not limited to, mitigation of the breach, cost to the COUNTY of any monetary sanctions resulting from breach, notification of individuals affected by the breach, and any other action required by federal, state, or local laws, rules, or regulations applicable at the time of the breach.

16. No Assignments or Subcontracts.

In General. A consideration of this Agreement is the personal reputation of CITY; therefore, CITY shall not assign any interest in this Agreement or subcontract any of the services CITY is to perform hereunder without the prior written consent of COUNTY, which shall not be unreasonably withheld. The inability of the assignee to provide personnel equivalent in experience, expertise, and numbers to those provided by CITY, or to perform any of the remaining services required under this Agreement within the same time frame required of CITY shall be deemed to be reasonable grounds for COUNTY to withhold its consent to assignment.

For purposes of this subparagraph, the Napa County Fire Administrator may give the consent of COUNTY.

17. Amendment/Modification. Except as specifically provided herein, this Agreement may be modified or amended only in writing with the prior written consent of both parties. Failure of CITY to secure such authorization in writing in advance of performing any of the extra or changed work shall constitute a waiver of any and all rights to adjustment in the contract price or contract time and no compensation shall be paid for such extra work.

18. Interpretation; Venue.
(a) Interpretation. The headings used herein are for reference only. 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 without regard to the choice of law or conflicts. (b) Venue. This Agreement is made in Napa County, California. The venue for any legal action in state court filed by either party to this Agreement for the purpose of interpreting or enforcing any provision of this Agreement shall be in the Superior Court of California, County Item #5.6.

9 AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076] of Napa, a unified court. The venue for any legal action in federal court filed by either party to this Agreement for the purpose of interpreting or enforcing any provision of this Agreement lying within the jurisdiction of the federal courts shall be the Northern District of California.

The appropriate venue for arbitration, mediation or similar legal proceedings under this Agreement shall be Napa County, California; however, nothing in this sentence shall obligate either party to submit to mediation or arbitration any dispute arising under this Agreement.

19. Compliance with Laws. CITY shall comply with all laws, ordinances, regulations, and policies of federal, California, and local governments applicable to this Agreement. CITY shall comply immediately with all directives issued by COUNTY or its authorized representatives under authority of any laws, statutes, ordinances, rules, or regulations.

20. Taxes. CITY agrees to file federal and state tax returns or applicable withholding documents and to pay all applicable taxes or make all required withholdings on amounts paid pursuant to this Agreement and shall be solely liable and responsible to make such withholdings and/or pay such taxes and other obligations including, without limitation, state and federal income and FICA taxes. CITY agrees to indemnify and hold COUNTY harmless from any liability it may incur to the United States or the State of California as a consequence of CITY’s failure to pay or withhold, when due, all such taxes and obligations. In the event that COUNTY is audited for compliance regarding any withholding or other applicable taxes or amounts, CITY agrees to furnish COUNTY with proof of payment of taxes or withholdings on those earnings.

21. Access to Records/Retention. COUNTY, any federal or state grantor agency funding all or part of the compensation payable hereunder, the State Controller, the Comptroller General of the United States, or the duly authorized representatives of any of the above, shall have access to any books, documents, papers, and records of CITY which are directly pertinent to the subject matter of this Agreement for the purpose of making audit, examination, excerpts, and transcriptions. Except where longer retention is required by any federal or state law, CITY shall maintain all required records for at least seven (7) years after COUNTY makes final payment for any of the work authorized hereunder and all pending matters are closed, whichever is later.

22. Authority to Contract. CITY and COUNTY each warrant hereby that they are legally permitted and otherwise have the authority to enter into and perform this Agreement.

23. Conflict of Interest.
(a) Covenant of No Undisclosed Conflict. CITY hereby covenants that it presently has no interest not disclosed to COUNTY and shall not acquire any interest, direct or indirect, which would conflict in any material manner or degree with the performance of its services or confidentiality obligation hereunder, except as such as COUNTY may consent to in writing prior to the acquisition by CITY of such conflict. CITY further warrants that it is unaware of any financial or economic interest of any public officer or employee of COUNTY relating to this Agreement. CITY agrees that if such financial interest does exist at the inception of this Agreement, COUNTY may terminate this Agreement immediately upon giving written notice without further obligation by COUNTY to CITY under this Agreement. (b) Statements of Economic Interest. In performing the scope of services, one or more individuals of CITY’s organization will make, or participate in making, a “governmental Item #5.6.

10 AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076] decision” as described in the California Code of Regulations, title 2, section 18704, or will perform the same or substantially all the same duties for COUNTY that would otherwise be performed by a COUNTY employee holding a position specified in County’s conflict of interest code. CITY shall ensure those individuals identified by COUNTY prepare statements of economic interests on Fair Political Practices Commission Form 700 and file them with COUNTY. Each individual shall file a Form 700 (Assuming Office Statement) within thirty calendar days of COUNTY’s notification that the individuals are subject to the conflict of interest code. Each year thereafter, the individuals shall also file a Form 700 (Annual Statement) on or before April 1, disclosing any financial interests held during the previous calendar year for which the individual was subject to the conflict of interest code. A Form 700 (Leaving Office Statement) shall also be filed when the individual discontinues services under this Agreement.

24. Third Party Beneficiaries. Nothing contained in this Agreement shall be construed to create any rights in third parties and the parties do not intend to create such rights.

25. 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.

26. 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.

27. Entirety of Contract. This Agreement, including any documents expressly incorporated by reference whether or not attached hereto, 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.

28. Force Majeure. In the event either party’s performance is delayed due to causes which are outside the control of both parties and their subconsultants, contractors, and employees, and could not be avoided by the exercise of due care, which may include, but is not limited to, delays by regulating agencies, wars, floods, adverse weather conditions, labor disputes, unusual delay in transportation, epidemics abroad, earthquakes, fires, terrorism, incidence of disease or other illness that reaches outbreak, epidemic and/or pandemic proportions, unusual delay in deliveries, riots, civil commotion or other unavoidable casualties, and other acts of God, both parties will be entitled to an extension in their time for performance equivalent to the length of delay. Neither party will be entitled to compensation from the other for force majeure events.

29. Special Terms and Conditions. [RESERVED]
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
Item #5.6.

11 AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076] IN WITNESS WHEREOF, this Agreement was executed by the parties hereto as of the date first above written.

CITY OF CALISTOGA, a California municipal
corporation
By __________________________________________
LAURA SNIDEMAN, City Manager for the
City of Calistoga
“CITY”
APPROVED AS TO FORM: ATTEST:

MICHELLE KENYON, City Attorney YUDIANA GALVAN, Clerk for the City of Calistoga
NAPA COUNTY, a political subdivision of
the State of California
By
JOELLE GALLAGHER, Chair of the
Board of Supervisors
“COUNTY”

APPROVED AS TO FORM
Office of County Counsel
By: Shana A. Bagley
Date: October 31, 2024
PL Doc No: 122076

APPROVED BY THE

NAPA COUNTY

BOARD OF SUPERVISORS
Date:

Processed By:

Deputy Clerk of the Board
ATTEST: NEHA HOSKINS
Clerk of the Board of Supervisors
By:

Item #5.6.

EXHIBIT “A” to AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076] EXHIBIT “A”

CALISTOGA CITY FIRE AND NAPA COUNTY FIRE CONTRACT ZONES

Item #5.6.

1 EXHIBIT “B” to AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076] EXHIBIT “B”

SCOPE OF WORK
I. DESCRIPTION OF SERVICES
A. SERVICES TO BE PROVIDED BY CITY:

1. Staffing: CITY shall respond with minimum staffing of two persons on one fire apparatus to calls as set forth in the ZONES indicated in EXHIBIT “A.” Any additional staffing and/or response shall not be part of this Agreement.

2. Response: CITY shall provide one fire apparatus vehicle as appropriate for Code 3 call types to calls within the defined response ZONES as set forth in Exhibit “A.” The CITY shall handle the COUNTY call in its entirety if only one fire apparatus is needed to mitigate the emergency. In the event of a conflict between the need for emergency medical service, rescue, or fire protection service within the CITY and within the ZONES identified in EXHIBIT “A” the needs within the CITY shall be given first priority.

3. Dispatch Matrices: COUNTY shall be responsible for ensuring the dispatch matrices are maintained to establish proper dispatching of resources to calls in the ZONES. CITY shall respond to any call in the ZONES when dispatched by the dispatch center. CITY shall be compensated by COUNTY for any call dispatched by the dispatch center that CITY responds to even if there is no incident found.

4. Mutual Aid: This Agreement shall not limit either agency from requesting mutual aid from the other agency, as defined in the State of California Master Mutual Aid Agreement. The CITY shall respond to mutual aid requests with appropriate apparatus as available.

5. Jurisdiction: The CITY shall retain legal jurisdiction for all incidents that occur within the CITY limits.

6. Dispatch: The CITY shall directly contract annually with CAL FIRE or a dispatch center of their choice for all dispatch services. There will be no reimbursement of these services from the COUNTY.

B. SERVICES TO BE PROVIDED BY THE COUNTY:

1. Response: COUNTY shall respond to any structural or vegetation fire within the CITY jurisdiction with appropriate apparatus and staffing as dictated by the particular emergency incident.

Item #5.6.

2 EXHIBIT “B” to AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076]

2. Fire Investigations: The COUNTY may assist with fire investigations when requested by the CITY. The CITY shall provide the lead fire investigator who is ultimately responsible for written reports and documentation associated with the fire investigation.

3. Mutual Aid: This Agreement shall not limit either agency from requesting mutual aid from the other agency, as defined in the State of California Master Mutual Aid Agreement. COUNTY shall respond to mutual aid requests from CITY with appropriate apparatus as available.

4. Jurisdiction: COUNTY shall retain legal jurisdiction for all incidents that occur within the ZONES.

C. Both COUNTY and CITY shall:

1. Initial command shall be established by the first arriving unit at an incident regardless of legal jurisdiction. Flexibility for the transfer of command to the agency having legal jurisdiction shall be at the discretion of the agency having legal jurisdiction.

2. Upon arrival, based upon the conditions present, the Incident Commander shall have full authority to commit resources as appropriate from both agencies.

3. Identify the Incident Commander, who will provide sufficient information to the Emergency Command Center (ECC) concerning the status of the incident.

4. Every effort shall be made to ensure a minimum coverage of one apparatus staffed with a minimum of two personnel at the CITY Fire Station when an extended duration incident occurs either within the CITY or within the ZONE.

5. Designate their respective Fire Chiefs as authorized to jointly prepare and amend from time to time as they determine necessary a ZONE Operation Plan that shall be deemed, when signed by such Fire Chiefs, to become a part of this Agreement as an amendment. The Operation Plan shall detail policy and procedures for implementation of the requirements of this Agreement relating to response, dispatch, and mutual aid resources. In the event the Operation Plan is amended by the Fire Chiefs, such amendment shall become effective only when fully signed and dated duplicate originals of these amendments have been filed with the Clerk of the COUNTY’s Board of Supervisors.

6. Have their respective Fire Chiefs cooperate to produce and provide to each party such reports as either Fire Chief may from time to time be requested.

Item #5.6.

3 EXHIBIT “B” to AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076] D. COMPLIANCE WITH GOVERNMENT CODE SECTION 7550. As
required by Government Code section 7550, each document or report prepared by CITY for or under the direction of COUNTY pursuant to this Agreement shall contain the numbers and dollar amounts of the Agreement and all subcontracts under the Agreement relating to the preparation of the document or written report. The Agreement and subcontract dollar amounts shall be contained in a separate section of the document or written report. If multiple documents or written reports are the subject of the Agreement or subcontracts, the disclosure section may also contain a statement indicating that the total contract amount represents compensation for multiple documents or written reports.

Item #5.6.

1 EXHIBIT “C” to AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076] EXHIBIT “C”

COMPENSATION AND EXPENSE REIMBURSEMENT
The following outlines the compensation for services outlined in this Agreement between the CITY and the COUNTY:

COUNTY:

1. COUNTY shall compensate CITY at the applicable Office of Emergency Services (Cal OES) Rate for each incident response (call) provided by CITY within the Contract Zones, based on the Cal OES rate in effect at the time of each incident response. All services rendered under this Agreement shall be billed in minimum increments of one hour. Time spent on any incident response shall be rounded up to the next hour. For example, any response requiring 15 minutes of service will be billed as one hour. Any response requiring more than 60 minutes of service will be charged in hourly increments.

This billing policy applies to all services provided by CITY.

2. COUNTY shall compensate CITY for administrative expenses in the same manner as Cal OES compensates for administrative expenses. The administrative rate utilized shall be the same as the Cal OES administrative rate utilized. Administrative rates shall be included on the same invoice as the quarterly response charges and shall apply to all responses within the ZONES.

3. The compensation rates per call and administrative rate will be adjusted annually or at such time CITY presents the COUNTY with an updated rate sheet with revised reimbursement rates per Cal OES agreements for the life of this agreement. Updated compensation rates will take effect upon approval by the COUNTY for these revised reimbursements rates, and the updated rate sheet will be added to this agreement as EXHIBIT “D.”

4. The base agreement shall compensate CITY for responding to 225 calls per year in the ZONES of the contract area, based on 1-hour minimum per call. Any calls requiring more than 1-hour commitment from CITY shall be compensated in 1-hour increments for each portion of an hour committed. If the response into the ZONES of the contract area exceeds 225 calls annually, the COUNTY shall compensate CITY at the same applicable Cal OES rates per hour, with 1-hour minimum per incident and 1-hour charge for each partial hour after the first hour.

5. COUNTY shall make payments to CITY on a quarterly basis, in arrears, upon presentation of invoices to the COUNTY from the CITY.

6. The following chart represents the compensation rate that the COUNTY will pay the CITY per a one-hour call. These rates are reflective of the 2024/2025 OES rates as reflected in the attached agreement in EXHIBIT “D.” These rates will be adjusted at Item #5.6.

2 EXHIBIT “C” to AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076] such time an updated OES agreement with new rates are submitted to the COUNTY for the life of this contract. The rates below do not include administrative rates.

OES Contract Year Apparatus Fire Chief Captain Engineer Firefighter TOTAL 2024/2025 $173.47 $206.92 $105.67 $74.44 $62.20 $622.70 Item #5.6.

EXHIBIT “C” to AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076] EXHIBIT “D”

CURRENT RATE SHEET AGREEMENT BETWEEN CITY AND CAL OES
Item #5.6.

EXHIBIT “D” to AGREEMENT FOR FIRST RESPONDER SERVICES [PL No 122076] Item #5.6.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Mitch Celaya, Assistant City Manager
Meeting: City Council - Nov 12 2024
Subject: Renew the Napa Valley Tourism Improvement District (NVTID) to include the City of Calistoga
AGENDA TITLE:

Consider Granting Consent to the County of Napa to Renew the Napa Valley Tourism Improvement District (NVTID) and Include the City of Calistoga in the Renewed NVTID RECOMMENDATION:

Consider Adopting the Resolution
BACKGROUND:

The NVTID is a benefit assessment district proposed to continue a revenue source to help fund destination sales and marketing promotions for Napa Valley lodging businesses. This approach has been used successfully in other destination areas throughout the state to improve tourism and drive additional room nights to assessed lodging businesses. The renewed NVTID includes all lodging businesses, existing and in the future, available for public occupancy located within the boundaries of the cities of American Canyon, Calistoga, Napa, St. Helena, and the Town of Yountville and the unincorporated area of Napa County.

Because the renewed NVTID will include the City of Calistoga, consent must be granted by the City Council of Calistoga in order for the City of Calistoga to be included in the creation, operation and future renewals of the NVTID.

Lodging business owners decided to pursue renewal of the NVTID in order to continue a revenue source devoted to marketing Napa Valley as a tourist, meeting and event destination. If renewed, the NVTID would generate approximately $11,000,000 on an annual basis for promotion of travel and tourism specific to Napa Valley.

In Calistoga, the 2% Tourism Improvement District (TID) assessment imposed on guest lodging is collected by the city and results in 74% of the collected assessment remitted to NVTID, 25% to the local TID, and 1% to the City of Calistoga for Administration costs. In FY2023-24, the 2% TID assessment equated to approximately $1,980,427.00.

ANALYSIS:

TOURISM IMPROVEMENT DISTRICTS
Tourism Improvement Districts (TIDs) utilize the efficiencies of private sector operation in the market-based promotion of tourism. These special assessment districts allow assessed business owners to organize their efforts to increase tourism. Business owners within the TID fund the TID, and those funds are used to provide services that are desired by and benefit the assessed businesses within the TID.

Item #7.1.

TID benefits:
 Funds cannot be diverted for other government programs;  They are customized to fit the needs of each destination;  They allow for a wide range of services; including destination marketing, tourism promotion, and sales lead generation;
 They are designed, created and governed by those who will pay the assessment; and  They provide a stable funding source for tourism promotion.

In California, TIDs are primarily formed pursuant to the Property and Business Improvement District Law of 1994 (94 Law). This law allows for the creation of special benefit assessment districts to raise funds within a specific geographic area. The key difference between TIDs and other special benefit assessment districts is that funds raised are returned to the private non-profit corporation governing the TID.

MANAGEMENT DISTRICT PLAN
The Management District Plan includes the proposed boundary of the NVTID, a service plan and budget and a proposed means of governance. The NVTID will include all lodging businesses, existing and in the future, available for public occupancy within the boundaries of the cities of American Canyon, Calistoga, Napa, St.

Helena, and the Town of Yountville and the unincorporated area of Napa County.

The annual assessment rate is two percent (2%) of gross short-term (30 days or less) sleeping room rental revenue. In years three (3), six (6) and nine (9) of the NVTID’s term, the assessment rate may be recommended to be increased by the Visit Napa Valley (VNV) Board of Directors and then brought to the Napa Valley Tourism Corporation (NVTC) Board for final approval. The maximum increase in years three (3), six (6) and nine (9) shall be one half of one percent (0.5%).

The total assessment rate may not exceed three percent (3%) of gross short-term (30 days or less) sleeping room rental revenue. Based on the benefit received, assessments will not be collected on stays of more than thirty (30) consecutive days. Stays by government employees on government business shall not be subject to assessment. “Government employee” shall mean foreign or domestic government employees subject to exemption from transient occupancy tax pursuant to each municipality’s municipal/county code.………………………………………………
The renewed NVTID will have a ten (10) year term, beginning June 26, 2025, or as soon as possible thereafter, and ending ten (10) years from its start date. Once per year beginning on the anniversary of NVTID renewal there is a thirty (30) day period in which business owners paying fifty percent (50%) or more of the assessment may protest and begin proceedings to terminate the NVTID.

Each jurisdiction will be responsible for collecting the assessment on a basis that mirrors the collection of transient occupancy tax from each lodging business located in the NVTID boundaries. Each jurisdiction shall forward the assessments to the County of Napa (“County”) to be forwarded to Napa Valley Tourism Corporation, which will have the responsibility of managing NVTID programs as provided in the Management District Plan. Each jurisdiction tax collector will retain a fee of up to one percent (1%) of the amount of the assessment collected prior to remitting funds to the County, within their respective jurisdictions, to cover their costs of collection and administration
FINANCIAL IMPACT:

None immediately. The City of Calistoga shall be paid a fee equal to 1% of the amount of assessment collected to cover its costs of administration. Because the NVTID programs are intended to increase visitation to the City of Calistoga, there may be an increase in transient occupancy tax and sales tax collections.

Item #7.1.

CEQA STATUS:

No Impact
ATTACHMENT(S):
2024 Renewall of NVTID to include the CIty of Calistoga Resolution 111224 Reso 2024-112 Requesting Consent of the Cities of AC, Calistoga, Napa, St. Helena and Yountville to renew the NVTID
Reso 2024-111 Declaring Intention to Renew the Napa Valley Tourism Improvement District and Fixing the time and place of Public
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Nov 01 2024 Laura Snideman, City Manager Approved - Nov 04 2024
Yudiana Galvan, City Clerk Approved - Nov 04 2024
Item #7.1.

ATTACHMENT 1
RESOLUTION NO. 2024–XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA APPROVING

CONSENT FOR THE RENEWAL OF THE NAPA VALLEY TOURISM IMPROVEMENT

DISTRICT TO INCLUDE THE CITY OF CALISTOGA
WHEREAS, the Napa Valley Tourism Improvement District was established in 2010 and was renewed on June 10, 2014; and
WHEREAS, the City of Calistoga was included in the Napa Valley Tourism Improvement District which the term ends on June 15, 2025; and WHEREAS, the Board of Supervisors of the County of Napa desires to renew the Napa Valley Tourism Improvement District and include the City of Calistoga; and WHEREAS, the City recognizes the benefits of being included in the Napa Valley Tourism Improvement District to improve destination sales and marketing promotions for Calistoga lodging businesses; and
WHEREAS, the City recognizes the marketing of Calistoga as a tourist, meeting and event destination benefits Calistoga lodging businesses, other retail business, as well as contribute to the economic success and vitality of the community; and WHEREAS, the City desires to be included in the Napa Valley Tourism Improvement District; and
NOW, THEREFORE BE IT RESOLVED, by the City Council of the City of Calistoga to consent to the renewal of the Napa Valley Tourism Improvement District to include the City of Calistoga; and
BE IT FURTHER RESOLVED that all terms, conditions, and covenants of said Agreement be, and the same are, hereby approved, ratified, and confirmed.

PASSED, APPROVED AND ADOPTED this 12th day of November 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, City Clerk Donald Williams, Mayor
Item #7.1.

RESOLUTION NO. 2024 - 112

RESOLUTION REQUESTINGCONSENT OF THE CITIES OF AMERICAN CANYON, CALISTOGA, NAPA, AND ST. HELENA AND THE TOWN OF YOUNTVILLE TO

RENEW THE NAPA VALLEY TOURISM IMPROVEMENT DISTRICT
WHEREAS, the Board of Supervisors (the “Board”) of the County of Napa (the “County”) desires to begin proceedings to renew the Napa Valley Tourism Improvement District (“NVTID”); and
WHEREAS, certain lodging business owners have requested that the Board renew the NVTID; and
WHEREAS, a portion of the territory proposed to be included in the NVTID lies within the boundaries of the cities of American Canyon, Calistoga, Napa, and St. Helena, and the Town of Yountville (the “cities and town”), as shown on the map attached hereto as Exhibit A and incorporatedherein by such attachment; and
WHEREAS, the area of the cities and town which lies within the boundaries of the proposed NVTID will, in the opinion of the Board, be bene?ted by the improvements and activities, and the purpose sought to be accomplished by the work can best be accomplishedbe a single comprehensive scheme of work.

NOW, THEREFORE, BE IT RESOLVED by the Board of the County that:

Section 1: The above recitals are true and correct.

Section 2: Consent of the cities and town, through their respective City Councils and Town Council, is hereby requested to renew the NVTID, and to grant to the Board jurisdiction for all the purposes in connection with creation, operation, and future renewals of the proposed NVTID.

Section 3: The Clerk of the Board is hereby directed to transmit a certi?ed copy of this Resolution to the City Clerk of the cities of American Canyon, Calistoga, Napa, and St. Helena, and the Town Clerk of the Town of Yountville.

THE FOREGOING RESOLUTION WAS DULY AND REGULARLY ADOPTED by the Napa County Board of Supervisors, State of California, at a regular meeting of the Board Item #7.1.

AYES: SUPERVISORS GREGORY, COTTRELL, PEDROZA,

RAMOS, AND GALLAGHER
NOES: SUPERVISORS NONE
ABSTAIN: SUPERVISORS NONE
ABSENT: SUPERVISORS NONE
NAPA COUNTY, a political subdivisionof
the State of California
} By: 7/
JOE E GALLA > Ry€h€irofthe
Cardof Supervisors
APPROVED AS TO FORM APPROVED BY THE NAPA COUNTY ATTEST: NEHA HOSKINS Of?ce of County Counsel BOARD OF SUPERVISORS Clerk of the Board of Supervisors By: S. Darbinian
Deputy County Counsel
Date: 10/9/2024
Date: October 15, 2024
grocessed
By:

Deputy Clerk of the Board
Item #7.1.

Exhibit A: NVTID Boundary Map
Napa Valley Tourism Improvement District (NVTID)
@alistoga
Yountville
Item #7.1.

RESOLUTION NO. 2024 —111

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF

NAPA DECLARING ITS INTENTION TO RENEW THE NAPA VALLEY

TOURISM IMPROVEMENT DISTRICT (NVTID) AND FIXING THE TIME

AND PLACE OF A PUBLIC MEETING AND A PUBLIC HEARING THEREON

AND GIVING NOTICE THEREOF
WHEREAS, the Property and Business Improvement Law of 1994, Streets and Highways Code § 36600 et seq., authorizes cities and countiesto establish and renew property and business improvement districts for the purposes of promoting tourism; and
WHEREAS, the Napa Valley Tourism Improvement District (NVTID) was established in 2010, for a ?ve-year period, pursuant to the Property and Business Improvement Law of 1994; and WHEREAS, the NVTID was subsequently renewed on June 10, 2014, by Resolution No. 2014— 64, for a ten (10) year term which ends on June 15, 2025; and WHEREAS, Visit Napa Valley, lodging business owners, and representatives from the County have met to consider the renewal of the NVTID; and
WHEREAS, Visit Napa Valley has drafted a Management District Plan (Plan) which sets forth the proposed boundary of the NVTID, a service plan and budget, and a proposed means of governance; and
WHEREAS, the renewed NVTID includes all lodging businesses, existing and in the future, available for public occupancy located within the boundaries of the cities of American Canyon, Calistoga, Napa, and St. Helena, the Town of Yountville, and the unincorporatedarea of the County of Napa Gurisdictions); and
WHEREAS, consent to include lodging businesses in their respective jurisdictions will be requested from the cities of American Canyon, Calistoga, Napa, and St. Helena and the town of Yountville; and
WHEREAS, lodging business who will pay more than ?fty percent (50%) of the assessment under the NVTID have petitionedthe Board of Supervisors to renew the NVTID.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS THAT:

Item #7.1.

District Law of 1994.

The Board of Supervisors ?nds that the Plan satis?es all requirements of Streets and Highways Code §36622.

The Board of Supervisors declares its intention to renew the NVTID and to levy and collect assessments on lodging businesses within the NVTID boundaries pursuant to the Property and Business Improvement District Law of 1994.

The NVTID shall include all lodging businesses, existing and in the future, availablefor public occupancy located within the boundaries of the cities of American Canyon, Calistoga, Napa, and St. Helena, the Town of Yountville, and the unincorporatedarea of the County of Napa, as shown in the map attached as Exhibit A.

The name of the district shall remain the Napa Valley Tourism Improvement District (NVTID).

The annual assessment rate is two percent (2%) of gross short-term (30 days or less) sleeping room rental revenue. In years three (3), six (6) and nine (9) of the NVTID’s term, the assessment rate may be recommendedto be increased by the Visit Napa Valley Board of Directors and then brought to the Napa Valley Tourism Corporation Board for ?nal approval. The maximum increase in years three (3), six (6) and nine (9) shall be one half of one percent (0.5%). The total assessment rate may not exceed three percent (3%) of gross short-term (30 days or less) sleeping room rental revenue. Based on the bene?t received, assessments will not be collected on stays of more than thirty (30) consecutive days. Stays by government employees on government business shall not be subject to assessment. “Government employee” shall mean foreign or domestic government employees subject to exemption from transient occupancy tax pursuant to each municipality’s municipal/county code.

The assessments levied for the NVTID shall be applied toward valley-wide marketing and sales and local jurisdiction destinationmarketing programs to market assessed lodging businesses in NVTID as tourist, meeting, and event destinations, as describedin the Plan. Funds remaining at the end of any year may be used in subsequent years in which NVTID assessments are levied as long as they are used consistent with the requirements of this resolution and the Plan.

The renewed NVTID will have a ten (10) year term, beginning June 16, 2025 or as soon as possible thereafter, and ending ten (10) years from its start date, unless renewed pursuant to Streets and Highways Code § 36660.

Item #7.1.

13. 14.

15. set for December 17, 2024, at 9:00 AM, or as soon thereafter as the matter may be heard, at the Board of Supervisors Chamberslocated at 1195 Third Street, Third Floor, Napa, CA 94559. The Clerk of the Board is directed to provide written notice to the lodging businesses subject to assessment of the date and time of the meeting and hearing, and to provide that notice as required by Streets and Highways Code §36623, no later than October 18, 2024.

At both the public meeting and hearing, the testimony of all interested persons for or against the renewal of the NVTID may be received. If at the conclusion of the public hearing, there are of record written protests by the owners of the lodging businesses within the renewed NVTID that will pay ?fty percent (50%) or more of the estimatedtotal assessment of the entire NVTID, no further proceedings to renew the NVTID shall occur for a period of one (1) year.

The complete Plan is on ?le with the Clerk of the Board and may be reviewed upon request.

This resolution shall take effect immediately upon its adoption by the Board of Supervisors.

THE FOREGOING RESOLUTION WAS DULY AND REGULARLY ADOPTED by the Napa County Board of Supervisors, State of California, at a regular meeting of the Board held on the 15th day of October, 2024, by the following vote:

AYES: SUPERVISORS GREGORY, COTTRELL, PEDROZA.

RAMOS, AND GALLAGHER
NOES: SUPERVISORS NONE
ABSTAIN : SUPERVISORS NONE
ABSENT: SUPERVISORS NONE
N - A COUNTY, po-lit'rcal‘subdivision of
, 'a
i
B : x
,
J ELLEGALLA HER:Chair ofthe Boardof
upervisors
Item #7.1.

EXHIBIT A
Item #7.1.

District Boundaries
Napa Valley Tourism Improvement District (NVTID)
9 Galistega
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Yountville
Item #7.1.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Greg Desmond, Planning and Building Director
Meeting: City Council - Nov 12 2024
Subject: Request of the Napa Valley Community Foundation for a loan to assist with the purchase/conversion of 4 market rate rental units to regulated affordable units
AGENDA TITLE:

Request for a 10-year loan of $400k from the City of Calistoga’s Affordable Housing Fund to assist with the purchase and conversion of 4 market rate rental units to regulated affordable units located at 1405 Cedar Street
RECOMMENDATION:

Consider Discussing the Item and Providing Staff Direction BACKGROUND:

In 2021, an existing 4-unit apartment complex locate at 1405 Cedar Street was donated to the Napa Valley Community Foundation (NVCF). NVCF is collaborating with Burbank Housing, a nonprofit affordable housing developer, to purchase the property and convert the 4 existing market rate units to regulated affordable housing units.

The parcel is zoned R1, is 9,600 square feet in size and is developed with a 4-plex residence configured as (4) 2-bedroom, 1-bath units that are 859 sf in size.

Burbank Housing proposes to regulate 3 of the units at the 80% affordability level and one of the units at the 120% affordability level.

At their October 21, 2024 meeting, the City of Calistoga's Housing Advisory Committee recommended that the City Council grant the request for the loan by utilizing funding available in the Affordable Housing Fund which
ANALYSIS:

The purchase price of the subject parcel is $1,080,000 (which is the currently appraised value).

Funding for the purchase of the subject parcel is as follows:
$400,000 Loan from the City of Calistoga's Affordable Housing Fund $130,000 Contribution from Burbank Housing
$550,000 Loan from Exchange Bank
Item #7.2.

The $400,000 loan would be to Burbank Housing at a maximum interest rate of 2% and would have a term of 10 years + 1 month. The city loan would be subordinated to the loan from the Exchange Bank.

This request is consistent with the following components of the City of Calistoga's Housing Element.

Goal H-2 which states that the City should: 'Promote housing that meets the needs of extremely low, low, and moderate-income households, particularly for those who work in Calistoga'.

Objective H2-1 which states that the City should 'Encourage the development of affordable housing'.

Policy A2.1-1 which states that the City should 'Provide incentives for the development of affordable housing'.

Policy A2.1-3 which states that the City should 'Continuously identify properties for purchase that would be well-suited to the construction of affordable and/or special-needs housing. The purchase would use revenue from sources such as TOT, in-lieu fees, development agreements, inclusionary housing and/or grant funding.

FINANCIAL IMPACT:

The City of Calistoga's Affordable Housing Fund (#78) has $4 million available at this time.

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):
1405 Cedar Street - loan request letter nvcf
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Oct 31 2024 Laura Snideman, City Manager Approved - Nov 05 2024
Yudiana Galvan, City Clerk Approved - Nov 05 2024
Item #7.2.

October 11, 2024
Calistoga City Council
City Hall
1232 Washington Street
Calistoga, CA 94515
RE: Request for $400K loan to preserve 4 units of workforce housing in Calistoga Dear Council Members,
My name is Terence Mulligan, and I’m the President & CEO of Napa Valley Community Foundation (NVCF), which has distributed more than $106 million to charitable organizations in the Valley in the last 30 years.

I’m looking forward to speaking with you at your November 12 Council meeting about the attached proposal, with which some of you are already familiar.

The short version of my longer story goes like this: we own a 4-unit apartment building at 1405 Cedar Street in Calistoga that was donated to the Foundation in 2021. Typically, we sell donated property as soon as possible to the highest bidder, so that we can turn fixed assets into cash to fuel our annual grant distributions.

However, when we discovered that our Cedar Street tenants were paying a very affordable monthly rent (about $1,500 per month for each 2-bedroom, 1-bath unit), and that every tenant had been there for 10 years or more, we felt compelled to approach this property differently, for fear of worsening the housing crisis in Calistoga instead of doing something mission-aligned that might protect the tenants, or future tenants, from displacement.

The different approach I’m talking about is described in the attached proposal, and the only way it’s going to pencil is with your help.

Thank you very much in advance for your consideration. I look forward to hearing your thoughts and answering any questions you may have on November 12.

Sincerely yours,
Terence P. Mulligan
Item #7.2.

Proposal to the City of Calistoga
• Preserve 4 units of workforce housing in Calistoga by making a loan in the amount of $400,000 to Burbank Housing, a nonprofit housing developer and manager, so Burbank can purchase 1405 Cedar Street from NVCF
• Purchase price: $1,080,000 (current appraised value, please see attached) • Funding for purchase:
- $400,000 loan from City of Calistoga housing funds (proposed) - $130,000 contribution from Burbank (confirmed)
- $550,000 loan from Exchange Bank (confirmed)
$1,080,000
• Three of the four units will be permanently deed restricted to tenants earning up to 80% of Area Median Income
• One of the four units will be permanently deed restricted to tenants earning up to 120% of Area Median Income (to address the City’s goal of creating or preserving housing for moderate-income residents)
Proposed Loan Terms
• $400,000 loan to Burbank Housing at a maximum interest rate 2.00% • Maturity date: no sooner than 10 years + 1 month ^
• Interest payments to be accrued and deferred until the maturity date • No monthly principal payments; principal due upon maturity • The City’s loan would be subordinated to the loan from Exchange Bank ^ The term of the Exchange Bank loan is 10 years. Exchange Bank requires that any loan approved by the City must mature after their loan matures.

About NVCF
The Foundation and its donors have been good partners to the City of Calistoga. Among other things, we purchased a Type III engine for the Fire Department for $435,000 in 2018; provided $5.5M in grants over the last 10 years to the UpValley Family Center and $5.5M in grants over the last 4 years to the Brannan Center; invested $250,000 to build the Calistoga clubhouse of the Boys & Girls Club and $400,000 to build the community pool and $100,000 to build the NCOE/Sattui childcare center.

Item #7.2.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Greg Desmond, Planning and Building Director
Meeting: City Council - Nov 12 2024
Subject: Presentation and Discussion of Development Impact Fee Study AGENDA TITLE:

Economic & Planning Systems, Inc. will present a draft of the Development Impact Fee Study for Fire, Police, Culture/Recreation, City and Administration Impact Fees for City Council discussion.

RECOMMENDATION:

Provide direction regarding the outcome of the draft study including any direction related to the amount of increase in the proposed fees.

BACKGROUND:

Deveopment impact fees which cover the cost of the increased need for city facilities and services based on new development have not been raised since 2014. A nexus study has been completed to descibe the projects, the percentage of the projects triggered by new development, and the resulting recommended impact fees to new development.

Following city council direction, staff will return to the city council to update our municipal code (Title 3, Revenue, Finance and Expenditure) and take any additional necessary steps to update Fire, Police, Culture/Recreation, City Administration and Transportation development impact fees.

Tonight's discussion focuses on all fees except transportation.

ANALYSIS:

In 2023, the City retained the services of Economic and Planning Systems, Inc (EPS) and W-Trans to complete a nexus study as required by State law to update the development impact fees.

The draft development impact fee report which includes information on the Fire, Police, Culture/Recreation, City and Administration Impact Fees is attached for review. EPS will be presenting their analysis and findings. The increase in proposed fees ranges from 92%-305%. See Table 2 on Page 3 of the attached report for more information.

Input from the City Council will be incorporated into the Final Report which will also include the analysis of the Transportation Fees. These items are scheduled to be brought to the City Council on December 3, 2024 along with a resolution to adopt the new Impact Fees based on the study.

FINANCIAL IMPACT:

Should fees be increased, the city will have additional funding available for certain projects, especially capital improvement projects. The amounts are based on the amount of development activity that occurs and are unpredictable.

Item #7.3.

CEQA STATUS:

Not applicable
ATTACHMENT(S):

Calistoga DIF Study Draft-103124
DIF Study Appendix Tables A-C
CouncilMeeting_11.4.24_revised
Calistoga AB 1600 Resolution Final Draft 10.31.24
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Nov 04 2024 Laura Snideman, City Manager Approved - Nov 04 2024
Yudiana Galvan, City Clerk Approved - Nov 05 2024
Item #7.3.

Internal Review Draft Report
City of Calistoga
Development Impact Fee Study
(DRAFT REPORT – EXCLUDES TRANSPORTATION FEE ANALYSIS)
Prepared for:

City of Calistoga
Prepared by:

Economic & Planning Systems, Inc. and W-Trans
December 2024
EPS #211041
Item #7.3.

Contents
MAXIMUM FEE SCHEDULE ............................................................................................... 2 KEY ASSUMPTIONS AND SOURCES ..................................................................................... 3 LEGAL CONTEXT .......................................................................................................... 4 REPORT ORGANIZATION ................................................................................................. 5 RESIDENTIAL DEVELOPMENT AND POPULATION GROWTH............................................................ 7 NONRESIDENTIAL DEVELOPMENT AND EMPLOYMENT AND VISITOR GROWTH...................................... 7 SERVICE POPULATION AND ALLOCATION FACTORS ................................................................. 11 POLICE................................................................................................................... 12 Nexus Findings ..................................................................................................... 12 Capital Cost Estimates ........................................................................................... 13 FIRE...................................................................................................................... 14 Capital Cost Estimates ........................................................................................... 15 CULTURAL/RECREATIONAL ............................................................................................ 17 Nexus Findings ..................................................................................................... 17 Capital Cost Estimates ........................................................................................... 17 CITY ADMINISTRATION ................................................................................................ 19 Nexus Findings ..................................................................................................... 19 Cost Allocation Analysis ......................................................................................... 19 TRANSPORTATION ...................................................................................................... 20 APPENDIX A: Calistoga DIF Long-Term Capital Improvement Plan APPENDIX B: Detailed Public Safety Equipment & Vehicle Lists APPENDIX C: Commercial Fee Breakdown
Item #7.3.

List of Tables
Table 1 Summary of Maximum Capital Facility and Equipment Development Impact Fees ..... 2 Table 2 Fee Level Comparison ...................................................................................... 3 Table 3 Service Population Estimates and Allocations ....................................................... 8 Table 4 City of Calistoga Development Pipeline ............................................................... 9 Table 5 Future Daily Population, Employment, and Visitor Forecast .................................. 10 Table 6 Calistoga Police Department Infrastructure Cost Estimates .................................. 14 Table 7 Calistoga Fire Department Infrastructure Cost Estimates ..................................... 16 Table 8 Cultural/Recreation Capital Improvements List .................................................. 18 Table 9 Administrative Facilities and Cost Required to Maintain Existing Service Level ........ 20 Table 10 Summary of 20-Yr Capital Facilities Costs Allocation Between New and Existing Development ................................................................................................ 21 Table 11 New Development Maximum Cost Allocation by Land Use .................................... 22 Table 12 New Development Maximum Cost by Land Use ................................................. 23 Table 13 Maximum Fee by Land Use ............................................................................. 24 Table 14 Per Square Foot Fee Conversion ...................................................................... 25 Item #7.3.

Calistoga Development Impact Fee Study
Administrative Draft Report 10/31/24
Economic & Planning Systems, Inc. 1 Z:\Shared\Projects\Oakland\211000s\211041_Calistoga Impact Fee Update\Report\211041_CalistogaDIFStudy_Draft_103124.docx

1. INTRODUCTION AND RESULTS
This Development Impact Fee Study provides the City of Calistoga (City) with the necessary technical documentation to update the City’s Development Impact Fee Program (Fee Program).

The Citywide Development Impact Fee Program generates funding for capital facilities and equipment investments associated with police, fire, cultural/recreation, City administration, and transportation functions. Impact fees are one-time charges on new development collected and used by the City to cover the cost of capital equipment and facilities that are required to serve new growth.

This updated fee program will replace the existing Fee Program. This technical study has been prepared by Economic & Planning Systems, Inc. (EPS) in association with W-Trans, Inc., with direction and input from City staff in the City Administration, Planning, Fire, Police, and Public Works Departments.1
The Fee Program described in this Report is based on the identification of the required investment in new and life cycle replacement of capital facilities by City staff based on existing operations and growth expectations. The Fee Program focuses on a time frame of 20 years and, as such, uses forecasts of growth and development and expected capital facilities needs over this period. In some cases, specific capital facility project investments have been identified and in other cases categories of capital facility improvements were identified. Identified individual projects may be altered or replaced over time (with other qualifying projects) as the City administers the Fee Program and funds capital equipment and facilities needed to serve new development.

This Report provides the nexus findings under the Mitigation Fee Act, a description of AB 602 compliance, underlying analysis, and the associated calculations of the maximum supportable citywide fees that could be charged. The City may elect to adopt fees below the maximum supportable level based on economic or policy considerations. Such fee reductions could either occur through a formal reduction in the maximum fee estimates (by reducing facilities standards or planned investments) or by maintaining the same capital facilities program and backfilling the reduced fee revenues with alternative sources of capital funding.

This Report and the technical information it contains should be maintained and reviewed periodically by the City as necessary to ensure Impact Fee accuracy and to enable the adequate programming of funding sources. To the extent that improvement requirements, costs, population, employment, visitors or development potential changes over time, the Fee Program will need to be updated.
1 W-Trans prepared the transportation development impact fee analysis, fully documented in Appendices.

Item #7.3.

Calistoga Development Impact Fee Study
Administrative Draft Report 10/31/24
Economic & Planning Systems, Inc. 2

Maximum Fee Schedule
Table 1 shows the City’s maximum capital facility and equipment impact fee schedule for the facility types evaluated based on the nexus findings and analysis contained in this Report. If adopted, these updated development impact fees would apply to new residential and nonresidential development and help fund a proportional share portion of capital facility and equipment costs. The maximum fee estimates include a 2 percent fee program administration fee consistent with the current fee program and Mitigation Fee Act program administrative costs applied in many other California jurisdictions.2 Fees apply to new development inside the City limits.

The fees shown in Table 1 represent the maximum updated fees that the City may levy, as calculated in this analysis. As noted above, the City can adopt fees at levels below these maximum, nexus-supported levels based on policy considerations. As directed by AB 602, per unit residential fees are translated into and will be applied on a per square foot basis.3 Table 1 Summary of Maximum Capital Facility and Equipment Development Impact Fees
2 The 2 percent administration cost is designed to cover expenses for preparation of the development impact fee and subsequent updates as well as the required reporting, auditing, collection and other annual administrative costs involved in overseeing the program. Development impact fee programs throughout California have applied similar administrative charges. 3 The calculation of per square foot fees on new residential development divides the per unit cost by the estimated average size of a residential home in the City of 2,500 square feet. This average home was derived from data from City staff on the sizes of recent residential development in the City.

Item per unit per sq.ft. Hotels/Motels Winery Retail Office Industrial per room per winery per sq.ft. per sq.ft. per sq.ft.

Fire $7,774 $3.11 $4,215 $6,288 $3.66 $5.24 $2.42
Police $1,034 $0.41 $561 $837 $0.49 $0.70 $0.32
Quality of Life
Cultural / Recreation $8,844 $3.54 $1,311 $2,384 $1.66 $2.38 $1.10 City Administration $7,228 $2.89 $3,919 $5,846 $3.40 $4.87 $2.25 Transportation Fee1
Total $24,880 $9.95 $10,007 $15,356 $9.20 $13.18 $6.09
Admin Cost2 $498 $0.20 $200 $307 $0.18 $0.26 $0.12
Total with Admin Cost $25,378 $10.15 $10,207 $15,663 $9.38 $13.45 $6.21 (1) Transportation Fee calculations are still in progress. (2) Set at 2% consistent with many development fee programs set in California.

Sources: City of Calistoga; Economic & Planning Systems, Inc.

Residential Development Non-Residential Development
Item #7.3.

Calistoga Development Impact Fee Study
Administrative Draft Report 10/31/24
Economic & Planning Systems, Inc. 3
Table 2 compares the Maximum Capital Facility Fees calculated in this nexus study to the existing fee schedule in the City of Calistoga. As shown, the adoption of the maximum allowable fees would result in a doubling or more of fees in most land use categories.

Table 2 Fee Level Comparison
If adopted, the new fees would replace the City’s existing fee schedule charged to new development (exclusive of existing development agreements), for public safety improvements, quality of life (cultural/recreational/city administration facilities), and transportation improvements.

Key Assumptions and Sources
The results of this analysis are based on a variety of conditions and assumptions provided by City staff regarding the need for and cost of new and replacement capital facilities, vehicles, and capital equipment and development capacity/growth projections. Assumptions are covered in detail in later chapters, though some of the key factors are summarized below:
 Capital Facilities and Equipment. The Fire and Police Department provided a comprehensive list of existing capital equipment, vehicles, and communications technology and the associated replacement schedule necessary over the next 20 years. The public safety items included in the fee program all have a replacement life of five years or more and are considered capital items. In addition, the City provided an estimate of the size of the new City Hall and Council Chambers required to serve the City as a whole.  Cost Estimates. Public safety capital item cost estimates were provided by the Fire and Police Departments based on their extensive knowledge of capital equipment unit costs.

Land and facility construction costs for both City administrative and cultural/recreation Maximum Fees -
2024 Update Existing Fees
Percent
Change
Residential1 $25,377.66 $13,223.68 92%
Retail $9.38 $4.08 130%
Office $13.45 $3.32 305%
Industrial $6.21 $1.85 236%
Hotels/Motels $10,207.04 $4,048.57 152%
(1) Existing residential fee reflects average of single family and multifamily fees.

Item #7.3.

Calistoga Development Impact Fee Study
Administrative Draft Report 10/31/24
Economic & Planning Systems, Inc. 4
improvements were provided by City Staff or sourced from the City’s 10-Year capital improvement plan. Transportation costs are based on W-Trans planning level estimates based on other comparable projects. All figures are provided in constant 2024 dollars.  Capital Demands and Cost Allocation. With the exception of the cultural/recreation category, capital costs are allocated between new and existing development as well as between different land uses based on service demand and associated capital use and needs.

Specifically, a service population approach is used for capital facilities demand/need that incorporates the relative demand from the full-service population, including residents, employees, and visitors. City expectations concerning persons per household and employment densities for nonresidential development and available data on visitors associated with overnight lodging are used to translate between development types and capital facility needs. Distinctly for cultural/recreation facilities, a modified service population was used, reducing the relative impact of employees and visitors on the demand for City facilities, and costs are allocated between land uses based on relative demands from different types of new development.4
 Growth and Development. The development impact fee calculations are based on estimates of new and existing development, population, employment, and visitors over the next 20 years. Key sources for the baseline estimates are the 2024 Department of Finance (DOF) data, the 2022 American Community Survey, and City data. The new development forecast is based on an evaluation of land capacity and potential development by Planning Department staff.

Legal Context
This Nexus Study is designed to provide the necessary technical analysis to support the updated Calistoga Development Impact Fee program. The Mitigation Fee Act allows the City to adopt, by resolution, the citywide Fee Program consistent with the supporting technical analysis and findings provided in this Nexus Report, and consistent with the basic parameters of the fee that have been adopted by an enabling ordinance and codified in the Municipal Code.

Impact fee revenues are used to cover the cost of constructing capital and infrastructure improvements required to serve new development and growth in the area in which they apply.

Impact fees must be based on a nexus, or connection, between new development and the need for specific capital facilities and improvements and the fee levels must be proportional to the impacts of the new development. Impact fee revenue cannot be used to cover the operation and maintenance costs of these or any other facilities and infrastructure. In addition, impact fee revenue cannot be collected or used to cover the cost of preexisting infrastructure needs or deficiencies.

In establishing, increasing, or imposing a fee as a condition for the approval of a development project, Government Code 66001(a) and (b) require a local agency to:
4 As explained in subsequent chapters, the relative demands for cultural/recreational facilities between residents, employees, and visitors tend to be different than for other facilities (such as public safety).

As a result, different service population ratios are used.

Item #7.3.

Calistoga Development Impact Fee Study
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Economic & Planning Systems, Inc. 5

1. Identify the purpose of the fee;

2. Identify how the fee is to be used;

3. Determine how a reasonable relationship exists between the fee use and type of development project for which the fee is being used;

4. Determine how the need for the public facility relates to the type of development project for which the fee is imposed; and

5. Show the relationship between the amount of the fee and the cost of the public facility.

In September 2021, the State of California adopted Assembly Bill (AB) 602, which includes several new requirements related to the development and implementation of impact fee programs. Two key provisions related to the calculations documented in this Nexus Report are summarized below.
 Capital Improvement Plan: AB 602 requires that jurisdictions adopt a capital improvement plan as part of the nexus study process. This adoption can occur at the same time as the fee ordinance adoption. Accordingly, this Nexus Report relies on a Calistoga DIF Long-Term Capital Improvement Plan (Calistoga DIF CIP) to be approved by the City Council in conjunction with the DIF Program.5 The Calistoga DIF CIP presented in this Nexus Report is derived from the capital improvements identified as part of this Nexus Report and is attached as Appendix Table A-1.
 Per Square Foot Residential Fees: AB 602 notes that for fees adopted after July 1, 2022, the nexus study must “either calculate a fee levied or imposed on a housing development proportionately to the square footage of the proposed units or make specific findings explaining why square footage is not an appropriate metric to calculate the fees.” AB 602 also notes that “This bill would require that a local agency that calculates fees proportionately to the square footage of the proposed units be deemed to have used a valid method to establish a reasonable relationship between the fee charged and the burden posed by the development.” This analysis uses an estimate of the average unit size of residential units in the City based on research and data provided by City staff on the size of units at recent residential developments in the City. This average home size was then applied to the per unit fees, to determine the maximum per square foot fee for residential development.

Report Organization
Following this chapter, Chapter 2 discusses the development capacity and growth estimates and forecasts used in this analysis. Chapter 3 outlines the nexus findings for each of the capital improvement categories and the associated technical analysis that derives the maximum allowable updated impact fees. Chapter 4 presents the resulting maximum fee by land use.

Appendix A provides a list of all capital improvements included in the Fee Program. Appendix 5 The Calistoga DIF CIP is different from and does not replace the City's 10-year CIP. These separate CIP documents serve a shorter-term frame and generally rely on more specific project parameters than the DIF CIP. That said, the DIF CIP may provide funding to support some projects included in the 10-year CIP.

Item #7.3.

Calistoga Development Impact Fee Study
Administrative Draft Report 10/31/24
Economic & Planning Systems, Inc. 6
B includes detailed equipment, and vehicle lists for Police and Fire. Appendix C provides a breakdown of the fee calculations for commercial land uses. Detailed transportation impact fee methodology and calculations conducted by W-Trans is provided in Appendix D.

Item #7.3.

Calistoga Development Impact Fee Study
Administrative Draft Report 10/31/24
Economic & Planning Systems, Inc. 7 Z:\Shared\Projects\Oakland\211000s\211041_Calistoga Impact Fee Update\Report\211041_CalistogaDIFStudy_Draft_103124.docx

2. DEVELOPMENT FORECASTS AND SERVICE POPULATION
This chapter presents estimates of future development in the City of Calistoga, the associated demographic, job, and visitor growth forecasts, and the current City counts. This data is used too derive the appropriate allocation of capital costs between existing and new development and between different land uses. This includes the appropriate allocations between new and existing development as well as between different land uses. Estimates of new development were provided by City staff after careful consideration of development capacity and the potential for development over the 20-year study timeframe. Forecasts of new development were converted into population, visitor, and job estimates based on established sources. Different allocation factors (percentages) were derived based on different service population metrics; these service population metrics establish relative levels of capital facilities demand from different demand drivers (i.e., residents, employees, and visitors) for different capital types (e.g., police vs. parks and recreation).

Residential Development and Population Growth
Table 3 shows estimates of existing and new population associated with the forecasts of new residential development over the next 20 years. As shown, population in the City is expected to increase from about 5,100 to nearly 6,200 over the next 20 years, representing a 20 percent increase. This increase in residents is expected to be driven by the development of 425 residential units, as shown in Table 4. The household size assumption is based on the City’s existing average and are shown in Table 5.

Nonresidential Development and Employment and
Visitor Growth
As shown in Table 3, total current jobs in the City are estimated at about 1,800. An increase of about 830 jobs to about 2,630 total jobs is forecast over the next 20 years, an increase of 58 percent over the existing baseline. Most of the job growth is expected to be generated by new tourist accommodations and other commercial development, primarily through the forecasted addition of 270 guest rooms and about 235,000 square feet of new commercial and restaurant space (see Tables 4 and 5). These nonresidential development forecasts were converted into job growth based on the employment density assumptions (i.e., square feet per employee) and are shown in Table 5.

Item #7.3.

Calistoga Development Impact Fee Study
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Table 3 Service Population Estimates and Allocations
Item Weight1 Existing Potential Growth Forecast Total
Populations (20 years)
Residents 100% 5,142 1,051 6,193
% of Buildout 83% 17% 100%
Jobs 50% 1,803 829 2,632
% of Buildout 69% 31% 100%
Overnight Visitors2 50% 1,159 454 1,613
% of Buildout 72% 28% 100%
Service Population3 6,623 1,692 8,315
(weighted mix )
% of Buildout 80% 20% 100%
Modified Service Population4 5,619 1,262 6,881
(weighted mix )
% of Buildout 82% 18% 100%
Sources: California Department of Finance; U.S. Census; Economic & Planning Systems, Inc. (1) Based on the EPS assumption as a proxy for relative contribution to facilities and equipment demand for public safety and City administration uses.
(2) Day visitors are not attributed to any particular land use and are excluded from this analysis given their shortterm stay. (3) A service measure designed for general city service demand; reflects residential uses having a factor of 1, while commercial and tourist accommodation uses have a factor of 0.5. (4) A service measure designed for cultural/recreation demand; reflects residential uses having a factor of 1, while commercial uses having a factor of 0.2 and tourist accommodation of 0.1.

Item #7.3.

Calistoga Development Impact Fee Study
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Table 4 City of Calistoga Development Pipeline
Land Use
Commercial
Hotels/Motels 270 rooms
Wineries 3 wineries
Commercial 235,000 sq.ft.

Residential
Single Family 106 units
Multi-Family 319 units
Residential Total 425 units
Sources: City of Calistoga; Economic & Planning Systems, Inc.

New Development
Item #7.3.

Calistoga Development Impact Fee Study
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Table 5 Future Daily Population, Employment, and Visitor Forecast Item Residents Employees Visitors
Commercial
Hotels/Motels1 1.7 visitors per room 454

1.0 employee per room 270
Winery2 4.0 employees per winery 12
Commercial2 430 sq.ft. per empl. 547
Residential3 2.47 people per hh 1,051
Totals 1,051 829 454
(1) Based on average of 2.4 visitors per occupied room and 70% occupancy based on the normalized hospitality trends. (2) Assumed by EPS based on the citywide averages, City documents, and experience in other comparable jurisdictions. (3) Based on current people per household in Calistoga, per American Community Survey 2021 5-Year Estimate.

Sources: City of Calistoga, and Economic & Planning Systems, Inc.

Potential New Growth
Forecasting Factor
Item #7.3.

Calistoga Development Impact Fee Study
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Economic & Planning Systems, Inc. 11
Actual employment growth will depend on a wide range of factors, including broader economic cycles, pace of development activity, and the regulatory framework in the City.

Given Calistoga’s orientation towards tourism, this analysis considers overnight visitors and visitor-generating uses an important component of the demand for capital improvements. Based on the data from the pre-pandemic 2018 Napa Valley Tourist Profile Survey, EPS estimated a current annual average of 1,159 daily overnight visitors in Calistoga. The development of 270 guest rooms would support the growth of about 450 overnight visitors over the next 20 years.

The growth estimate is based on the forecast for new tourist accommodation development and average visitors per room assumption shown in Tables 3 and 4.

Service Population and Allocation Factors
Service population is a measure commonly used to incorporate job, and sometimes visitor, growth as well as resident growth into allocations of capital facilities demand and associated costs. An employee or visitor tends to place a lower level of demand on a City’s capital facilities, vehicles, and equipment than a resident. As a result, the capital facilities demand weighting is typically discounted for employees and visitors. The appropriate weighting can also vary for different capital improvement groups (e.g., police vs. parks and recreation).

Based on capital improvements included in this analysis, typical approaches to relative demand in other nexus studies, as well as recent research by EPS into relative demand by visitors for parks and recreation facilities, two different service population estimates were developed.

Service population estimates for public safety (police and fire) and City administration capital improvements are derived based on a weighting of 1.0 for residents and 0.5 for employees and visitors.6 A modified service population was developed for cultural/recreation land and facilities based on recent EPS research. This allocation reflects a lower level of demand from employees and visitors for parks and recreation facilities and includes a weighting of 1.0 for residents, 0.2 for employees, and 0.1 for visitors.

Table 3 shows the current service population is about 6,620 with a forecast increase of about 1,690 associated with new residents, jobs, and visitors. This represents a 26 percent increase over the existing service population which is used as a measure of the demand increase from new development for capital improvements. For the modified service population, the current service population is about 5,620 with a forecast increase of about 22 percent associated with new residents, jobs, and visitors. These service population proportional increases as well as the relative service population growth by different land uses ensure an appropriate and proportional allocation of capital costs between existing and new development and between different new land uses in the subsequent chapters.
6 Service population is a commonly used measure that estimates service needs based on relative demand generated by residents, employees, and visitors.

Item #7.3.

Calistoga Development Impact Fee Study
Administrative Draft Report 10/31/24
Economic & Planning Systems, Inc. 12 Z:\Shared\Projects\Oakland\211000s\211041_Calistoga Impact Fee Update\Report\211041_CalistogaDIFStudy_Draft_103124.docx

3. NEXUS FINDINGS AND CAPITAL COST ESTIMATES
This chapter describes the necessary "nexus" between new development in Calistoga and the proposed capital equipment and facilities investments, as required under Government Code Section 66000 (also referred to as AB1600 or the Mitigation Fee Act). In addition, the methodology and technical calculations for determining the proportionate cost allocation to the new development of the total public safety (police and fire) and quality of life (cultural/recreational and City administration) capital costs and capital replacement costs (as appropriate) over the next 20 years are provided. This chapter is divided into five sections corresponding to the following capital facilities/ development impact fee categories:
1) Police
2) Fire
3) Cultural/Recreation
4) City Administration
5) Transportation
For each development impact fee category, the necessary "nexus" between new development in Calistoga and the proposed capital facilities is described. Nexus findings address:
1) the purpose of the fee and a related description of the facility for which fee revenue will be used, 2) the specific use of fee revenue, 3) the relationship between the facility and the type of development, 4) the relationship between the need for the facility and the type of development, and 5) the relationship between the amount of the fee and the proportionality of cost specifically attributable to new development. In addition, the methodology and technical calculations for determining future needs and the associated “fair share” allocation of costs to new development are provided. The subsections below describe the nexus findings for the updated development impact fee program. Chapter 4 builds from these findings and analyses to estimate maximum supportable development impact fees.

Police
The Police development impact fees will cover new development’s share of the costs associated with the replacement of capital equipment and vehicles. Capital items will depreciate more quickly as new development occurs and the City’s service population grows. The subsections below describe the nexus findings and the technical cost allocation analysis for the proposed Police fee.

Nexus Findings
Purpose
The fee will help ensure adequate replacement intervals for Police Department equipment and vehicles in the City of Calistoga, including patrol vehicles, protective equipment, and communications technology utilized by the Police Department.

Use of Fee
Fee revenue will be used to replace capital equipment, such as acquisition of new vehicles and information technology equipment after a period of use.

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Relationship
New development in Calistoga will increase the use of police equipment and vehicles utilized for citywide service provision. Fee revenue will be used to help fund capital replacement of equipment and vehicles.

Need
Each new development project will add to the incremental use of existing police equipment and vehicles. The City’s existing set of equipment and vehicles will require more frequent replacement due to the greater use levels associated with new development (and associated service population) in the City.

Proportionality
The replacement costs of police equipment and vehicles are allocated proportionately between new and existing development based on their relative share of demand (as measured by their relative share of service population over the next 20-year period). Replacement costs associated with new development are similarly allocated between land uses proportional to their relative generation of demand, as measured by service population.

Capital Cost Estimates
The required investment in police-related equipment is shown in Table 6 with more detail provided in Table B-1. As shown below, the Police Department anticipates a total cost of approximately $3.5 million over 20 years. About 20 percent of these costs are allocated to new development, per the service population calculation in Table 3. These cost estimates are described in more detail below.
 Safety Gear and Equipment. The Police Department provides specialized gear and equipment to its police staff, including protective gear and firearms. The replacement cost for these items is estimated at about $16,700 annually with the total cost of approximately $333,000 over 20 years.
 Communications. The Police Department utilizes specialized communication equipment and technology for emergency response, including radios and computers. The replacement cost for these items is estimated at about $66,000 annually or $1.3 million over 20 years.  Vehicles and Equipment. The cost of police vehicles and associated equipment replacement is based on existing vehicle inventory. The City currently has nearly 30 units of vehicles, motorcycles, and associated equipment. Based on the replacement life and market cost of new vehicles and associated equipment, an annual replacement cost of about $91,000 annually is required to maintain the existing fleet. This cost estimate does not reflect items funded through other sources, such as grants.

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Table 6 Calistoga Police Department Infrastructure Cost Estimates Fire
The Fire development impact fees will cover new development’s share of the costs associated with the replacement, acquisition, and improvement of existing capital facilities, equipment, and vehicles. Capital items will depreciate more quickly as new development occurs and the City’s service population grows, and some new vehicles will be required to serve new development The required investment in fire-related equipment, vehicles, and facilities improvements is shown in Table 6 with more detail provided in Table B-2. As shown, the Fire Department anticipates a total of about $9.6 million over 20 years. Capital items will depreciate more quickly as new development occurs and the city’s service population grows. About 20 percent of these costs are allocated to new development, per the service population calculation. The subsections below describe the nexus findings and the technical cost allocation analysis for the proposed Fire fee.

Nexus Findings
Purpose
The fee will help ensure adequate replacement intervals for Fire Department equipment and vehicles in the City of Calistoga, including the vehicles and equipment utilized by the Fire Department. Additionally, this fee will fund the expansion and upgrades to the existing Fire Station.

Cost Allocated
Item Total Cost to New Development1
Safety Gear / Equipment2 $333,330 $67,838
Communications2 $1,319,162 $268,470
Vehicles / Equipment2 $1,826,167 $371,653
Total $3,478,658 $707,960
(1) 20 percent of costs are attributed to new development. See Table 3. (2) See Table B-1 for detailed list.

Sources: City of Calistoga; Economic & Planning Systems, Inc.

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Use of Fee
Fee revenue will be used to replace capital equipment, such as acquisition of new fire engines and other vehicles after a period of use.

Relationship
New development in Calistoga will increase the use of fire equipment and vehicles utilized for citywide service provision. Fee revenue will be used to help fund capital replacement of equipment and vehicles.

Need
Each new development project will add to the incremental use of existing fire equipment and vehicles. The existing set of equipment and vehicles will require more frequent replacement due to the greater use levels associated with new development (and associated service population) in the city.

Proportionality
The replacement costs of equipment are allocated proportionately between new and existing development based on their relative share of demand (as measured by their relative share of service population over the next 20-year period). Replacement costs associated with new development are similarly allocated between land uses proportional to their relative generation of demand, as measured by service population.

Capital Cost Estimates
The required investment in fire-related equipment, vehicles, and facilities improvements is shown in Table 7 with more detail provided in Table B-2. As shown, the Fire Department anticipates a total of about $9.6 million over 20 years. Capital items will depreciate more quickly as new development occurs and the city’s service population grows. The subsections below describe the nexus findings and the technical cost allocation analysis for the proposed Fire fee.  Fire Station Upgrade. The Fire Department plans to expand and upgrade its existing fire station facility. These improvements are envisioned to accommodate additional firefighters and add a bathroom facility and are estimated at $7 million over the next 20 years.  Vehicle Fleet Expansion. The Fire Department plans to acquire a new ladder truck to serve new development due to its taller building heights. The average annual cost of the ladder truck is $122,000 totaling $2.4 million over the course of the next 20 years. Because the ladder truck is required specifically because of new development, the full cost of the ladder truck is allocated to new development.
 Vehicles and Equipment. The Fire Department uses vehicles to meet its citywide service goals, and as new development takes place, it will contribute to replacement costs based on the additional use of these items. Based on the market cost of new vehicles estimated by the Fire Department, these items will result in a replacement cost of about $311,000 a year or about $6.2 million over the next 20 years. The Fire Department equips all firefighters with specialized gear and equipment, including boots and helmets. In addition, the Department uses specialized equipment like pumps, blowers, and exhaust fans for emergency incidents.

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Annual replacement costs for these items are estimated at $46,000 with the total cost at $920,000 over a 20-year period. In total the annual replacement costs for vehicles and equipment is $357,000, for a total of $7.1 million over 20 years.

Table 7 Calistoga Fire Department Infrastructure Cost Estimates Cost Allocated
Item Total Cost to New Development1
Firehouse Expansion/Upgrades2 $7,000,000 $1,424,607
Vehicle Fleet Expansion3 $2,442,333 $2,442,333
Vehicles and Equipment4 $7,143,635 $1,453,839
Total $9,585,968 $5,320,779
(1) 20 percent of costs are attributed to new development. See Table 3. (2) Cost estimates provided by City of Calistoga Fire Department Staff. (4) See Table B-2 for detailed list.

Sources: City of Calistoga; Economic & Planning Systems, Inc. (3) Refers to new vehicles which primarily will serve new development. 100 percent of costs is therefore allocated to new development.

Item #7.3.

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Cultural/Recreational
The Cultural/Recreation impact fee is designed to cover the costs associated with new parks and recreation facilities required to serve future growth in Calistoga. It covers the appropriate share of the costs of improving parks and associated facilities. New capital facilities will be required as the City’s population increases. The subsections below describe the nexus findings and the technical cost allocation analysis for the proposed Cultural/Recreational fee.

Nexus Findings
Purpose
The fee will fund the provision of an adequate level of parks and recreation facilities to maintain an existing service standard.

Use of Fee
Fee revenue will contribute funding towards parks and recreational facilities.

Relationship
New development in Calistoga will increase the City’s demand for park and recreation facilities.

Fee revenue will be used to increase the availability of parks and recreation facilities in order to maintain the existing service standard of parks and recreation provision.

Need
Each new development project will add to the incremental need for park and recreation facilities.

As a result, improvements considered in this study are estimated to be necessary to maintain the City's existing service provision goals without adversely affecting the existing level of service.

Proportionality
The cost of the cultural/recreation improvements is allocated proportionately between new and existing development based on their relative share of demand (as measured by their relative share of service population) after a 20-year period. The cost share associated with new development is similarly allocated between land uses proportional to their relative generation of demand, as measured by service population.

Capital Cost Estimates
The inventory of the cultural/recreation improvements and the associated costs are shown in Table 8. City staff provided this capital improvement list based on the City’s 10-Year Capital Improvement Plan. Required public improvements as part of the Fairgrounds Redevelopment Project will be much higher than those shown. The City has identified their planned investment level over the next 10 years. The City has also indicated that a similar set and cost of investments is planned for the next 10-year period, so the 10-year costs are doubled to provide the estimated capital improvement program cost over the next 20 years.

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Table 8 Cultural/Recreation Capital Improvements List
Cost Allocated
Item Gross Cost Other Funding Net Cost to New Development1 Community Center $300,000 $300,000 $55,025
Logvy Park Improvements 956000 $330,000 $626,000 $114,820 Heather Oaks Parkway $195,000 $195,000 $35,767
Gateway Project (Vine Trail bookend)3 $1,600,000 $1,600,000 $293,469 Fairgrounds Redevelopment $10,225,000 $1,022,500 $9,202,500 $1,687,904 Improvements to Pools $795,000 $795,000 $145,817
Improvments to Parks $767,000 $767,000 $140,682
Total CIP 2023-2033 $13,485,500 $2,473,483
Next CIP Improvements 2033-20432 $13,485,500 $2,473,483 Total $26,971,000 $4,946,967
(1) 20 percent of costs are attributed to new development. See Table 2. (2) Assumes next 10 year CIP costs will be about the same as current CIP. (3) Assumes 10% of costs are paid by private entity.

Sources: City of Calistoga Capital Improvement Projects 2023-2023; City of Calistoga Item #7.3.

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City Administration
The City Administration Facilities development impact fee will cover new development’s share of the costs associated with a new City Hall and Council Chambers, as well as improvements to existing buildings and upgrades to the information technology (IT) systems. This facility will serve citywide needs, with new growth comprising a portion of the overall demand. The subsections below describe the nexus findings and the technical cost allocation analysis for the proposed City Administration capital facilities fee category.

Nexus Findings
Purpose
The fee will help maintain adequate levels of City administration facilities service in Calistoga, including an adequate City Hall and Community Center space as well as associated land needs.

Use of Fee
Fee revenue will be used to help fund land acquisition and construction of a new City Hall and Community Center.

Relationship
New development in Calistoga will increase the City’s demand for City Hall and Council Chambers and associated land needs. Fee revenue will be used to fund a portion of the expansion of these facilities.

Need
Each new development project will add to the incremental need for City administration facilities Proportionality
The cost of new City administration capital facilities is allocated proportionately between new and existing development based on their relative share of demand (as measured by their relative share of service population) over a 20-year period. The cost share associated with new development is similarly allocated between land uses proportional to their relative generation of demand, as measured by service population.

Cost Allocation Analysis
The expected demand for additional City administration facilities and land is shown in Table 9, along with associated cost estimates and cost allocations to new development. As shown, of the total estimated cost of $22.2 million, a total of about $4.5 million in costs can be allocated to new development in the City.

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Table 9 Administrative Facilities and Cost Required to Maintain Existing Service Level
Transportation
In Progress
Cost Allocated
Item Total Cost to New Development1
New City Hall and Council Chambers2 $20,000,000 $4,070,305 Improvements to Buildings3 $1,745,000 $355,134
IT Upgrades3 $415,000 $84,459
Total $22,160,000 $4,509,898
(1) 26 percent of costs are attributed to new development. See Table 2. (3) Sourced from 2023-2033 Calistoga CIP document.

Sources: City of Calistoga; Economic & Planning Systems, Inc. (2) Assumes a 12,000 square foot building with hard and soft constuction costs totaling $1,600 per square foot.

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Calistoga Development Impact Fee Study
Administrative Draft Report 10/31/24
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4. DEVELOPMENT IMPACT FEE CALCULATION BY LAND USE
This chapter provides estimates of maximum development impact fees by land use for fire, police, and quality of life fees. Transportation fee estimates and supporting analysis are provided in the Appendices. Total citywide capital equipment and facilities costs (for the facility types evaluated) in the City of Calistoga are estimated at $62.2 million for the next 20 years, as shown in Table 10. This includes a $9.6 million investment in replacing fire capital items, a $3.5 million investment in replacing police capital items, a $27 million investment in cultural and recreation facilities, and a $22.2 million investment in City administration facilities.

New development’s share of the cost, based on the preceding analysis and nexus principles, is $15.5 million, or 25 percent of the total cost. About $46.7 million in costs are associated with demand from existing development and, therefore, cannot be funded through development impact fees. The City will need to find alternative funding mechanisms to fund this portion of the costs.

Table 10 Summary of 20-Yr Capital Facilities Costs Allocation Between New and Existing Development
Maximum development impact fees are calculated by allocating the costs attributable to new growth (excluding approved development) among residential and commercial uses, as shown in Table 11. This allocation is based on future service population growth for public safety and City administration facilities and modified service population for cultural/recreation. These costs are then divided by the respective levels of new projected development, as shown in Table 12.

Based on this methodology, 68.3 percent of these costs are allocated to new residential development while 31.7 percent is allocated to nonresidential development, primarily tourist accommodation and commercial development.

Cost Allocated to Cost Allocated to
Item Total Cost Existing Development New Development
Fire $9,585,968 $4,265,189 $5,320,779
Police $3,478,658 $2,770,698 $707,960
Quality of Life
Cultural / Recreation $26,971,000 $22,024,033 $4,946,967 City Administration $22,160,000 $17,650,102 $4,509,898
Transportation
Total $62,195,626 $46,710,022 $15,485,604
Sources: City of Calistoga; Economic & Planning Systems, Inc.

Item #7.3.

Calistoga Development Impact Fee Study
Administrative Draft Report 10/31/24
Table 11 New Development Maximum Cost Allocation by Land Use Item Hotels/Motels Winery Commercial
Fire 62% 21% 0.4% 16%
Police 62% 21% 0.4% 16%
Quality of Life
Cultural / Recreation 83% 8% 0.2% 9%
City Administration 62% 21% 0.4% 16%
Source: Economic & Planning Systems, Inc.

Residential Non-Residential Development
Development
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Calistoga Development Impact Fee Study
Administrative Draft Report 10/31/24
Table 12 New Development Maximum Cost by Land Use
Cost Allocated to
Item New Development Hotels/Motels Winery Commercial
Fire $5,320,779 $3,303,848 $1,138,159 $18,865 $859,907
Police $707,960 $439,596 $151,439 $2,510 $114,416
Quality of Life
Cultural / Recreation1 $4,509,898 $3,758,845 $354,068 $7,153 $389,833 City Administration $4,946,967 $3,071,736 $1,058,197 $17,539 $799,494 Total $15,485,604 $10,574,025 $2,701,863 $46,067 $2,163,650 Distribution 100% 68.3% 17.4% 0.3% 14.0%

Source: Economic & Planning Systems, Inc.

Non-Residential Development
(1) Allocated based on the modified service population demand associated with residential uses having a factor of 1, while commercial uses having a factor of 0.2 and tourist accommodation of 0.1.

Residential
Development
Item #7.3.

Calistoga Development Impact Fee Study
Administrative Draft Report 10/31/24
Table 13 shows the resulting maximum development impact fees by land use including $24,880 per residential unit. For nonresidential uses, the fee is $10,007 per room for tourist accommodation uses, $15,356 per winery, $9.20 per square foot for retail uses, $13.18 for office uses, and $6.09 for industrial uses. While the development projections for the City of Calistoga do not distinguish between different types of commercial use, beyond wineries, the costs allocated to commercial uses were apportioned by land use based on employment density. A more detailed calculation can be found in Appendix Table C-1.

State law allows jurisdictions to include the costs of administering the Fee Program in the fee amount. Administrative requirements include collecting and allocating impact fee revenue, record keeping and reporting of fund activity, and periodic updates to the Fee Program. This analysis assumes that administrative costs of 2.0 percent of the total Fee Program will be applied to reflect the City’s overhead and administrative burdens. As shown in Table 13, this would increase the maximum development impact fee to $25,378 per housing unit. For nonresidential uses, the fee is $10,207 per room for tourist accommodation uses, $15,663 per winery, $9.38 per square foot for retail uses, $13.45 for office uses, and $6.21 for industrial uses. Actual Fee Program administration costs will vary from year to year depending on development activity and other program requirements.

Table 13 Maximum Fee by Land Use
This analysis calculates the initial residential impact fees on a per unit basis. However, AB 602 requests that cities adopt development impact fees on a per square foot basis rather than a per unit basis, unless the City provides an explanation as to why that would not be appropriate.

Table 14 converts the per unit residential development impact fee into a per square foot fee using the expected weighted average of future residential development.

Item per unit per sq.ft. Hotels/Motels Winery Retail Office Industrial per room per winery per sq.ft. per sq.ft. per sq.ft.

Fire $7,774 $3.11 $4,215 $6,288 $3.66 $5.24 $2.42
Police $1,034 $0.41 $561 $837 $0.49 $0.70 $0.32
Quality of Life
Cultural / Recreation $8,844 $3.54 $1,311 $2,384 $1.66 $2.38 $1.10 City Administration $7,228 $2.89 $3,919 $5,846 $3.40 $4.87 $2.25 Transportation Fee1
Total $24,880 $9.95 $10,007 $15,356 $9.20 $13.18 $6.09
Admin Cost2 $498 $0.20 $200 $307 $0.18 $0.26 $0.12
Total with Admin Cost $25,378 $10.15 $10,207 $15,663 $9.38 $13.45 $6.21 (1) Transportation Fee calculations are still in progress. (2) Set at 2% consistent with many development fee programs set in California.

Sources: City of Calistoga; Economic & Planning Systems, Inc.

Residential Development Non-Residential Development
Item #7.3.

Calistoga Development Impact Fee Study
Administrative Draft Report 10/31/24
Table 14 Per Square Foot Fee Conversion
Item Residential Fee
Total Fee Amount $25,378
Average Square Feet per Unit1 2,500
Fee per Sq. Ft. $10.15
(1) Per City data, represents an estimated weighted average of recent residential development.

Item #7.3.

APPENDIX A:
2024 Calistoga Development Impact Fee
Long-Term Capital Improvement Program
Item #7.3.

Appendix Table A-1
Calistoga DIF Long-Term Capital Improvement PlanCalistoga Development Impact Fee Update; EPS #211041Improvements Department Total Cost Cost Included In Fee
Program
Safety Gear / Equipment Police $333,330 $67,838Communications Police $1,319,162 $268,470Vehicles / Equipment Police $1,826,167 $371,653Firehouse Expansion/Upgrades Fire $7,000,000 $1,424,607Vehicle Fleet Expansion Fire $2,442,333 $2,442,333Vehicles and Equipment Fire $7,143,635 $1,453,839Community Center Culture & Recreation $300,000 $55,025Logvy Park Improvements Culture & Recreation $626,000 $114,820Heather Oaks Parkway Culture & Recreation $195,000 $35,767Gateway Project (Vine Trail bookend) Culture & Recreation $1,600,000 $293,469Fairgrounds Redevelopment Culture & Recreation $18,405,000 $3,375,808Improvements to Pools Culture & Recreation $1,590,000 $291,635Improvments to Parks Culture & Recreation $1,534,000 $281,363Other Culture & Recreation Facility Improvements Culture & Recreation $5,442,000 $998,161New City Hall and Council Chambers City Administration $20,000,000 $4,070,305Improvements to Buildings City Administration $1,745,000 $355,134IT Upgrades City Administration $415,000 $84,459Total $15,984,685 Item #7.3.

APPENDIX B:

Detailed Public Safety Equipment & Vehicle Lists
Item #7.3.

Appendix Table B-1
Police Department Capital ImprovementsCalistoga Development Impact Fee Update; EPS #211041 Replacement Cost Replacement Average Total Replacement
Item Units Per Unit Life Annual Cost Through 20 Yrs
Safety Gear / Equipment
Safety Vest 14 $2,000 $28,000 5 $5,600 $112,000
Tasers 14 $1,720 $24,080 5 $4,816 $96,320Sig Sauer P-229 Handguns 14 $1,400 $19,600 6 $3,267 $65,333Remm. 870 Shotguns 5 $1,200 $6,000 7 $857 $17,143 Radar Guns 2 $2,400 $4,800 5 $960 $19,200AR-15 Rifles 5 $1,400 $7,000 6 $1,167 $23,333 Subtotal $16,666 $333,330
Communications
Mobile Radios (cars) 6 $5,000 $30,000 7 $4,286 $85,714
Axon Body Cameras 14 $750 $10,500 7 $1,500 $30,000
Portable Radios 14 $3,600 $50,400 7 $7,200 $144,000
Radio Dispatch Console 1 $325,000 $325,000 10 $32,500 $650,000 Dept. CCTV Security 1 $10,000 $10,000 5 $2,000 $40,000
Radio / Phone recorder 1 $47,350 $47,350 5 $9,470 $189,400Radio / Base Station 1 $18,500 $18,500 10 $1,850 $37,000Radio Repeater 1 $16,000 $16,000 15 $1,067 $21,333 Computer Servers 3 $9,000 $27,000 5 $5,400 $108,000
Computer Hub 2 $1,200 $2,400 7 $343 $6,857Computer Router 2 $1,200 $2,400 7 $343 $6,857 Subtotal $65,958 $1,319,162
Vehicles / Equipment
Patrol Vehicles 5 $62,000 $310,000 5 $62,000 $1,240,000Light Bar System 5 $2,650 $13,250 6 $2,208 $44,167Striping /decal/paint 5 $2,500 $12,500 5 $2,500 $50,000Back seat system 5 $2,300 $11,500 5 $2,300 $46,000 Total Cost
Item #7.3.

Replacement Cost Replacement Average Total Replacement
Item Units Per Unit Life Annual Cost Through 20 Yrs Total Cost In- Car Video System 5 $7,000 $35,000 6 $5,833 $116,667 Alternative vehicle (GolfCart) 1 $16,000 $16,000 6 $2,667 $53,333 Unmarked Veh. (admin) 1 $55,000 $55,000 5 $11,000 $220,000 Patrol Bicycles 2 $7,000 $14,000 5 $2,800 $56,000
Subtotal $91,308 $1,826,167
Total $3,478,658
Sources: City of Calistoga Police Department
Item #7.3.

Appendix Table B-2
Fire Department Vehicles and EquipmentCalistoga Development Impact Fee Update; EPS #211041 Replacement
Cost Replacement Average Total Replacement
Item Units Per Unit Life Annual Cost Through 20 Yrs
Vehicle Fleet Expansion
Ladder Truck 1 $1,700,000 $1,700,000 $1,831,750 15 $122,117 $2,442,333 Subtotal $1,831,750 $122,117 $2,442,333
Vehicles
Fire Engine Type 1 1 $1,000,000 $1,000,000 $1,077,500 15 $71,833 $1,436,667 Equipment 1 $350,000 $350,000 $377,125 15 $25,142 $502,833Water Tender 1 $800,000 $800,000 $862,000 15 $57,467 $1,149,333Equipment 1 $250,000 $250,000 $269,375 15 $17,958 $359,167Fire Engine Type 3 1 $750,000 $750,000 $808,125 15 $53,875 $1,077,500Equipment 1 $170,000 $170,000 $183,175 15 $12,212 $244,233Fire Engine Type 6 1 $600,000 $600,000 $646,500 15 $43,100 $862,000Command Vehicle 2 $100,000 $200,000 $215,500 10 $21,550 $431,000 Equipment 2 $15,000 $30,000 $32,325 10 $3,233 $64,650Utility Pickups 1 $65,000 $65,000 $70,038 15 $4,669 $93,383 Subtotal $4,541,663 $311,038 $6,220,767Equipment
Hose1 3/4" 3,800 $5 $19,000 $20,473 6 $3,412 $68,242
2" 2,200 $6 $12,100 $13,038 6 $2,173 $43,4593" 3,300 $6 $20,625 $22,223 6 $3,704 $74,0785" 3,500 $11 $38,500 $41,484 6 $6,914 $138,279K12 Circular Saw 3 $2,032 $6,096 $6,568 8 $821 $16,421 Chainsaws 7 $850 $5,950 $6,411 5 $1,282 $25,645
Multi-gas Detector 2 $6,356 $12,712 $13,697 8 $1,712 $34,243 Airbag Equipment 1 $20,000 $20,000 $21,550 15 $1,437 $28,733 SCBA Packs 23 $11,050 $254,150 $273,847 10 $27,385 $547,693SCBA Bottles 46 $1,620 $74,520 $80,295 10 $8,030 $160,591 AEDs 7 $2,100 $14,700 $15,839 10 $1,584 $31,679
BK Handheld Radios 26 $3,500 $91,000 $98,053 5 $19,611 $392,210 Total Replacement
Cost with Sales Tax
Total
Replacement
Cost
Calistoga Fire Department Infrastructure Cost Estimates* Item #7.3.

Replacement
Cost Replacement Average Total Replacement
Item Units Per Unit Life Annual Cost Through 20 Yrs
Total Replacement
Cost with Sales Tax
Total
Replacement
Cost
Calistoga Fire Department Infrastructure Cost Estimates* Thermal Imaging Camera 2 $8,027 $16,054 $17,298 10 $1,730 $34,596Auto Extrication Equipment 1 $105,023 $105,023 $113,162 15 $7,544 $150,883Come-along Winches 2 $1,715 $3,430 $3,696 20 $185 $3,696 Turbo Draft 1 $4,295 $4,295 $4,628 10 $463 $9,256Portable Pump 3 $4,000 $12,000 $12,930 6 $2,155 $43,100Float-a-Pump 1 $3,815 $3,815 $4,111 6 $685 $13,702Portable Water Tanks -1000 Gallons 0 $0 $0 $0 5 $0 $0
-3000 Gallons 2 $5,000 $10,000 $10,775 5 $2,155 $43,100 Generators 4 $3,500 $14,000 $15,085 8 $1,886 $37,713Smoke Ejector Blower 0 $0 $0 $0 6 $0 $0 Large Exhaust Fans 2 $7,854 $15,708 $16,925 8 $2,116 $42,313 Structure Turnouts 45 $4,000 $180,000 $193,950 5 $38,790 $775,800Structure Boots 30 $750 $22,500 $24,244 5 $4,849 $96,975Structure Helmets 22 $550 $12,100 $13,038 10 $1,304 $26,076Nozzles -Structure 20 $1,400 $28,000 $30,170 5 $6,034 $120,680
-Blitz 2 $5,500 $11,000 $11,853 5 $2,371 $47,410
Bauer SCBA Compressor 1 $75,882 $75,882 $81,763 15 $5,451 $109,017 Lucas Device 2 $21,090 $42,180 $45,449 5 $9,090 $181,796 Rope Equipment 2 $8,960 $17,920 $19,309 5 $3,862 $77,235Rescue 42's 4 $2,400 $9,600 $10,344 7 $1,478 $29,554Heart Monitors/Defribrillators 2 $37,500 $75,000 $80,813 7 $11,545 $230,893 Misc Tools 1 $1,500 $1,500 $1,616 10 $162 $3,233
Subtotal $318,597 $46,143 $922,868Total $4,860,260 $357,182 $7,143,635*Note: all costs are necessary to serve existing and new service population; exclude items with the capital replacement life of less than 5 years.

Item #7.3.

APPENDIX C:

Commercial Fee Breakdown
Item #7.3.

Appendix Table C-1
Calistoga Commercial Fee Breakdown
Calistoga Development Impact Fee Update; EPS #211041
Retail Office Industrial
Total Per Employee
Employment Density (sf/employee) 430 300 650
Fee Category
Fire $859,907 $1,572.04 $3.66 $5.24 $2.42
Police $114,416 $209.17 $0.49 $0.70 $0.32
Quality of Life
Cultural / Recreation $389,833 $712.67 $1.66 $2.38 $1.10 City Administration $799,494 $1,461.60 $3.40 $4.87 $2.25 Total $2,163,650 $3,955.48 $9.20 $13.18 $6.09
Costs Allocated to Commercial
Development
Item #7.3.

APPENDIX A:
2024 Calistoga Development Impact Fee
Long-Term Capital Improvement Program
Admin Draft
Item #7.3.

Appendix Table A-1
Calistoga DIF Long-Term Capital Improvement PlanCalistoga Development Impact Fee Update; EPS #211041Improvements Department Total Cost Cost Included In Fee
Program
Safety Gear / Equipment Police $333,330 $67,838Communications Police $1,319,162 $268,470Vehicles / Equipment Police $1,826,167 $371,653Firehouse Expansion/Upgrades Fire $7,000,000 $1,424,607Vehicle Fleet Expansion Fire $2,442,333 $2,442,333Vehicles and Equipment Fire $7,143,635 $1,453,839Community Center Culture & Recreation $300,000 $55,025Logvy Park Improvements Culture & Recreation $626,000 $114,820Heather Oaks Parkway Culture & Recreation $195,000 $35,767Gateway Project (Vine Trail bookend) Culture & Recreation $1,600,000 $293,469Fairgrounds Redevelopment Culture & Recreation $18,405,000 $3,375,808Improvements to Pools Culture & Recreation $1,590,000 $291,635Improvments to Parks Culture & Recreation $1,534,000 $281,363Other Culture & Recreation Facility Improvements Culture & Recreation $5,442,000 $998,161New City Hall and Council Chambers City Administration $20,000,000 $4,070,305Improvements to Buildings City Administration $1,745,000 $355,134IT Upgrades City Administration $415,000 $84,459Total Admin
$15,984,685
Draft
Item #7.3.

APPENDIX B:

Detailed Public Safety Equipment & Vehicle Lists
Admin Draft
Item #7.3.

Appendix Table B-1
Police Department Capital ImprovementsCalistoga Development Impact Fee Update; EPS #211041 Replacement Cost Replacement Average Total Replacement
Item Units Per Unit Life Annual Cost Through 20 Yrs
Safety Gear / Equipment
Safety Vest 14 $2,000 $28,000 5 $5,600 $112,000Tasers 14 $1,720 $24,080 5 $4,816 $96,320Sig Sauer P-229 Handguns 14 $1,400 $19,600 6 $3,267 $65,333Remm. 870 Shotguns 5 $1,200 $6,000 7 $857 $17,143Radar Guns 2 $2,400 $4,800 5 $960 $19,200AR-15 Rifles 5 $1,400 $7,000 6 $1,167 $23,333 Subtotal $333,330
Communications
Mobile Radios (cars) 6 $5,000 $30,000 7 $4,286 $85,714
Axon Body Cameras 14 $750 $10,500 7 $1,500 $30,000
Portable Radios 14 $3,600 $50,400 7 $7,200 $144,000
Radio Dispatch Console 1 $325,000 $325,000 10 $32,500 $650,000 Dept. CCTV Security 1 $10,000 $10,000 5 $2,000 $40,000
Radio / Phone recorder 1 $47,350 $47,350 5 $9,470 $189,400Radio / Base Station 1 $18,500 $18,500 10 $1,850 $37,000Radio Repeater 1 $16,000 $16,000 15 $1,067 $21,333 Computer Servers 3 $9,000 $27,000 5 $5,400 $108,000
Computer Hub 2 $1,200 $2,400 7 $343 $6,857Computer Router 2 $1,200 $2,400 7 $343 $6,857 Subtotal $1,319,162
Vehicles / Equipment
Patrol Vehicles 5 $62,000 $310,000 5 $62,000 $1,240,000Light Bar System 5 $2,650 $13,250 6 $2,208 $44,167Striping /decal/paint 5 $2,500 $12,500 5 $2,500 $50,000Back seat system 5 $2,300 $11,500 5 $2,300 $46,000In- Car Video System 5 $7,000 $35,000 6 $5,833 $116,667 Total Cost
Admin Draft
Item #7.3.

Replacement Cost Replacement Average Total Replacement
Item Units Per Unit Life Annual Cost Through 20 Yrs
Total Cost
Alternative vehicle (GolfCart) 1 $16,000 $16,000 6 $2,667 $53,333 Unmarked Veh. (admin) 1 $55,000 $55,000 5 $11,000 $220,000 Patrol Bicycles 2 $7,000 $14,000 5 $2,800 $56,000
Subtotal $1,826,167
Total $3,478,658
Sources: City of Calistoga Police Department
Admin Draft
Item #7.3.

Appendix Table B-2
Fire Department Vehicles and EquipmentCalistoga Development Impact Fee Update; EPS #211041 Replacement
Cost Replacement Average Total Replacement
Item Units Per Unit Life Annual Cost Through 20 Yrs
Vehicle Fleet Expansion
Ladder Truck 1 $1,700,000 $1,700,000 $1,831,750 15 $122,117 $2,442,333 Subtotal $1,831,750 $122,117 $2,442,333
Vehicles
Fire Engine Type 1 1 $1,000,000 $1,000,000 $1,077,500 15 $71,833 $1,436,667 Equipment 1 $350,000 $350,000 $377,125 15 $25,142 $502,833Water Tender 1 $800,000 $800,000 $862,000 15 $57,467 $1,149,333Equipment 1 $250,000 $250,000 $269,375 15 $17,958 $359,167Fire Engine Type 3 1 $750,000 $750,000 $808,125 15 $53,875 $1,077,500Equipment 1 $170,000 $170,000 $183,175 15 $12,212 $244,233Fire Engine Type 6 1 $600,000 $600,000 $646,500 15 $43,100 $862,000Command Vehicle 2 $100,000 $200,000 $215,500 10 $21,550 $431,000 Equipment 2 $15,000 $30,000 $32,325 10 $3,233 $64,650Utility Pickups 1 $65,000 $65,000 $70,038 15 $4,669 $93,383 Subtotal $4,541,663 $311,038 $6,220,767Equipment
Hose1 3/4" 3,800 $5 $19,000 $20,473 6 $3,412 $68,242
2" 2,200 $6 $12,100 $13,038 6 $2,173 $43,4593" 3,300 $6 $20,625 $22,223 6 $3,704 $74,0785" 3,500 $11 $38,500 $41,484 6 $6,914 $138,279K12 Circular Saw 3 $2,032 $6,096 $6,568 8 $821 $16,421 Chainsaws 7 $850 $5,950 $6,411 5 $1,282 $25,645
Multi-gas Detector 2 $6,356 $12,712 $13,697 8 $1,712 $34,243 Airbag Equipment 1 $20,000 $20,000 $21,550 15 $1,437 $28,733 SCBA Packs 23 $11,050 $254,150 $273,847 10 $27,385 $547,693SCBA Bottles 46 $1,620 $74,520 $80,295 10 $8,030 $160,591 AEDs 7 $2,100 $14,700 $15,839 10 $1,584 $31,679
BK Handheld Radios 26 $3,500 $91,000 $98,053 5 $19,611 $392,210 Total Replacement
Cost with Sales Tax
Total
Replacement
Cost
Calistoga Fire Department Infrastructure Cost Estimates* Admin Draft
Item #7.3.

Replacement
Cost Replacement Average Total Replacement
Item Units Per Unit Life Annual Cost Through 20 Yrs
Total Replacement
Cost with Sales Tax
Total
Replacement
Cost
Calistoga Fire Department Infrastructure Cost Estimates* Thermal Imaging Camera 2 $8,027 $16,054 $17,298 10 $1,730 $34,596Auto Extrication Equipment 1 $105,023 $105,023 $113,162 15 $7,544 $150,883Come-along Winches 2 $1,715 $3,430 $3,696 20 $185 $3,696 Turbo Draft 1 $4,295 $4,295 $4,628 10 $463 $9,256Portable Pump 3 $4,000 $12,000 $12,930 6 $2,155 $43,100Float-a-Pump 1 $3,815 $3,815 $4,111 6 $685 $13,702Portable Water Tanks -1000 Gallons 0 $0 $0 $0 5 $0 $0
-3000 Gallons 2 $5,000 $10,000 $10,775 5 $2,155 $43,100 Generators 4 $3,500 $14,000 $15,085 8 $1,886 $37,713Smoke Ejector Blower 0 $0 $0 $0 6 $0 $0 Large Exhaust Fans 2 $7,854 $15,708 $16,925 8 $2,116 $42,313 Structure Turnouts 45 $4,000 $180,000 $193,950 5 $38,790 $775,800Structure Boots 30 $750 $22,500 $24,244 5 $4,849 $96,975Structure Helmets 22 $550 $12,100 $13,038 10 $1,304 $26,076Nozzles -Structure 20 $1,400 $28,000 $30,170 5 $6,034 $120,680
-Blitz 2 $5,500 $11,000 $11,853 5 $2,371 $47,410
Bauer SCBA Compressor 1 $75,882 $75,882 $81,763 15 $5,451 $109,017 Lucas Device 2 $21,090 $42,180 $45,449 5 $9,090 $181,796 Rope Equipment 2 $8,960 $17,920 $19,309 5 $3,862 $77,235Rescue 42's 4 $2,400 $9,600 $10,344 7 $1,478 $29,554Heart Monitors/Defribrillators 2 $37,500 $75,000 $80,813 7 $11,545 $230,893 Misc Tools 1 $1,500 $1,500 $1,616 10 $162 $3,233
Subtotal $318,597 $46,143 $922,868Total $4,860,260 $357,182 $7,143,635*Note: all costs are necessary to serve existing and new service population; exclude items with the capital replacement life of less than 5 years.

Admin Draft
Item #7.3.

APPENDIX C:

Commercial Fee Breakdown
Admin Draft
Item #7.3.

Appendix Table C-1
Calistoga Commercial Fee Breakdown
Calistoga Development Impact Fee Update; EPS #211041
Retail Office Industrial
Total Per Employee
Employment Density (sf/employee) 430 300 650
Fee Category
Fire $859,907 $1,572.04 $3.66 $5.24 $2.42
Police $114,416 $209.17 $0.49 $0.70 $0.32
Quality of Life
Cultural / Recreation $389,833 $712.67 $1.66 $2.38 $1.10 City Administration $799,494 $1,461.60 $3.40 $4.87 $2.25 Total $2,163,650 $3,955.48 $9.20 $13.18 $6.09
Costs Allocated to Commercial
Development
Admin Draft
Item #7.3.

Economic & Planning Systems, Inc.

The Economics of Land Use
1330 Broadway, Suite 450 n Oakland, CA 94612
510.841.9190 n www.epsys.com

CALISTOGA

DEVELOPMENT

IMPACT FEE UPDATE

CITY COUNCIL STUDY SESSION
November 12, 2024
Item #7.3.

Economic & Planning Systems EPS PPT Presentation | 1
§ Development Impact Fee Overview
§ City’s Current Fee Program
§ Capital Improvements and Future Development
§ Updated Fees
§ Next Steps
§ Questions/ Discussion

PRESENTATION TOPICS
Item #7.3.

Economic & Planning Systems EPS PPT Presentation | 2

DEVELOPMENT IMPACT FEE PROGRAMS
New Improvements to Serve
New Development
Fee Program Administration

ELIGIBLE COSTS INELIGIBLE COSTS
Improvements Required to Serve
Existing Development (Existing
Deficiencies)
Operations and Maintenance
§ One-time fee charged on new development to mitigate its impact on the need for infrastructure and capital facilities
§ Critical source of funding for capital investments for many cities § One part of overall infrastructure financing strategy WHAT IS A DEVELOPMENT IMPACT FEE?
Item #7.3.

Economic & Planning Systems EPS PPT Presentation | 3
State of California’s Mitigation Fee Act (AB 1600) sets out a number of requirements for jurisdictions with impact fee programs:
§ Review and Update Fee Program every 8 years
§ Conduct Technical Study/ Nexus Study to justify Impact Fee Levels as part of Update
§ Comply with New Requirements under AB 602
§ Provide Annual and 5-Year Reports on Collection and
Use of Funds
DEVELOPMENT IMPACT FEE PROGRAMS, CONT.

Item #7.3.

Economic & Planning Systems EPS PPT Presentation | 4
In 2014, City adopted a new set of fees for five (5) capital facilities categories:
§ Police Facilities
§ Fire Facilities
§ Culture & Recreation Facilities
§ City Administration Facilities
§ Transportation Facilities
CITY’S CURRENT IMPACT FEE PROGRAM
Item #7.3.

Economic & Planning Systems EPS PPT Presentation | 5
City’s current development impact fees are shown below by fee category and by land use.

CITY’S CURRENT IMPACT FEE PROGRAM
Item #7.3.

Economic & Planning Systems EPS PPT Presentation | 6
20-YEAR CAPITAL IMPROVEMENT PROGRAM
Total Cost of $69.2 million; $15.5 million in Fee Program Item #7.3.

Economic & Planning Systems EPS PPT Presentation | 7

CITY DEVELOPMENT POTENTIAL - BUILDOUT
Land Use New Development
Commercial
Hotels/Motels 270 rooms
Wineries 3 wineries
Commercial 235,000 sq. ft.

Residential 425 Units
About 1,050 new residents, 830 new employees,
and 450 new visitors at City Buildout
Item #7.3.

Economic & Planning Systems EPS PPT Presentation | 8
UPDATED FEES: MAXIMUM RESIDENTIAL
Estimated Maximum Updated Residential Fee:
$25,400 per Unit - $10.15 per Residential Square Foot
(AB 602 requires residential fees implemented on a per sq. ft. basis) Calculation based
on average home
size square
footage of 2,500
Sq. Ft,
Does not include
transportation fees.Item #7.3.

Economic & Planning Systems EPS PPT Presentation | 9
UPDATED FEES: MAXIMUM NON-RESIDENTIAL
Estimated Maximum Non-Residential Updated Fees:
$6.21 - $13.45/ Sq. Ft. for Industrial, Retail, and Office $10,200 per Hotel Room; $15,600/ Winery
Does not include
transportation fees.

Item #7.3.

Economic & Planning Systems EPS PPT Presentation | 10
UPDATED FEES: EXISTING VS UPDATED MAXIMUM
Substantial Increase in Fee Levels if Adopted at Maximum Justifiable Level
Does not include
transportation fees
Item #7.3.

Economic & Planning Systems EPS PPT Presentation | 11
§ Return to City Council on December 3rd, 2024
§ Provide Comprehensive Study with Updated
Transportation Impact Fees included
§ Seek City Council Adoption of Updated Fee Program
through Resolution

NEXT STEPS
Item #7.3.

Economic & Planning Systems EPS PPT Presentation | 12

QUESTIONS AND DISCUSSION
Item #7.3.

1 Exhibit A

CITY OF CALISTOGA
FY 23-24 Development Impact Fees Annual Report
For Compliance with Assembly Bill 1600
November 12, 2024
Prepared by
Connie Cardenas, Administrative Services
City of Calistoga Administrative Services Department
Item #7.3.

2 BACKGROUND:

State law (California Government Code Section 66006) requires each local agency that imposes AB 1600 development impact fees to prepare an annual report providing specific information about those fees. The AB 1600 legal requirements stipulate that fees imposed on new development have the proper nexus to any project on which they are imposed. In addition, AB 1600 imposes certain accounting and reporting requirements with respect to the fees collected. The fees for accounting purposes must be segregated from the General Fund of the City and from other funds or accounts containing fees collected for other improvements. Interest on each development fee fund or account must be credited to the fund or account and used only for the purpose for which fees were collected.

California Code Section 66006(b) requires the local agency for each separate account or fund, within 180 days after the last day of the fiscal year to make available to the public the following information for the fiscal year:
(1) A brief description of the type of fee in the account or fund. (2) The amount of the fee.
(3) The beginning and ending balance of the account or fund. (4) The amount of the fees collected and the interest earned. (5) An identification of each public improvement on which fees were expended and the amount of the expenditures on each improvement, including the total percentage of the cost of the public improvement that was funded with fees.
(6) An identification of an approximate date by which the construction of the public improvement will commence if the local agency determines that sufficient funds have been collected to complete financing on an incomplete public improvement, as identified in paragraph (2) of subdivision (a) of Section 66001, and the public improvement remains incomplete. (7) A description of each interfund transfer or loan made from the account or fund, including the public improvement on which the transferred or loaned fees will be expended, and, in the case of an interfund loan, the date on which the loan will be repaid, and the rate of interest that the account or fund will receive on the loan.
(8) The amount of refunds made pursuant to subdivision (e) of Section 66001 and any allocations pursuant to subdivision (f) of Section 66001.

California Government Code Section 66001(d) requires the local agency to file the report every fifth year with respect to the portion of the account remaining unexpended, whether committed or uncommitted.

Item #7.3.

3 If the agency no longer needs the funds for the purposed collected, or if the agency fails to make required findings, or perform certain administrative tasked prescribed by AB 1600, the agency may be required to refund, on a prorated basis to owners of the properties upon which the fees for the improvement were imposed, the monies collected for that project and any interest earned on those funds.

The report must be reviewed by the City Council at a regularly scheduled public meeting not less than 15 days after the information is made available to the public. In addition, notice of the time and place of the meeting shall be mailed at least 15 days prior to the meeting to any interested party who files a written request with the local agency for such a mailed notice. This report was filed with the City Clerk’s office and available for public review on October 28, 2024 and posted on the City’s Web page on October 28, 2024.

Item #7.3.

4 1
ANALYSIS:

Development impact fees are charged by a local governmental agency to an applicant in connection with approval of a development project. The purpose of these fees is to defray all or a portion of the cost of public facilities related to the development project.

Fees are collected at the time a building permit is issued for the purpose of mitigating the impacts caused by new development on certain public facilities. Facility fees are used to finance the acquisition, construction and improvement of public facilities needed as a result of this new development. A separate fund has been established to account for the impact of new development on each of the following types of public facilities: administrative facilities, fire, police, transportation, affordable housing, cultural/recreation, traffic signal, northwest drainage, water and wastewater.

As of June 30, 2024, none of the funds have been held beyond the five-year period as described in AB 1600 and their continued collection is necessary to adder the impacts associated with new development.

AB 1600 DESCRIPTION OF DEVELOPMENT FEES
AB 1600 development fees may only be used for the construction and expansion of infrastructure that will serve new growth, not for operating or maintenance costs. The City has adopted the following AB 1600 impact and capacity fees:

A. City Administrative Facilities
B. Fire
C. Police
D. Parking
E. Transportation
F. Affordable Housing
G. Cultural/Recreational
H. Traffic Signal
I. Northwest Drainage
J. Water Capacity Charge
K. Wastewater Capacity Charge
Item #7.3.

5 A. City Administrative Facilities
Fee Findings Requirement

1. Identify the purpose to which the fee is to be put

-AB 1600 development fees cover new development’s share of the costs associated with a new City Hall and Community Center facility, including land acquisition.

2. Demonstrate a reasonable relationship between the fee and the purpose for which it is charged.
-The City Administrative Facilities fee is imposed on new development to mitigate the impacts the new development will have on the administrative facilities, like City Hall and the Community Center. The impacts are measured by either the number of units or square footage, depending on the type of development.

3. Identify all sources and amounts of funding anticipated to complete financing in incomplete improvements.

4. Designate the approximate dates on which the funding is expected to be deposited into the appropriate account or fund.
-See Picture A in #3 directly above.

Fee Details Requirement

1. A brief description of the type of fee in the account or fund.

Item #7.3.

6 -AB 1600 development fees cover new development’s share of the costs associated with a new City Hall and Community Center facility, including land acquisition.

2. The amount of the fee.

3. The beginning and ending balance of the account or fund.

4. The amount of the fees collected and the interest earned. -See Picture B directly above in #3.

5. An identification of each public improvement on which fees were expended and the amount of the expenditures on each improvement, including the total percentage of the cost of the public improvement that was funded with fees.

Item #7.3.

7 6. An identification of an approximate date by which the construction of the public improvement will commence if the local agency determines that sufficient funds have been collected to complete financing on an incomplete public improvement and the public improvement remains incomplete.
-See Picture A in # 3 above under Fee Findings Requirement.

7. A description of each interfund transfer or loan made from the account or fund, including the public improvement on which the transferred or loaned fees will be expended, and, in the case of an interfund loan, the date on which the loan will be repaid, and the rate of interest that the account or fund will receive on the loan.
-See Picture C in #5 above. No loans associated with this fee. -The City Administrative Facilities fees will cover the remodeling of City Hall to accommodate needed growth and will also cover the cost of improvements for the Community Center.

8. The amount of refunds made pursuant to subdivision (e) of Section 66001 and any allocations pursuant to subdivision (f) of Section 66001.
-None
B. Fire
Fee Findings Requirement

1. Identify the purpose to which the fee is to be put
-AB 1600 development fees cover new development’s share of the costs associated with the replacement of capital equipment and vehicles. Capital items will depreciate more quickly as new development occurs and the City’s service population grows.

2. Demonstrate a reasonable relationship between the fee and the purpose for which it is charged. -The Fire Development Impact fee is imposed on new development to mitigate the impacts the new development will have on the Calistoga Fire Department’s capital equipment, like fire vehicles, protective equipment, and communication technology.

The impacts are measured by either the number of units or square footage, depending Item #7.3.

8 on the type of development.

3. Identify all sources and amounts of funding anticipated to complete financing in incomplete improvements.

4. Designate the approximate dates on which the funding is expected to be deposited into the appropriate account or fund.
-See Picture D in # 3 directly above.

Fee Details Requirement

1. A brief description of the type of fee in the account or fund. -AB 1600 development fees cover new development’s share of the costs associated with the replacement of capital equipment and vehicles. Capital items will depreciate more quickly as new development occurs and the City’s service population grows.

2. The amount of the fee.

3. The beginning and ending balance of the account or fund.

Fee / Authority Amount
Fire Impact Fee
CMC 3.28.040(A)(2)
Resolution 2014-110
Resolution 2017-015
Resolution 2020-008
Single-family residence Multifamily residence ADU ≥ 750 sq. ft.

Retail Restaurant Office
Industrial
Tourist accommodation
$2,745.84/unit
$2,339.84/unit
$1,523.94/unit
$1.15/square foot
$1.20/square foot
$0.94/square foot
$0.52/square foot
$1,255.93/guest
room
Item #7.3.

9 4. The amount of the fees collected and the interest earned. -See Picture E in #3 directly above.

5. An identification of each public improvement on which fees were expended and the amount of the expenditures on each improvement, including the total percentage of the cost of the public improvement that was funded with fees.
-No fees expended in FY 23-24.

6. An identification of an approximate date by which the construction of the public improvement will commence if the local agency determines that sufficient funds have been collected to complete financing on an incomplete public improvement and the public improvement remains incomplete. -See Picture D in #3 above under Fee Findings Requirement.

7. A description of each interfund transfer or loan made from the account or fund, including the public improvement on which the transferred or loaned fees will be expended, and, in the case of an interfund loan, the date on which the loan will be repaid, and the rate of interest that the account or fund will receive on the loan.
-No interfund transfer in or out, no loans made in FY 23-24 (see #5 above).

8. The amount of refunds made pursuant to subdivision (e) of Section 66001 and any allocations pursuant to subdivision (f) of Section 66001.
-None
Item #7.3.

10 C. Police
Fee Findings Requirement

1. Identify the purpose to which the fee is to be put
-AB 1600 development fees cover new development’s share of the costs associated with the replacement of capital equipment and vehicles. Capital items will depreciate more quickly as new development occurs and the City’s service population grows.

2. Demonstrate a reasonable relationship between the fee and the purpose for which it is charged. -The Police Development Impact fee is imposed on new development to mitigate the impacts the new development will have on Calistoga Police Department’s capital equipment, like patrol vehicles, protective equipment, and communication technology. The impacts are measured by either the number of units or square footage, depending on the type of development.

3. Identify all sources and amounts of funding anticipated to complete financing in incomplete improvements.

4. Designate the approximate dates on which the funding is expected to be deposited into the appropriate account or fund.
-See Picture F in # 3 direclty above.

Fee Details Requirement

1. A brief description of the type of fee in the account or fund. -AB 1600 development fees cover new development’s share of the costs associated with the replacement of capital equipment and vehicles. Capital items will depreciate more quickly as new development occurs and the City’s service population grows.

Item #7.3.

11 2. The amount of the fee.

3. The beginning and ending balance of the account or fund.

4. The amount of the fees collected and the interest earned. -See Picture G in #3 directly above.

5. An identification of each public improvement on which fees were expended and the amount of the expenditures on each improvement, including the total percentage of the cost of the public improvement that was funded with fees.

6. An identification of an approximate date by which the construction of the public improvement will commence if the local agency determines that sufficient funds have been collected to complete financing on an incomplete public improvement and the public improvement remains -See Picture F in # 3 above under Fee Findings Requirement.

7. A description of each interfund transfer or loan made from the account or fund, including the public improvement on which the transferred or loaned fees will be expended, and, in the case of an interfund loan, the date on which the loan will be repaid, and the rate of interest that the account or fund will receive on the loan.

Fee / Authority Amount
Industrial $0.14/square foot
Tourist accommodation $333.90/guest
Resolution 2020-008 Restaurant $0.32/square foot
Office $0.25/square foot
Police Impact Fee
CMC 3.28.040(A)(1)
Single-family residence Multifamily residence$729.78/unit $622.27/unit
Resolution 2014-110
Resolution 2017-015
ADU ≥ 750 sq. ft.

Retail
$405.02/unit
$0.30/square foot
Item #7.3.

12 -None

8. The amount of refunds made pursuant to subdivision (e) of Section 66001 and any allocations pursuant to subdivision (f) of Section 66001.
-None
Item #7.3.

13 D. Parking
Fee Findings Requirement

1. Identify the purpose to which the fee is to be put
-AB 1600 parking development fees allows applicants for development projects to pay a designated fee (or “in-lieu) of providing off-street parking spaces required by the zoning code.

The in-lieu parking fee is used exclusively for acquiring, developing, and maintaining public offstreet parking facilities. The purpose of an in-lieu program is not to impose an additional fee or burden on development but to provide an alternate for projects having difficulty meeting minimum requirements on-site due to space constraints, financial feasibility, or both. As such, in-lieu fees can be seen an economic development tool, facilitating otherwise unfeasible projects.

2. Demonstrate a reasonable relationship between the fee and the purpose for which it is charged.
-The in-lieu Parking fee is imposed on new development to mitigate the impact the new development will have on available parking within the City of Calistoga. The impacts are measured by the number of spaces the new development is required to build and the number of parking spaces built. If the developer does not build the required spaces, they will pay an in-lieu fee that helps fund public parking spaces to mitigate the impact on parking.

3. Identify all sources and amounts of funding anticipated to complete financing in incomplete improvements.

4. Designate the approximate dates on which the funding is expected to be deposited into the appropriate account or fund.
-See Picture H in #3 directly above.

Fee Details Requirement
Item #7.3.

14 1. A brief description of the type of fee in the account or fund. -AB 1600 parking development fees allows applicants for development projects to pay a designated fee (or “in-lieu) of providing off-street parking spaces required by the zoning code.

The in-lieu parking fee is used exclusively for acquiring, developing, and maintaining public offstreet parking facilities. The purpose of an in-lieu program is not to impose an additional fee or burden on development but to provide an alternate for projects having difficulty meeting minimum requirements on-site due to space constraints, financial feasibility, or both. As such, in-lieu fees can be seen an economic development tool, facilitating otherwise unfeasible projects.

2. The amount of the fee.

3. The beginning and ending balance of the account or fund.

4. The amount of the fees collected and the interest earned. -See Picture I in #3 directly above.

5. An identification of each public improvement on which fees were expended and the amount of the expenditures on each improvement, including the total percentage of the cost of the public improvement that was funded with fees.
-No fees expended in FY 23-24.

6. An identification of an approximate date by which the construction of the public improvement will commence if the local agency determines that sufficient funds have been collected to complete financing on an incomplete public improvement and the public improvement remains incomplete.
-See Picture H #3 above under Fee Findings Requirement.

7. A description of each interfund transfer or loan made from the account or fund, including the public improvement on which the transferred or loaned fees will be expended, and, in the case of an interfund loan, the date on which the loan will be repaid, and the rate of interest that the Fee / Authority Amount
Parking In-Lieu Fee
CMC 17.36.110
Resolution 87-32
Tier 1
Tier 2
$2,984.53/space
$25,089.96/space
Item #7.3.