Calistoga City Council
September 2, 2025

Mayor
Donald Williams
Vice Mayor
Irais Lopez-Ortega
Councilmembers
Lisa M. Gift
Scott Cooper
Kevin Eisenberg
AGENDA
City Council
Tuesday, September 2, 2025 - 6:00 PM
1307 Washington St., Calistoga
Hybrid
AMENDED 8/29/25
Below is information on how the public may observe and participate in the meeting. The City recognizes that not all residents have the same ways to stay engaged, so several alternatives are offered.

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

1. Watch on your TV – Napa Valley TV Channel 28

2. Listen or participate via your phone – dial 1-669-900-6833, enter webinar ID: 81206001711

3. Watch or participate online via Zoom - click this link

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

WRITTEN COMMENTS: Alternatively, you may provide public comment on any item on the agenda or any item of municipal concern via email. Please submit your comment, limited to 350 words or less, via email to [email protected]. Written public comments submitted by email should clearly indicate the Agenda Item No. or specify “Oral Communications” in the Subject Line for items not on the agenda and are requested to include the submitter’s full name. Comments must be submitted at least four hours prior to the meeting start time to be included in the agenda and posted online. Comments received thereafter, will be made part of the official record and given to the Committee after the meeting. Note: The methods of observing or listening to the meeting or providing public comments may be altered or the meeting may be cancelled, if needed, due to certain technical disruptions.

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

ACTIVITY

2. REPORT FROM CLOSED SESSIONS

3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS This time is set aside to receive comments from the public regarding matters on the Consent Calendar or matters of municipal concern not on the agenda. Pursuant to Government Code section 54954.3 (the Brown Act), however, the Council cannot consider any issues or take action on any requests not on the agenda during this comment period. Speakers are encouraged to limit their comments to 3 minutes maximum so that all speakers have an opportunity to address the City Council.

3.1. Unagendized Public Comment (Page 4 - 5)

4. CITY MANAGER’S REPORT

5. PROCLAMATIONS/PRESENTATIONS/ AWARDS

5.1. The Council will consider making a proclamation of gratitude honoring the UpValley Family Centers Promotoras Group.

Recommended Action: - Consider Making the Proclamation
Staff Report - Proclamation Honoring the Up Valley Family Center Promotoras - Pdf (Page 6 - 7)

5.2. Receive the RCAAP Presentation
Recommended Action: - Receive the Presentation
Staff Report - A presentation on the Draft Napa Regional Climate Action and Adaptation Plan - Pdf (Page 8 - 33)

6. CONSENT CALENDAR

6.1. Adoption of Consent Calendar
Recommended Action: To adopt consent calendar as presented / with the exception of

6.2. Authorize the City Manager to Declare the Failure of Maxfield Pathway and Water Main Relocation Project an Emergency and Authorize the City Manager to Execute a Purchase Order in an amount not to exceed $121,418 to Allard General Engineering to Complete the Repair Work
Recommended Action: - Consider Adopting the Resolution
Staff Report - Execute a Purchase Order to Allard General Engineering to preform emergency work to relocate the Maxfield Pathway and Watermain Emergen - Pdf (Page 34 - 40)

6.3. Consider Adopting a Resolution Authorizing the City Manager to Enter Into a Professional Services Agreement with the Boys & Girls Club of St. Helena and Calistoga for Teen Programming at the Calistoga Teen Center Recommended Action: - Consider Adopting the Resolution
Staff Report - Professional Services Agreement with the Boys and Girls Club of St.

Helena and Calistoga for Teen Programming - Pdf (Page 41 - 57)

6.4. Consideration of a Resolution Accepting a Donation from the Calistoga Farmers Market Board: President Barbara Korte, Valerie Beck, Bob Beck, Charlotte Powell, Kathy Stevenson-Horwath, Emil Tedeschi, Dave Hagberg and Laurence Dondald for a Memorial Bench for Karen Verzosa, the Long-time Farmers Market Manager.

Recommended Action: - Consider Adopting the Resolution
Staff Report - Consideration of a Resolution Accepting a Donation for a Memorial Bench - Pdf (Page 58 - 66)

6.5. Consider adopting a Resolution authorizing the City Manager to execute an agreement for consultant services with Calistoga Tribune for publication of legal advertisements in an amount not to exceed $15,000 per year for multiple fiscal years 25/26 - 27/28.

Recommended Action: - Consider Adopting the Resolution
Staff Report - Agreement with Calistoga Tribune Publication of Legal Advertisements for Multiple Fiscal Years 25/26 - 27/28 - Pdf (Page 67 - 116)

6.6. Consideration of a resolution authorizing the City Manager to execute Professional Services Agreements with M-Group (Consultant) for land use planning services.

Recommended Action:

Adopt the Resolution (Attachment 1) authorizing the City Manager to execute a Professional Services Agreement with M-Group (Consultant) for land use planning services (Attachment 2).

Staff Report - Consultant Services Agreement with M-Group for land use planning services - Pdf (Page 117 - 132)

6.7. Consideration of a resolution authorizing the City Manager to execute Professional Services Agreements for limited and highly specialized Plan Check and Inspection Services for the Planning/Building, Fire, and Public Works Departments Recommended Action: Adopt Resolutions (Attachments 1, 3, 5, and 7) authorizing the City Manager to execute Professional Services Agreements with consultants for

limited plan check and inspection services for the Planning/Building, Fire, and Public Works Departments.

Staff Report - Consultant Services Agreement for Plan Check and Inspection Services for the Planning/Building, Fire, and Public Works Departments. - Pdf (Page 133 - 196)

6.8. Consideration of a Resolution Approving the Proclamation of the Existence of a Local Emergency
Recommended Action: - Consider Adopting the Resolution
Staff Report - Consideration of a Resolution Approving the Proclamation of the Existence of a Local Emergency - Pdf (Page 197 - 199)

7. PUBLIC HEARING

8. GENERAL GOVERNMENT

8.1. Seeking City Council direction on the Riverside Pond Project Recommended Action: - Consider Discussing the Item and Providing Staff Direction Staff Report - Seeking City Council direction on the Riverside Pond Project - Pdf (Page 200 - 210)

9. COUNCIL REPORTS

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

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

SUPPLEMENTAL MATERIAL RECEIVED AFTER THE POSTING OF THE AGENDA:

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

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

ACTA DE AMERICANOS CON DISCAPACIDADES Se les pide por favor que avise con 48 horas de anticipacion cuando necesita hacer un pedido de assistencia. Esto nos da suficiente tiempo antes de la junta para que la ciudad tome medidas razonables.

POSTING: I declare a copy of this agenda was posted at City Hall, 1232 Washington Street, Calistoga, among other locations in the city limits of Calistoga, on August 27, 2025, by 4:30 p.m.

Yudiana Galvan, City Clerk

1 Yudiana Galvan
From: Renee C
Sent: Monday, August 25, 2025 11:20 AM
To: Public Comment
Subject: Measure D
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Dear City Council Members of Calistoga,
I am not a resident of Calistoga, although I serve our community at our restaurant Sushi Mambo. Many of our customers our senior citizens and I understand they are on a fixed income and every penny counts and dining out is a real luxury. With increasing utility costs, I support Mayor Donald Williams idea of allocating a part of Measure D funds towards helping our senior citizens (and all residents as especially those with children), pay their utility bills. I think Mayor Williams has a wonderful “think outside the box idea” here. Please consider it! Thank you for your time.

Sincerely,
Renee Cazares
Napa, California.

Item #3.1.

Yudiana Galvan
From: Kevin Conlon
Sent: Wednesday, August 20, 2025 5:52 PM
To: Public Comment
Cc: Suzanne Yang
Subject: Palisades Dirt Pile
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

I am a resident of the Palisades subdivision facing north towards Mount St Helena. Though I received notification that dirt would be transferred from the High School for building of the new sports field there was never any specifics to HOW MUCH dirt and what would eventually be the next steps.

The attached photo shows the current level of the dirt that completely removes the view towards Lake County road. However what is more concerning is that when the wind blows, which of course is frequent, dirt blows directly into my yard affecting my ability to simply sit outside in addition to having dirt film on my windows.

What is the long term plan for this? I do realize the school district is looking to potentially have housing built however that is not for a while. Is the dirt here to stay for the near/long term? Kevin Conlon
Item #3.1.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City of Calistoga | City Clerk
Meeting: City Council - Sep 02 2025
Subject: Proclamation Honoring the UpValley Family Centers Promotoras DESCRIPTION:

The Council will consider making a proclamation of gratitude honoring the UpValley Family Centers Promotoras Group.

RECOMMENDATION:

Consider Making the Proclamation
SUMMARY:

The UpValley Family Centers has formed a program called Miel whose members specialize in reaching people who are hard to reach, in rural areas, in migrant communities, and/or where the language barrier is a problem.

After 15 years as a community health project of the UpValley Family Centers, the volunteer health educators are now offering services as an independent worker-owned cooperative.

FINANCIAL IMPACT:

None
CEQA STATUS:

Not applicable
ATTACHMENT(S):

Promotoras Proclamation of Gratitude
APPROVAL(S):

Laura Snideman, City of Calistoga | City Manager Approved - Aug 25 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Aug 25 2025 Item #5.1.

CITY OF CALISTOGA PROCLAMATION
in Honor of the Up Valley Family Center
Promotoras’ Miel Program
WHEREAS, the Up Valley Family Center Promotoras are a dedicated group of community volunteers serving the Calistoga community and rural Napa County, committed to promoting health equity, cultural sensitivity, and meaningful community engagement; and WHEREAS, the Promotoras have taken the visionary step of developing Miel, a worker-owned cooperative focused on health education and connection to critical resources—improving community health and building climate resilience for underserved populations; and WHEREAS, the Promotoras provide a wide range of bilingual services including community-based research and advocacy, participant recruitment, survey and data collection, expert speaking at public events, community health outreach includes educational campaigns, wellness and prevention guidance, chronic condition support, and enrollment assistance for health programs; and WHEREAS, they also play a vital role in disaster and emergency response through preparedness outreach, direct emergency aid for vulnerable populations, resilience training and logistical support for community initiatives; and
NOW, THEREFORE, BE IT PROCLAIMED, that the City of Calistoga City Council hereby recognizes and extends its sincere gratitude to the Up Valley Family Center Promotoras for their exemplary service, leadership, and lasting impact on our community.

Sealed this 2nd day of September, in the year Two Thousand Twenty-Five

Item #5.1.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City of Calistoga | City Clerk
Meeting: City Council - Sep 02 2025
Subject: A presentation on the Draft Napa Regional Climate Action and Adaptation Plan
DESCRIPTION:

Receive the Presentation
RECOMMENDATION:

Receive the Presentation
SUMMARY:

In May 2023, the Climate Action Committee (CAC) made the preparation of a Regional Climate Action and Adaptation Plan (RCAAP) a top priority for FY 2023-2024. All six local juristictions within the county (American Canyon, Calistoga, County of Napa, Napa, St. Helena, and Yountville) have come together to develop the Napa RCAAP.

Also in May of 2023, the office of former California Senator Bill Dodd provided a California State Appropriations Grant of $500,000 for the preparation of the Napa County RCAAP. After a request for proposal process, Ascent Environmental was contracted in December 2023 to begin development of the RCAAP, officially launching the process in January 2024.

Community engagement efforts took place in the summer of 2024, including a community survey and several focus groups that explored topics such as climate change impacts, community resiliency, and the unique needs of different groups. The focus groups were organized around themes such as youth, families, community-based organizations, public health, multi-language populations, and agriculture and winegrowers.

The RCAAP development process continued throughout 2024 and 2025, incorporating input from Napa County and City of Napa staff, the CAC, public comments, city and county leadership, and various partner stakeholders. The All Jurisdiction Working Group (AWG) was formed to ensure that staff from each jurisdiction participated in reviewing the Administrative Draft of the RCAAP and in deciding the best path for its environmental review. The AWG also represented each jurisdiction’s goals, priorities, concerns, and feedback.

The public draft of the RCAAP was made available on August 1, 2025, on the project website:
www.climateactionnapa.konveio.com. The public review and comment period is open from August 1 to September 30, 2025.

ANALYSIS:

Item #5.2.

Purpose of the RCAAP
The RCAAP is a roadmap for reducing greenhouse gas (GHG) emissions and adapting to climate change. It identifies strategies, measures, and actions to guide the region toward a more sustainable and resilient future. The plan incorporates input from residents, businesses, and community organizations across all six jurisdictions.

It builds on existing climate change and sustainability initiatives throughout the county and seeks to coordinate these efforts within a unified regional framework. 2019 Greenhouse Gas Emissions Inventory
To prepare the RCAAP, Napa County first conducted a 2019 GHG emissions inventory to understand the regional emissions profile. The total estimated emissions were approximately 1,221,861 metric tons of carbon dioxide equivalent (MTCO2e).

The City of Napa accounted for 43 percent of countywide emissions, followed by unincorporated Napa County (31 percent), American Canyon (16 percent), and St. Helena, Calistoga, and Yountville, each with 5 percent or less. The three largest contributing sectors were:
 On-road transportation: 39%
 Building energy: 23%
 Solid waste: 16%
The remaining sectors (off-road equipment, agriculture, wastewater, and imported water) accounted for approximately 22 percent of emissions.

Community Engagement
Public outreach and community engagement played a critical role in developing the RCAAP. In 2024, 310 individuals responded to an introductory survey that helped identify how climate change affects residents’ daily lives. Additionally, four community meetings were held to discuss existing conditions and key areas of concern. Focused group conversations with 20 local organizations further explored community needs.

Two public workshops were held after the release of the draft RCAAP in August 2025. Additional workshops were scheduled for August 27, 2025, at the Napa County Library Main Branch.

GHG Emissions Reduction Targets
The Napa County jurisdictions have set ambitious GHG emissions reduction targets that align with California’s statewide goals:
 42% reduction below 2019 levels by 2030
 57% reduction by 2035
 85% reduction by 2045
Additionally, Napa County aims to achieve carbon neutrality by 2045, primarily through natural carbon sequestration and targeted GHG reductions.

GHG Reduction Measures
While state, regional, and federal actions will contribute to GHG reductions, local efforts are crucial.

The RCAAP outlines 46 GHG reduction measures, categorized across six emissions sectors:

1. Building Energy

2. On-Road Transportation

3. Solid Waste

4. Water and Wastewater

5. Agriculture

6. Off-Road Equipment
These measures include 21 strategies and 107 actions that will be implemented across jurisdictions, addressing both shared emissions sources and jurisdiction-specific needs. Some of the key measures include:

Item #5.2.

 BE-1: Retrofit Existing Buildings to Zero Carbon
 TR-9: Expand Renewable Diesel Availability
 AG-1: Reduce Fossil Fuel Consumption in Field Equipment  SW-1: Increase Solid Waste Diversion
 SW-4: Increase Landfill Methane Capture Capacity
 WW-1: Reduce Methane Emissions from Wastewater Treatment Plants Together, these measures account for approximately 91% of the total emissions reductions by 2045.

Carbon Sequestration
Carbon sequestration helps capture carbon dioxide to prevent it from entering the atmosphere. The RCAAP includes measures that increase carbon sequestration through biological and geological means, including:
 AG-3: Expand Carbon Farming Practices
 AG-4: Report on Carbon Farming Practices
 AG-5: Expand the Urban Forest
 AG-6: Restore Woodland and Forest Habitat
 AG-7: Increase Sustainable Vineyard Certification
These measures will support Napa County’s goal of carbon neutrality by 2045.

Vulnerability Assessment
The RCAAP includes a climate change vulnerability assessment (VA) conducted in April 2024.

The VA evaluates the vulnerability of people, infrastructure, and natural resources to five climate hazards:

1. Wildfire

2. Increased temperatures and extreme heat

3. Extreme precipitation, sea level rise, and flooding

4. Drought

5. Energy grid impacts
The VA assessed exposure, sensitivity, potential impacts, adaptive capacity, and vulnerability to climate change. The findings informed the development of 40 adaptation measures aimed at reducing vulnerability and increasing community resilience.

Adaptation Strategies
The RCAAP outlines six key adaptation strategies to enhance community resilience:

1. Improve Overall Climate Resilience

2. Prepare for Increased Wildfire Risk

3. Prepare for Extreme Heat

4. Prepare for Flooding and Sea Level Rise

5. Enhance Water Supply and Drought Resilience

6. Improve Energy Grid Resilience
CEQA Initial Study
The Napa County jurisdictions are preparing an Initial Study for the RCAAP, in compliance with CEQA. The County will serve as the lead agency, with input from the other jurisdictions. This study will evaluate the environmental impacts of implementing the RCAAP, and mitigation measures will be proposed if necessary.

Implementation and Funding
Implementing the RCAAP will require ongoing regional coordination and adequate staffing. Napa County must leverage existing funding sources and explore new opportunities, such as state and Item #5.2.

federal grants, to support long-term investments. The plan will also require regular monitoring and updates to ensure progress toward both short-term and long-term goals.

A tailored implementation plan will define each jurisdiction’s role, align with budgets, and enhance coordination. The CAC and All Jurisdiction Working Group will play key roles in ensuring the RCAAP's successful implementation.

FINANCIAL IMPACT:

This item is a presentation outlining the RCAAP. There is no financial impact to the city in receiving this presentation.

CEQA STATUS:

The proposed action is not a project as defined by 14 California Code of Regulations 15378 (State CEQA Guidelines) and therefore CEQA is not applicable
ATTACHMENT(S):

RCAAP_PublicDraft_Presentation
APPROVAL(S):

Greg Desmond, Planning & Building Director Approved - Aug 26 2025 Laura Snideman, City of Calistoga | City Manager Approved - Aug 26 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Aug 27 2025 Item #5.2.

Napa County Regional Climate Action and Adaptation Plan City of Calistoga
September 2, 2025
Item #5.2.

2 Regional Climate Action and Adaptation Plan
Overview
• Public Draft Regional Climate Action &
Adaptation Plan (RCAAP)
• Next Steps and Schedule
• Q&A
Item #5.2.

What is the RCAAP? • Comprehensive, long-range, climate plan • Achieves countywide GHG reduction targets and carbon neutrality goals for 2030 and 2045
• Provides countywide strategy for climate adaptation and resilience.
• Builds on existing sustainability & climate initiatives in the county
• Regional, coordinated plan • Addresses regional emissions and regional climate change impacts (all jurisdictions)
• Prepared and reviewed by member agencies of the Climate Action Committee (CAC): • County of Napa • City of American Canyon • City of Calistoga • City of Napa • City of St. Helena • Town of Yountville Item #5.2.

Why is the RCAAP Needed?
Our Climate Emergency Requires Urgent Action
Item #5.2.

Item #5.2.

Co-Benefits of Climate Action & Adaptation
Item #5.2.

Partnerships and
Collaboration • 6 Local Jurisdictions • Community • Utilities • Regional Agencies • State of California • Federal Government We’re all in this together!
Item #5.2.

Climate Action: GHG Mitigation
Item #5.2.

Napa County’s Regional GHG Emissions Inventory (2019)
Item #5.2.

Forecasted GHG Emissions, Targets, and GHG Reduction MeasuresItem #5.2.

11 Regional Climate Action and Adaptation Plan
RCAAP GHG Reduction
Strategies • 21 Strategies, aligned with GHG emissions
sectors + carbon sequestration opportunities
• 46 GHG Emission Reduction Measures • 17 quantifiable measures • 100+ Implementing Actions • Many short-term actions (next 5 years) • Long-term actions (beyond 5 years) Item #5.2.

12 Regional Climate Action and Adaptation Plan
Building Energy • Clean and Efficient Energy Use in Existing Buildings • Retrofit All Existing Buildings to Zero Carbon • Energy Audits & Incentives • Increase Renewable Energy Generation & Storage • Sustainable Winery Certifications • Zero-Carbon New Development • Require New Buildings to be Zero-Carbon • Energy Education, Awareness, and Behavior Change • Empower Community to Reduce Building Energy Emissions Anthropogenic reductions in 2045: 58,375 MTCO
2e
• 8% of all reductions • 14% of all anthropogenic reductions Item #5.2.

Regional Climate Action and Adaptation Plan 13
Transportation • Reducing How Much We Drive (vehicle miles traveled, or VMT) • Increase Active Transportation Options • Expand Mobility Options for Visitors/Tourism • Reduce Winery Wastewater Hauling • Electrification of Vehicles & Equipment • Transition Fleets to ZEVs • Increase EV Charging and Hydrogen Fueling Infrastructure • Expand Zero-Carbon Fuels • Transportation Education Anthropogenic reductions in 2045: 76,511 MTCO
2e
• 10% of all reductions • 18% of all anthropogenic reductions Item #5.2.

Regional Climate Action and Adaptation Plan 14
Solid Waste
• Promote Zero Waste
• Increase Solid Waste Diversion
• Reduce Construction & Demolition Waste
• Waste Education (Reduce/Reuse/Recycle/Compost)
• Reduce Existing Landfill Emissions
• Increase Methane Capture Capacity and Efficiency
• Support Waste-to-Energy
Anthropogenic reductions in 2045: 173,057 MTCO2e
• 23% of all reductions
• 41% of all anthropogenic reductions
Item #5.2.

15 Regional Climate Action and Adaptation Plan
Water & Wastewater
• Reduce Water Waste
• Improve Water Conservation &( Efficiency
• Native and Drought-Tolerant Landscaping
• Reduce Methane Emissions from Treatment Plants
• Explore Recycled Water Opportunities
Anthropogenic reductions in 2045: 45,412 MTCO2e
• 6% of all reductions
• 11% of all anthropogenic reductions
Item #5.2.

16 Regional Climate Action and Adaptation Plan
Agriculture and Open
Space • Reduce Fossil Fuel Use in Farming Equipment • Increase Carbon Farming • Increase Sustainable Vineyard Certifications • Sustainable Livestock Practices • Expand Urban Forest • Accelerate Woodland and Forest Restoration and Stewardship
• Avoid or Minimize Carbon Stock Loss Attributable to
Land Use Change
Item #5.2.

Climate Adaptation
Item #5.2.

Climate Change Effects in Napa County
• Increased Severity or Frequency of
Wildfires
• Increased Temperatures and Extreme
Heat
• Extended or More Severe Drought
• More Extreme Precipitation Events and
Increased Flooding Risk + Sea Level Rise
• Energy Grid Impacts
Item #5.2.

Climate Adaptation & Resilience Strategies
• All-Hazards Approach to Climate
Resilience: People, Infrastructure,
Natural Resources
• Wildfire Risk Reduction and
Preparedness
• Extreme Heat Mitigation
• Enhanced Flood Protection
• Long-Term Adaptation to Sea-Level
Rise
• Energy Grid Resilience
Item #5.2.

Regional Climate Action and Adaptation Plan 20
Implementation &
Monitoring • Local adoption of the RCAAP (all 6 jurisdictions) • Regionally-coordinated implementation strategy • Ongoing Monitoring, Reporting, Updating • Periodic GHG inventory updates • Annual reporting on targets and key indicators • Periodic updates to RCAAP • Order-of-magnitude cost estimates for limited subset of measures • 9 GHG measures and 10 adaptation measures • Important note: Not a full-scale cost estimate for entire plan.
• Potential funding & financing sources identified • Funding and financing strategy tied to timing and prioritization will be critical
Item #5.2.

Regional Climate Action and Adaptation Plan 21
Next Steps
• Aug 1 – Sept 30, 2025: Public Review & Comment Period • Fall 2025 - Winter 2026: Review Comments, Prepare Final RCAAP, Complete Environmental Review Process
• Spring 2026: Adoption Hearings
• 2026 – 2045: RCAAP Implementation
Item #5.2.

Questions & Answers
Item #5.2.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council - Sep 02 2025
Subject: Execute a Purchase Order to Allard General Engineering to preform emergency work to relocate the Maxfield Pathway and Watermain Emergency Replacement
DESCRIPTION:

Authorize the City Manager to Declare the Failure of Maxfield Pathway and Water Main Relocation Project an Emergency and Authorize the City Manager to Execute a Purchase Order in an amount not to exceed $121,418 to Allard General Engineering to Complete the Repair Work RECOMMENDATION:

Consider Adopting the Resolution
SUMMARY:

The Maxfield pathway, a well-used bike/pedestrian link between the Fairway Vista and Riverly subdivisions has significantly eroded and pathway has failed and fallen 20-feet below into Garnett creek, about 50-feet upstream of the confluence of the Napa River. The immediate bank failure is about 20-feet in length but there is just over a 110-feet of bank that is near vertical and in imminent danger of failing. Public Works staff recently installed temporary fencing around the failure and will have to close the pathway if any further collapse occurs.

Further exacerbating the emergency is that there is a critical water main crossing, one of only three Napa River crossings in our drinking water system. The eroding bank is creating an emergency situation to public health and safety due to this critical watermain becoming exposed and failing. A watermain failure here would create a major public health and safety concern. A failure of the watermain would create significant pressure loss in the distribution system, boil water notices, long outages for repairing and testing, and pathway closures. Its further exacerbated due to the fact that we can’t go into winter with the watermain and pathway exposed in this condition.

ANALYSIS:

Staff has drafted up an engineered plan to repair the failing pathway and watermain by relocating them onto the old Golf Course/Fairgrounds property. Both the watermain and pathway would be rerouted about 40-feet away from the failed location.

Repairing the bank is not feasible as it would require a significant number of permits, time to complete, and significantly more expensive to repair this way (estimated to be about $500,000 bank repair).

Item #6.2.

City staff has taken the item before the Fairgrounds committee who approved the item conditioned that we try to modify the alignment to be slightly less impactful to the property. Staff has since moved the pathway about five feet further off the Golf Course/Fairgrounds property and attached the modified design.

City staff had Allard General Engineering contractor provide a bid to construct the relocation and staff is requesting city council authorize the City Manager to declare an emergency and authorize Allard to proceed with the repair work, per CMC 3.32.110.

FINANCIAL IMPACT:

The total not-to-exceed project cost of $121,418 is being requested be funded by two accounts:
$36,729 from Replace Watermains (account #12-5490-4915), and $84,689 from Pavement Maintenance (account #01-5402-4915). The bid price was $110,380, and there is a 10% contingency being requested to have in case of any unforeseen conditions.

CEQA STATUS:

Replacement of existing infrastructure not increasing capacity is exempt from CEQA.

ATTACHMENT(S):

Draft Resolution
Map - Maxfield Waterline & Pathway
Proposal - Allard General Engineering
APPROVAL(S):

Derek Rayner, Public Works Director/City Engineer Approved - Aug 21 2025 Connie Cardenas, Admin. Services Director Approved - Aug 21 2025 Laura Snideman, City of Calistoga | City Manager Approved - Aug 25 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Aug 25 2025 Item #6.2.

RESOLUTION NO. 2025-XXX

ADOPTED XXXX

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

NAPA, STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO

DECLARE THE FAILURE OF MAXFIELD PATHWAY AND WATER MAIN

RELOCATION PROJECT AN EMERGENCY AND AUTHORIZING THE CITY

MANAGER TO EXECUTE A PURCHASE ORDER IN AN AMOUNT NOT TO EXCEED $121,418 TO ALLARD GENERAL ENGINEERING TO COMPLETE THE REPAIR

PROJECT
WHEREAS, the Maxfield pathway, is a well-used bike/pedestrian link between the Fairway Vista and Riverly subdivisions and has significantly eroded and the pathway has failed and fallen 20-feet below into Garnett creek, about 50-feet upstream of the confluence of the Napa River; and
WHEREAS, the immediate bank failure is about 20-feet in length, but there is just over a 110-feet of bank that is near vertical and in imminent danger of failing. Public Works staff recently installed temporary fencing around the failure and will have to close the pathway if any further collapse occurs; and
WHEREAS, further exacerbating the emergency is that there is a critical water main crossing, one of only three Napa River crossings in our drinking water system and we cannot go into winter with the watermain, and pathway left in this condition; and WHEREAS, the eroding bank is creating an emergency situation to public health and safety due to this critical watermain becoming exposed and failing; and WHEREAS, a failure of the watermain would create significant pressure loss in the distribution system, boil water notices, and pathway closures; and WHEREAS, staff has drafted up a plan to repair the failing pathway and watermain by relocating them onto the old Golf Course/Fairgrounds property. Both the watermain and pathway would be re-routed about 40-feet away from the failed location; and WHEREAS, City staff took the item before the Fairgrounds committee who approved the item conditioned that we try to modify the alignment to be slightly less impactful to the property; and
WHEREAS, staff have since moved the pathway about 5-feet further off the Golf Course/Fairgrounds property and attached the modified design; and WHEREAS, the not-to-exceed project cost of $121,418 includes the 10% contingency, to be funded by Replace Watermains, Account No. 12-5490-4915 $36,729 and Pavement Maintenance, Account No. 01-5402-4915 $84,689; and WHEREAS, replacement of existing infrastructure not increasing capacity is exempt from CEQA.

Item #6.2.

Resolution No. 2025-XXX

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

1. Authorizes the City Manger to declare the failure of Maxfield Pathway and water main relocation project an emergency.

2. Authorizes the City Manager to execute a Purchase Order to Allard General Engineering to complete the repair project in an amount not to exceed $121,418.

3. Approves the repair project budget in the amount of the base bid of $110,380, with a 10% contingency for unforeseen conditions and authorizes the Public Works Director to negotiate and approve contract change orders in an amount not to exceed $121,418.

PASSED, APPROVED AND ADOPTED this 2
nd day of SEPTEMBER, 2025. I,

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

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:
____________________________ __________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.2.

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Item #6.2.

Allard General Engineering
1518 Park St
Calistoga, CA 94515 US
+17075705707
[email protected]
Proposal

ADDRESS
City of Calistoga
414 Washington Street
Calistoga, CA 94515
PROPOSAL # 1387
DATE 08/14/2025

ACTIVITY DESCRIPTION QTY RATE AMOUNT

MAXFIELD WATERMAIN & PATHWAY
REALIGNMENT.

Service Mobilization.

Move all equipment in and out.
1 900.00 900.00
Demo Remove sections of chain link fence at
start and finish of path.
1 3,400.00 3,400.00
Excavation Excavate for 8' pathway and retaining
wall. (Per plan.)
1 5,800.00 5,800.00
Excavation Trench for 8" watermain. (Per plan.) 1 4,000.00 4,000.00 Labor Install 8" watermain, fittings and valves.

Backfill and compact. (Per plan)
1 10,800.00 10,800.00
Material Pipe.

Valves and fittings.

Backfill material.
deliveries included.
1 18,140.00 18,140.00
Labor Retaining wall installation.
(Per plan)
1 5,840.00 5,840.00
Material Retaining wall blocks.

Drain rock and drain pipe.
1 6,500.00 6,500.00
Labor Layout and drill post holes and set
posts.

Build 6' and 8' chain link fence. (Per
plan)
1 28,600.00 28,600.00
Service Prep for A/C and Pave 8' pathway (per
plan.)
1 26,400.00 26,400.00
TOTAL $110,380.00
Item #6.2.

Accepted By Accepted Date
Item #6.2.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Rachel Stepp, Deputy City Manager
Meeting: City Council - Sep 02 2025
Subject: Professional Services Agreement with the Boys and Girls Club of St. Helena and Calistoga for Teen Programming
DESCRIPTION:

Consider Adopting a Resolution Authorizing the City Manager to Enter Into a Professional Services Agreement with the Boys & Girls Club of St. Helena and Calistoga for Teen Programming at the Calistoga Teen Center
RECOMMENDATION:

Consider Adopting the Resolution
SUMMARY:

The City of Calistoga has long partnered with the Boys and Girls Club of St. Helena and Calistoga to offer teen programs at the Calistoga Teen Center, located in the Monhoff Building. This year’s agreement keeps the same level of service and funding as in past years, with updated language to match the City’s License Agreement for use of the Monhoff Building. It also includes four optional one-year extensions, helping simplify the renewal process through 2029.

ANALYSIS:

The Agreement specifies a range of services at the Calistoga Teen Center, including academic tutoring, arts and STEM programming, healthy lifestyle and cooking classes, leadership development, and field trips. Additional offerings include annual college tours, mental health retreats, and holiday assistance programs. The Club funds two dedicated staff positions and directs outreach toward low-income and at-risk youth, with a target of reaching at least 100 unique teen participants each month.

The new agreement includes four optional one-year extensions, contingent on mutual agreement and compliance with terms. This structure ensures continuity of service and reduces the need for repeated annual approvals.

Compensation is set at $40,000 annually, consistent with previous agreements.

FINANCIAL IMPACT:

Funding for this Agreement for $40,000 is budgeted for FY25/26 in account 01-4152-4487.

CEQA STATUS:

Not a project under CEQA
Item #6.3.

ATTACHMENT(S):

Resolution- Boys and Girls Club CSA 2025
CALISTOGA TEEN CENTER 2025 CONTRACT
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Aug 19 2025 Laura Snideman, City of Calistoga | City Manager Approved - Aug 25 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Aug 25 2025 Item #6.3.

ATTACHMENT 1
RESOLUTION NO. 2025-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA

AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT WITH THE BOYS AND GIRLS CLUB OF ST. HELENA

AND CALISTOGA FOR YOUTH SERVICES AT THE CALISTOGA TEEN
CENTER
WHEREAS, the City of Calistoga desires to support youth development services through the operation of the Calistoga Teen Center; and WHEREAS, the Boys and Girls Club of St. Helena and Calistoga provides a wide range of academic, recreational, and enrichment services targeted toward Calistoga teens, particularly low-income and at-risk youth; and
WHEREAS, the City has historically partnered with the Boys and Girls Club through an annual professional services agreement to support these programs; and WHEREAS, the proposed agreement for Fiscal Year 2025–26 includes updated language to align with the 2024 License Agreement and introduces four optional oneyear extensions, allowing for streamlined continuation of services through Fiscal Year 2028–29; and
WHEREAS, the total cost to the City under this agreement shall not exceed $40,000 annually, as budgeted in the City’s General Fund for Fiscal Year 2025–26; NOW, THEREFORE BE IT RESOLVED, by the City Council of the City of Calistoga that the City Manager is hereby authorized to execute a Professional Services Agreement between the City of Calistoga and the Boys and Girls Club of St. Helena and Calistoga for youth programming at the Calistoga Teen Center.

PASSED, APPROVED, AND ADOPTED this 2nd day of September 2025. I,

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

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:

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

AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this 1Stday of July 2025 by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as ”CITY") and Boys and Girls Club of St. Helena and Calistoga, a California non-pro?t public benefit corporation (hereinafter referred to as "CONSULTANT”).

CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, CITY desires to obtain professional services in connection with a youth development program;
WHEREAS, CONSULTANT is quali?ed to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set fortherein.

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

ARTICLE 1 — SCOPE OF SERVICES

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

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

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

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

CONSULTANT agrees that the Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which Item #6.3.

1.5. 1.6.

1.7. 1.8.

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

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

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

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

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

ARTICLE 2 - COMPENSATION
Item #6.3.

CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as veri?ed or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT'S work. CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in CONSULTANT'S performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.

2.3. Status Reports. Together with each invoice, CONSULTANT shall submit a status report detailing the amount expended on the Services to that date and the remaining amount to be expended before the Cost Ceiling is reached.

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

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

ARTICLE 3 - TIME OF PERFORMANCE

3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term"). CONSULTANT agrees to complete all services by June 30, 2026.

3.2. Termination. This Agreement may be terminated at any time by CITY upon written notice to CONSULTANT. Further, if either (a) that certain License Agreement between CITY and CONULTANT dated July 1, 2024 (“License Agreement”), or (b) this Agreement is terminated in accordance with its terms, the other agreement shall also automatically terminate upon the same termination date.

3.3. Option to Extend.

A. Options. Subject to City’s written approval, as described below, CONSULTANT shall have four (4) options to extend the Term 0 f this Agreement (each an "Extension Option") for a period of one (1) year (each, an "Extension Term") each. The initial Extension Option shall be referred herein as the "First Extension Option," the second Extension Option shall be referred to herein as the "Second Extension Option," the third Extension Option shall be referred to herein as the "Third Extension Option," and the fourth Extension Option shall be referred to herein as the "Fourth Extension Option,". An Item #6.3.

3.4. 3.5.
its Extension Option, if at all, by written notice ("Election Notice") from CONSULTANT to CITY given not more than six (6) months nor less than two (2) months prior to expiration of the initial Term with respect to the First Extension Option and with respect to each subsequentExtension Term (as extended hereby) with respect to each subsequent Extension Option. Any such notice given by CONSULTANT to CITY shall be irrevocable. If CONSULANT fails to exercise an Extension Option in a timely manner, as provided for above, that Extension Option (as well as each subsequent Extension Option) shall be void.

B. Terms and Conditions. If CONSULTANT timely exercises an Extension Option and CITY agrees in writing to such extension of the Term, the Term shall be extended for an additional period of one (1) year upon the same terms and conditions as the initial Term or an Extension Term, as applicable, except that following CONSULTANT’S exercise of the Fourth Extension Option, there shall be no further Extension Options available to CONSULTANT at the expiration of the Extension Term, as extended by the Fourth Extension Option.

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

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

ARTICLE 4 - DESIGNATED CONTACTS

4.1. 4.2.

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

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

Item #6.3.

misconduct. CONSULTANT shall defend the CITY Parties as required by California Civil Code Section 2778, and with counsel reasonably acceptable to those parties.

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

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

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

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

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

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

B. Commercial General Liability Insurance. Commercial General Liability Insurance, with limits providing a minimum amount of $2,000,000 combined single limit coverage for each occurrence, $4,000,000 general aggregate and $4,000,000 products/completed operations aggregate. The insurance shall cover all operations including but not limited to the following: (1) premises, operations and mobile equipment liability; (2) completed operations and products liability; Item #6.3.

subcontractors, consultants and other agency in connection with this Agreement, at a minimum amount of $1,000,000 combined single limit coverage and $1,000,000 aggregate, on a "claims made basis" with a continuation of coverage extension for liabilities for two years from the date the Servicesare substantially complete. Such professional liability policies shall include coverage for liability assumed by the CONSULTANT under this Agreement.

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

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

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

5.3. The Certi?cates shall be on forms acceptable to CITY. CONSULTANT shall also furnish CITY with original endorsements with the following documentation:
0 Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after CITY shall have received written noti?cation thereof from CONSULTANT by United States mail;
0 Providing that CONSULTANT's insurance shall apply separately to each insured against whom claim ismade or suit is brought, and include a “separation of insureds” or “severability” clause which treats each insured separately, except with respect to the limits of the insurer‘s liability (cross—liability endorsement);
o Excepting CONSULTANT’S professional liability insurance, naming CITY, its City Council, boards, commissions, committees, of?cers, employees and agents as additional insureds (“Additional Insureds”); and 0 Providing that for any claims relating to CONSULTANT's services hereunder, CONSULTANT's insurance coverage shall be primary insurance with respect to CITY, its City Council, boards, commissions, committees, of?cers, employees and agents, and that any insurance or self-insurance maintained by Item #6.3.

(a) the minimum coverage and limits speci?ed in this Agreement; or (b) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.

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

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

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

ARTICLE 6 — NOTICES
All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile or reputable overnight courier and shall be deemed received upon the earlier of: (1) if personally delivered, the date of delivery to the address of the person to receive such notice; (2) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; (3) if sent by facsimile, with the original sent on the same day by overnight courier, the date on which the facsimile is received, provided it is before 5200RM. Paci?c Time; or (4) if sent electronically, the date of delivery on the con?rmed read receipt. Notice of change of address shall be given by written notice in the manner described in this Article 6. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed to constitute receipt of the notice or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:

Item #6.3.

If to CONSULTANT: Trent Yaconelli
1420 Tainter St.

Calistoga, CA 94515
Phone: 707—963-8944
Email: [email protected]
ARTICLE 7 - MISCELLANEOUS

7.1. Conflict of Interest Prohibition. CITY and CONSULTANT will comply with the requirements of the CITY’S Con?ict of Interest Code adopted pursuant to California Government Code §873 00 et seq., the Political Reform Act (California Government Code §81000 et seq), the regulations promulgated by the Fair Political Practices Commission (Title 2, §18110 et seq. of the California Code of Regulations), California Government Code §1090 et seq., and any other ethics laws applicable to the performance of the Services and/or this Agreement. CONSULTANT may be required to ?le with the CITY Clerk a completed Form 700 before commencing performance of the Services unless the CITY Clerk determines that completion of a Form 700 is not required, pursuant to CITY’S Con?ict of Interest Code. Form 700 forms are available from the CITY Clerk.

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

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

CONSULTANT may not employ any CITY of?cial, of?cer or employee in the performance of the Services, nor may any of?cial, of?cer or employee of CITY have any ?nancial interest in this Agreement that would violate California Government Code §1090 et seq. CONSULTANT hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or of?cial of CITY. If CONSULTANT was an employee, agent, appointee, or of?cial of CITY in the previous twelve months,CONSULTANT warrants that it did not participate in any manner in the forming of this Agreement. CONSULTANT understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for CONSULTANT’s performance of the Services, including reimbursement of expenses, and CONSULTANT will be required to reimburse CITY for any sums paid to CONSULTANT under this Item #6.3.

7.2. 7.3.

7.4. 7.5.

7.6. 7.7.

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

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

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

7.2, this Agreement is to be binding on the successors and assigns 0f the parties hereto.

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

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

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

Waiver. No failure on the part of either Paity to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be Item #6.3.

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

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

7.12. Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or cause of action in favor of, a third party against either the CITY or CONSULTANT. CONSULTANT’S Services hereunder are being performed solely for the bene?t of CITY. CITY shall be an express third—partybene?ciary of all contracts between CONSULTANT and any subcontractors or subconsultants in connection with any services performed in connection with, or in furtherance of, this Agreement. ***
[Signatures on Next Page]
Item #6.3.

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

CITY OF CALISTOGA
By: Date:

Laura Snideman,City Manager
Attest
By:

Yudiana Galvan, City Clerk
Approved As To Form
By:

Michelle Marchetta Kenyon, City Attorney
CONSULTANT Byz/[Et-Z; £2:
‘ Date: 574/1ibis"
By: Date:

Item #6.3.

EXHIBIT A

SCOPE OF WORK
The Boys and Girls Club Calistoga Teen Center will provide robust offerings of programs that the City of Calistoga is ?nancially contributing towards which will minimally include the following:

1. The Calistoga Teen Center will provide broad academic, recreation, and enrichment services to teenage students from the City of Calistoga. Services include focused and developmentally appropriate programs in Boys and Girls Clubs of St. Helena and Calistoga’s Core Areas of Impact—The Arts, STEM, Healthy Lifestyle, Character Development, and Academic Success. Speci?c programming includes a weekly art program, an internal leadership club, weekly healthy cooking classes, weekly open gym, weekly meals, and volunteer work in the community.

The Calistoga Teen Center aims to reach at minimum 100 unique teenage students per month and has a focused outreach towards low—incomeand/or at—riskstudents.

Over 85% of our current population is considered low—income.Outreach to these students includes on-campus visits, monthly program calendars, ?yers and ads posted locally, and collaboration with other Calistoga agencies that ensure each student in need is serviced.

Specialty Trips, Events, College Tours: Organize and facilitate excursions and events throughout the year, such as ?eld trips, boxing classes,theme parks, beach trips, and snow days. The teen center will provide three separate college tours, as well as Teen Mental Health Retreats.

Staff Salaries: Provide competitive salaries for two dedicated staff members at the Calistoga Teen Center, ensuring the recruitment and retention of quali?ed professionals who are committed to the well-being and development of the teens.

Professional Tutoring Services: Engage quali?ed tutors to provide academic support and mentoring for teens, helping them excel in their studies and develop essential skills for future success.

Holiday Assistance Programming: Plan and execute special holiday meal events and assistance programs, including the Red Wagon Christmas gift program.

Reporting: Provide an annual report to the Calistoga City Council that Item #6.3.

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

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

Item #6.3.

EXHIBIT B-1

1. Compensation for the Services shall not exceed $40,000.

Item #6.3.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council - Sep 02 2025
Subject: Consideration of a Resolution Accepting a Donation for a Memorial Bench DESCRIPTION:

Consideration of a Resolution Accepting a Donation from the Calistoga Farmers Market Board:

President Barbara Korte, Valerie Beck, Bob Beck, Charlotte Powell, Kathy Stevenson-Horwath, Emil Tedeschi, Dave Hagberg and Laurence Dondald for a Memorial Bench for Karen Verzosa, the Longtime Farmers Market Manager.

RECOMMENDATION:

Consider Adopting the Resolution
SUMMARY:

The Public Works Department has received an offer from the Calistoga Farmers Market Board for a donation in the amount of $4,434.47 to purchase and install a six-foot memorial bench with an engraved plaque memorializing Karen Verzosa. They have requested that the bench be installed on the planting strip between the Police Department and the Sharpsteen Museum parking lots.

Cost of Bench and Installation
6' Cast Bench, Steel Seat, Black Powder Coat $1,596.00
Cast Bronze Plaque 410.00
Napa County Tax 7.75% 155.47
Freight 530.00
Installation by Public Works Staff 1,743.00
Total Donation $4,434.47
FINANCIAL IMPACT:

None.

CEQA STATUS:

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

ATTACHMENT(S):

1. Draft Resolution

2. Ross Recreation Quote
Item #6.4.

3. Photo of Site
APPROVAL(S):

Derek Rayner, Public Works Director/City Engineer Approved - Aug 20 2025 Connie Cardenas, Admin. Services Director Approved - Aug 20 2025 Laura Snideman, City of Calistoga | City Manager Approved - Aug 25 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Aug 25 2025 Item #6.4.

RESOLUTION NO. 2025-XXX

ADOPTED XXXX

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

NAPA, STATE OF CALIFORNIA, AUTHORIZING THE ACCEPTANCE OF A

DONATION FROM THE CALISTOGA FARMERS MARKET BOARD TO PURCHASE

AND INSTALL A MEMORIAL BENCH MEMORIALIZING KAREN VERZOSA WHEREAS, the Public Works Department has received an offer for a donation in the amount of $4,434.47 from the Calistoga Farmers Market Board: President Barbara Korte, Valerie Beck, Bob Beck, Charlotte Powell, Kathy Stevenson-Horwath, Emil Tedeschi, Dave Hagberg and Laurence Dondald to purchase and install a six-foot memorial bench memorializing Karen Verzosa; and
WHEREAS, staff has determined that the funds are sufficient to purchase and install a six-foot memorial bench on the planting strip between the Police Department and the Sharpsteen Museum parking lots; and
WHEREAS, the Public Works Department recommends acceptance of the donation and approval of the bench installation.

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

1. The City Council of the City of Calistoga hereby authorizes the acceptance of a donation in the amount of $4,434.47 from the Calistoga Farmers Market Board for the purchase and installation of a six-foot memorial bench to be installed on the planting strip between the Police Department and the Sharpsteen Museum parking lots.

PASSED, APPROVED AND ADOPTED this 2
nd day of SEPTEMBER, 2025. 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, Interim City Clerk Donald Williams, Mayor Item #6.4.

ATTACHMENT 2 Item #6.4.

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ATTACHMENT 3Item #6.4.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City of Calistoga | City Clerk
Meeting: City Council - Sep 02 2025
Subject: Agreement with Calistoga Tribune Publication of Legal Advertisements for Multiple Fiscal Years 25/26 - 27/28
DESCRIPTION:

Consider adopting a Resolution authorizing the City Manager to execute an agreement for consultant services with Calistoga Tribune for publication of legal advertisements in an amount not to exceed $15,000 per year for multiple fiscal years 25/26 - 27/28.

RECOMMENDATION:

Consider Adopting the Resolution
SUMMARY:

In accordance with Public Contract Code §20169, cities that have more than one newspaper of general circulation must publish a notice inviting bids for the publication of legal advertisements. The Calistoga Tribune is the City's current provider.

Staff published a request for proposals for legal advertising to be submitted to the City Clerk by Friday August 8, 2025. A proposal was received from The Calistoga Tribune.

FINANCIAL IMPACT:

The estimated cost for publishing legal notices and display advertisements is $15,000. Additional costs for publication of legal notices for development projects may be required and paid for by the applicant.

CEQA STATUS:

This item is exempt.

ATTACHMENT(S):

Draft Resolution - Legal Ads
Legal Ad Proposal - Tribune
APPROVAL(S):

Laura Snideman, City of Calistoga | City Manager Approved - Aug 25 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Aug 26 2025 Item #6.5.

RESOLUTION NO. 2025-0XX
ADOPTED SEPTEMBER 2, 2025

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

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

AN AGREEMENT FOR CONSULTANT SERVICES WITH CALISTOGA TRIBUNE FOR

PUBLICATION OF LEGAL ADVERTISEMENTS IN AN AMOUNT NOT TO EXCEED $15,000 FOR FISCAL YEARS 2025-26 – 2027-28
WHEREAS, each year, in accordance with Public Contract Code §20169, cities that have more than one newspaper of general circulation must publish a notice inviting bids for the publication of legal advertisements; and
WHEREAS, the City published a request for proposals for legal advertising to be submitted to the City Clerk; and
WHEREAS, one proposal was received from the Calistoga Tribune and staff determined that the proposal is complete and responsive and recommends that the City Council accept the proposal; and
WHEREAS, the City Council reviewed the staff report and proposal and finds that the proposals are responsive and responsible; and
WHEREAS, the City desires to enter into an agreement with Calistoga Tribune for City-wide legal advertising.

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES HEREBY authorize the City Manager to execute an agreement substantially in accordance with the agreement for consultant for publication of legal advertisements with Calistoga Tribune in an amount not to exceed $15,000 for per year for the 3-year contract.

PASSED, APPROVED AND ADOPTED this 2
nd day of September 2025. 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
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City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Greg Desmond, Planning & Building Director
Meeting: City Council - Sep 02 2025
Subject: Consultant Services Agreement with M-Group for land use planning services DESCRIPTION:

Consideration of a resolution authorizing the City Manager to execute Professional Services Agreements with M-Group (Consultant) for land use planning services.

RECOMMENDATION:

Adopt the Resolution (Attachment 1) authorizing the City Manager to execute a Professional Services Agreement with M-Group (Consultant) for land use planning services (Attachment 2).

SUMMARY:

The city has a need for part-time/temporary/contract services for expertise as it pertains to CEQA review, processing of private land development project applications and city-initiated land use projects.

ANALYSIS:

The city has contracted with M-Group for part-time/temporary/contract planning services since 2020.

M-Group is a consultancy which focuses on providing municipalities with specific land use expertise.

In FY 24/25, the City authorized $75,000 for non-cost-recovery services for M-Group. For FY 25/26, the City has again negotiated a contract of $75,000 with M-Group for non-cost-recovery services.

Under the FY 25/26 contract, M-Group will continue to provide part-time/temporary/contract land use planning services in the following areas:

1. CEQA Review and Analysis for Private Development and City-Initiated Projects.

2. General Plan, Municipal Code and Specific Plan Consistency Review and Recommendations Related to Circulation Design Consistency and Connectivity for all Modes of Travel.

3. Housing Element Action Item Implementation.

Additionally, the city will continue to route the following entitlement projects to M-Group:
- Projects which staff have no expertise in processing. - Projects which staff are unable to process due to internal workload/scheduling constraints.

FINANCIAL IMPACT:

Item #6.6.

The costs associated with utilizing M-Group's services will be recovered through Developer Deposit Account (DDA) fees. City-initiated projects will be funded by the Planning & Building Department’s FY 25/26 consultant services budget (01-4115-4402), Housing Element budget (28-4670-4402) and the Measure D fund (for housing element implementation). The planning department's FY 25/26 budget has allocated $75,000 for expertise as it pertains to CEQA review, processing of private land development project applications and city-initiated land use projects.

CEQA STATUS:

Under the California Environmental Quality Act (CEQA), a "project" is defined as an activity that may cause a direct or reasonably foreseeable indirect physical change in the environment. This includes activities that are directly undertaken by the City of Calistoga, receive financial assistance from the City (e.g. fully funded or in part), or require discretionary approval from the City. To qualify as a project under CEQA, the action must have the potential to result in a direct or indirect physical impact to the environment. Actions that are ministerial, organizational, or financial in nature (such as internal financial decisions, budgeting, or feasibility studies) do not meet the definition of project under CEQA and therefore are not subject to CEQA review. Pursuant to CEQA Guidelines Section 15378, the proposed action does not constitute a "project" as defined by CEQA. The action involves general policy direction, ministerial activities, or organizational or fiscal decisions that do not result in a direct or reasonably foreseeable indirect physical change in the environment. For this reason, the proposed action is not subject to environmental review requirements as established by the California Code of Regulations, Title 14, Sections 15000-15387 (and Public Resources Code Section 21000- 21189.70.10).

ATTACHMENT(S):

Attachment 1 - M-Group Resolution - v4
Attachment 2 - consultant services agreement - fy 26-26 - v4 APPROVAL(S):

Greg Desmond, Planning & Building Director Approved - Jul 09 2025 Connie Cardenas, Admin. Services Director Approved - Jul 10 2025 Laura Snideman, City of Calistoga | City Manager Approved - Aug 26 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Aug 26 2025 Item #6.6.

ATTACHMENT 1
RESOLUTION NO. 2025-XXX
Authorizing Agreement No. XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA (CITY)

AUTHORIZING THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES

AGREEMENT WITH M-GROUP (CONSULTANT) FOR LAND USE PLANNING

SERVICES
WHEREAS, the City desires to utilize a professional consultant for specific land use planning services for private development projects as well as city-initiated land planning and special projects; and
WHEREAS, Consultant has provided this specific expertise to City and has the ability to continue in this capacity, including providing services for city-initiated land use planning, special projects, private development and environmental review projects.

WHEREAS, Consultant is currently providing these services in the City, and the proximity of their firm to Calistoga will allow the City to efficiently cover its needs.

WHEREAS, the costs associated with the provision of these services will be recovered in part through the revenue collected in conjunction with the processing of private development projects (Developer Deposit Accounts), and the Department’s FY 25-26 budget for contract services (01-4115-4402) not to exceed $75,000 for non-costrecovery items.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Calistoga hereby authorizes the City Manager to enter into a professional services agreement for the provision of said land use planning services.

PASSED, APPROVED AND ADOPTED this 2
nd day of September 2025. 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:
___________________________
Donald Williams, Mayor
ATTEST:
_________________________
Yudiana Galvan, Interim City Clerk
Item #6.6.

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

AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this 2nd day of September 2025, by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as "CITY") and M-Group a corporation (hereinafter referred to as "CONSULTANT"). CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, CITY requires processing special planning projects including the handling of certain entitlement applications for the Planning & Building Department, long-range and environmental review services in connection with the Planning & Building Department.

WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.

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

ARTICLE 1 - SCOPE OF SERVICES

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

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

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

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

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

Item #6.6.

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

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

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

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

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

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

ARTICLE 2 - COMPENSATION

2.1. Compensation. Compensation for the Services shall be in accordance with Exhibit B, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $75,000 ("Cost Ceiling") in non-cost recovery items for FY25-26.

2.2. Invoices. CONSULTANT shall submit monthly invoices in a form satisfactory to CITY on or before the tenth day of each month for Services provided during the preceding month. CONSULTANT shall submit time and cost records as necessary to substantiate Item #6.6.

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OAK #4890-2776-373v1 (Rev. 9/2021)
performance of the Services. Within 35 days after receipt of each such invoice, CITY shall verify the accuracy of the invoice, correct the charges where appropriate and as discussed and mutually agreed with CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as verified or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT's work. CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in CONSULTANT's performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.

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

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

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

ARTICLE 3 - TIME OF PERFORMANCE

3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term"). CONSULTANT agrees to complete all services by July 31, 2025.

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

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

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

ARTICLE 4 - DESIGNATED CONTACTS

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

Item #6.6.

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

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

ARTICLE 5 - INDEMNIFICATION AND INSURANCE

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

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

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

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

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

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

Item #6.6.

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

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

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

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

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

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

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

5.3. The Certificates shall be on forms acceptable to CITY. CONSULTANT shall also furnish CITY with original endorsements with the following documentation:
• Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after CITY shall have received written notification thereof from CONSULTANT by United States mail;
Item #6.6.

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OAK #4890-2776-373v1 (Rev. 9/2021)
• Providing that CONSULTANT's insurance shall apply separately to each insured against whom claim is made or suit is brought, and include a “separation of insureds” or “severability” clause which treats each insured separately, except with respect to the limits of the insurer's liability (cross-liability endorsement);
• Excepting CONSULTANT’S professional liability insurance, naming CITY, its City Council, boards, commissions, committees, officers, employees and agents as additional insureds (“Additional Insureds”); and • Providing that for any claims relating to CONSULTANT's services hereunder, CONSULTANT's insurance coverage shall be primary insurance with respect to CITY, its City Council, boards, commissions, committees, officers, employees and agents, and that any insurance or self-insurance maintained by CITY for itself, its City Council, boards, commissions, committees, officers, employees and agents shall be in excess of CONSULTANT's insurance and shall not be contributory with it.
• It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverages requirements and/or limits shall be available to the Additional Insured, including but not limited to any umbrella or excess insurance.

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

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

ARTICLE 6 - NOTICES
All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile or reputable overnight courier and shall be deemed received upon the earlier of: (1) if personally delivered, the date of delivery to the address of the person to receive such notice; (2) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; (3) if sent by facsimile, with the original sent on the same day by overnight courier, the date on which the facsimile is received, provided it is before 5:00 P.M. Pacific Time; or (4) if sent electronically, the date of delivery on the confirmed read receipt. Notice of change of address shall be given by written notice in the manner described in this Article 6. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed Item #6.6.

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OAK #4890-2776-373v1 (Rev. 9/2021)
to constitute receipt of the notice or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:

If to CITY: Laura Snideman, City Manager
1232 Washington Street
Calistoga, CA 94515
Phone: 707-942-2806
Email: [email protected]
If to CONSULTANT: Heather Hines, Principal
Metropolitan Planning Group
1275 4th street #265
Santa Rosa, CA 95404
Phone: 707-540-0723
Email: [email protected]

ARTICLE 7 - MISCELLANEOUS

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

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

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

CONSULTANT may not employ any CITY official, officer or employee in the performance of the Services, nor may any official, officer or employee of CITY have any financial interest in this Agreement that would violate California Government Code §1090 et seq. CONSULTANT hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of CITY. If CONSULTANT was an employee, agent, appointee, or official of CITY in the previous twelve months, CONSULTANT warrants that it did not participate in any manner in the forming of this Agreement. CONSULTANT understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for CONSULTANT’s Item #6.6.

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performance of the Services, including reimbursement of expenses, and CONSULTANT will be required to reimburse CITY for any sums paid to CONSULTANT under this Agreement. CONSULTANT understands that, in addition to the foregoing, penalties for violating Government Code §1090 may include criminal prosecution and disqualification from holding public office in the State of California.

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

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

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

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

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

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

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

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

Item #6.6.

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

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

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

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

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

Item #6.6.

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

CITY OF CALISTOGA
By: Date:

Laura Snideman, City Manager

CONSULTANT
By: Date:

By: Date:

Attest
By:

Yudiana Galvan, City Clerk
Approved As To Form
By:

Michelle Marchetta Kenyon, City Attorney
Item #6.6.

m-group a new design on urban planning
policy planning  urban design  environmental review  historic preservation  community engagement  staffing solutions m-group.us campbell  santa rosa  hayward
August 19, 2025
Greg Desmond
Planning & Building Director
City of Calistoga
Subject: Specialized Planning Services Contract
Greg,
I am pleased to provide this proposal for M-Group to provide specialized planning services to the City of Calistoga. M-Group has been engaged with the City of Calistoga on a number of environmental, municipal, and development review projects over the last several years and we look forward to continuing to work with the city. The following proposal is based on our recent conversations to address the anticipated specialized planning service needs for the fiscal year 2025/2026.

M-Group will provide specialized professional planning services for projects assigned by the city and under the City’s cost recovery agreement with developers. It is expected that the city will continue to route the following entitlement projects to M-Group:
• Projects which city staff have no expertise in processing • Project which staff are unable to process due to internal workload and scheduling constraints Additionally, M-Group will provide specialized professional planning services to assist the city with advanced planning and special projects as requested by the City and billed to the city on a task/project basis with a not to exceed cost of $25,000 for each of the following, with a total not to exceed cost of $75,000. M-Group will conduct these tasks exclusively, with no direction from staff. These services may include, but are not limited to, the following:

1. CEQA + Environmental Review and Analysis for City-Initiated Projects

2. General Plan, Municipal Code and Specific Plan Consistency Review and Recommendations Related to Circulation Design Consistency and Connectivity for all Modes of Travel

3. Housing Element Action Item Implementation.
• M-Group will prepare all required work products associated with implementation of action items included in the 6th cycle Housing Element.

To accommodate the range of work listed above and to ensure flexibility based on specific city needs, specialized services will be billed on a task/project basis consistent with M-Group’s 2025/2026 billing rates (attached) and with a not to exceed budget of $75,000 for city led projects. Prior to initiating work on city led projects, M-Group will provide a task/project based cost estimate and will receive authorization to proceed from the city. M-Group’s specialized planning services under this contract will extend through June 30, 2026.

EXHIBIT A

SCOPE OF WORK
Item #6.6.

m-group.us campbell  santa rosa  hayward
I trust that this proposal for M-Group to provide specialized planning services meets the City of Calistoga’s needs. Please do not hesitate to contact me to discuss any revisions or refinements.

Thank you,
Olivia Ervin, Principal-In-Charge
[email protected]
707.540.0723 x 202

EXHIBIT A

SCOPE OF WORK
continued
Item #6.6.

M-Group 2025 - 2026 Hourly Rates 05/08/2025

M-GROUP STAFF

HOURLY RATES
2025 2026
Admin Analyst
Planning Tech
Contract Administrator
$95 $100
Assistant Planner
Assistant Environmental Planner
Assistant Urban Designer
Social Media Coordinator
Document Specialist
$120 $126
Associate Planner
Associate Environmental Planner
Associate Urban Designer
GIS Services
Graphics Specialist
$150 $158
Historic Preservation Specialist
Public Art Specialist $165 $173
Senior Planner
Senior Project Manager
Senior Environmental Planner
Senior Urban Designer
$180 $189
Principal Planner
Principal Project Manager
Principal Environmental Planner
Principal Policy Planner
Director of Urban Design
$200 $210
Principal
Interim CDD
$245 - $400 $245 - $400

1. M-Group will invoice the client by billable hours per month or percentage of task completed.

2. Hourly rates are subject to annual adjustment on January 1st.

3. M-Group adds a 10% administration fee to Subconsultant rates.

4. Mileage costs of $0.70/mile may be charged for staff travelling beyond their Bay Area region (SF/South Bay, East Bay, North Bay).

5. Work over 8 hours per day, on holidays, or after business hours may be charged at 125% of the above-listed rates, upon client approval. EXHIBIT B

FEE SCHEDULE
Item #6.6.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Greg Desmond, Planning & Building Director
Meeting: City Council - Sep 02 2025
Subject: Consultant Services Agreements for Plan Check and Inspection Services for the Planning/Building, Fire, and Public Works Departments DESCRIPTION:

Consideration of a resolution authorizing the City Manager to execute Professional Services Agreements for limited and highly specialized Plan Check and Inspection Services for the Planning/Building, Fire, and Public Works Departments
RECOMMENDATION:

Adopt Resolutions (Attachments 1, 3, 5, and 7) authorizing the City Manager to execute Professional Services Agreements with consultants for limited plan check and inspection services for the Planning/Building, Fire, and Public Works Departments.

SUMMARY:

With the hiring of the new building official, the Planning/Building Department is performing most plan check and inspections in-house, resulting in reduced reliance on 3rd party services. However, the Planning/Building, Fire, and Public Works Departments will continue to rely on consultants with specialized expertise to ensure that the plan check and inspection process for larger and more complex projects are conducted in an efficient and timely manner.

ANALYSIS:

The city has historically contracted with multiple consultants to provide the planning/ building, public works and fire departments with the following partial list of specialized services:
- Planning/Building, Fire, & Public Works inspection services - Planning/Building, Fire, & Public Works plans examination services For FY 25/26, the city has negotiated 4 contracts totaling $120,000 spread between 4 separate consultants, each for $30,000.

The proposed professional service agreements with 4Leaf, BPR, WC3, & BV will provide inspection and plan review services on a limited and contractural basis for the public works, fire, and building departments.

To ensure the most efficient and thorough processing of permits and inspections, staff recommend retaining BV to continue providing plan check services for both the Calistoga Hills and Indian Springs projects.

Item #6.7.

FINANCIAL IMPACT:

The proposed professional service agreements are spread between 4 consultants, totaling $120,000. The fees associated with each contract will be captured as cost recovery items in the form of permit fees. It is not anticipated that we will need all 4 consultants, and in the event that this is required, it is unlikely that any of the consultants will exceed their contract amounts. Any fees not covered as cost recovery items will be funded through Planning & Building's FY 25/26 budget (01- 4115-4402 & 01-4225-4402).

CEQA STATUS:

Under the California Environmental Quality Act (CEQA), a "project" is defined as an activity that may cause a direct or reasonably foreseeable indirect physical change in the environment. This includes activities that are directly undertaken by the City of Calistoga, receive financial assistance from the City (e.g. fully funded or in part), or require discretionary approval from the City. To qualify as a project under CEQA, the action must have the potential to result in a direct or indirect physical impact to the environment. Actions that are ministerial, organizational, or financial in nature (such as internal financial decisions, budgeting, or feasibility studies) do not meet the definition of project under CEQA and therefore are not subject to CEQA review. Pursuant to CEQA Guidelines Section 15378, the proposed action does not constitute a "project" as defined by CEQA. The action involves general policy direction, ministerial activities, or organizational or fiscal decisions that do not result in a direct or reasonably foreseeable indirect physical change in the environment. For this reason, the proposed action is not subject to environmental review requirements as established by the California Code of Regulations, Title 14, Sections 15000-15387 (and Public Resources Code Section 21000- 21189.70.10).

ATTACHMENT(S):

Attachment 1 - BVNA Resolution - v4
Attachment 2 - BVNA Consultant Services Agreement - FY 25-26 - v4 Attachment 3 - BPR Resolution - v4
Attachment 4 - BPR Agreement for Consultant Services FY 25-26 - v4 Attachment 5 - 4LEAF Resolution - v4
Attachment 6 - 4LEAF Agreement for Consultant Services FY 25-26 - v4 Attachment 7 - WC3 Resolution - v4
Attachment 8 - WC3 Agreement for Consultant Services FY 25-26 - v4 APPROVAL(S):

Greg Desmond, Planning & Building Director Approved - Aug 25 2025 Connie Cardenas, Admin. Services Director Approved - Aug 25 2025 Laura Snideman, City of Calistoga | City Manager Approved - Aug 26 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Aug 27 2025 Item #6.7.

ATTACHMENT 1
RESOLUTION NO. 2025-XXX
Authorizing Agreement No. XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA AUTHORIZING

THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH BUREAU VERITAS NORTH AMERICA, INC. (BVNA) FOR INSPECTION AND

PLAN CHECK SERVICES
WHEREAS, the City desires to utilize a professional consultant for the limited and highly specialized building inspection and plan check services for the Planning & Building, Fire and Public Works Departments; and
WHEREAS, BVNA is a large company that specializes in providing similar services to municipalities and has the expertise to provide a wide range of services on a limited and contractual basis, including for large and complex projects.

WHEREAS, BVNA is currently providing these services in other local Cities, and the proximity of their personnel to Calistoga will allow the City to efficiently cover its needs.

WHEREAS, the costs associated with the provision of consulting services will be recovered in part through the revenue collected in conjunction with the processing of building permit applications, and the Planning & Building Department’s FY 25-26 budget for contract services (01-4115-4402 & 01-4125-4402) not to exceed $30,000.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Calistoga hereby authorizes the City Manager to enter into a professional services agreement with BVNA for the provision of building inspection and plan check services.

PASSED, APPROVED AND ADOPTED this 2nd day of September 2025. I YUDI 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:
___________________________
DONALD WILLIAMS, Mayor
ATTEST:
_________________________
Yudi Galvan, City Clerk
Item #6.7.

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

AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this 23rd day of July 2025, by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as "CITY") and Bureau Veritas a corporation (hereinafter referred to as "CONSULTANT"). CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, CITY requires limited and specialized building permit inspections and plan check services in connection with the Planning & Building, Fire and Public Works Departments; WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.

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

ARTICLE 1 - SCOPE OF SERVICES

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

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

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

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

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

Item #6.7.

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

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

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

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

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

ARTICLE 2 - COMPENSATION

2.1. Compensation. Compensation for the Services shall be in accordance with Exhibit A, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $30,000 ("Cost Ceiling") in non-cost recovery items for FY25-

26. 2.2. Invoices. CONSULTANT shall submit monthly invoices in a form satisfactory to CITY on or before the tenth day of each month for Services provided during the preceding month. CONSULTANT shall submit time and cost records as necessary to substantiate Item #6.7.

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OAK #4890-2776-373v1 (Rev. 9/2021)
performance of the Services. Within 35 days after receipt of each such invoice, CITY shall verify the accuracy of the invoice, correct the charges where appropriate and as discussed and mutually agreed with CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as verified or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT's work. CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in CONSULTANT's performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.

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

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

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

ARTICLE 3 - TIME OF PERFORMANCE

3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term"). CONSULTANT agrees to complete all services by July 31, 2025.

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

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

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

ARTICLE 4 - DESIGNATED CONTACTS

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

Item #6.7.

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

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

ARTICLE 5 - INDEMNIFICATION AND INSURANCE

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

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

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

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

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

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

Item #6.7.

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

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

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

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

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

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

5.3. The Certificates shall be on forms acceptable to CITY. CONSULTANT shall also furnish CITY with original endorsements with the following documentation:
• Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after CITY shall have received written notification thereof from CONSULTANT by United States mail;
Item #6.7.

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OAK #4890-2776-373v1 (Rev. 9/2021)
• Providing that CONSULTANT's insurance shall apply separately to each insured against whom claim is made or suit is brought, and include a “separation of insureds” or “severability” clause which treats each insured separately, except with respect to the limits of the insurer's liability (cross-liability endorsement);
• Excepting CONSULTANT’S professional liability insurance, naming CITY, its City Council, boards, commissions, committees, officers, employees and agents as additional insureds (“Additional Insureds”); and • Providing that for any claims relating to CONSULTANT's services hereunder, CONSULTANT's insurance coverage shall be primary insurance with respect to CITY, its City Council, boards, commissions, committees, officers, employees and agents, and that any insurance or self-insurance maintained by CITY for itself, its City Council, boards, commissions, committees, officers, employees and agents shall be in excess of CONSULTANT's insurance and shall not be contributory with it.
• It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverages requirements and/or limits shall be available to the Additional Insured, including but not limited to any umbrella or excess insurance.

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

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

ARTICLE 6 - NOTICES
All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile or reputable overnight courier and shall be deemed received upon the earlier of: (1) if personally delivered, the date of delivery to the address of the person to receive such notice; (2) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; (3) if sent by facsimile, with the original sent on the same day by overnight courier, the date on which the facsimile is received, provided it is before 5:00 P.M. Pacific Time; or (4) if sent electronically, the date of delivery on the confirmed read receipt. Notice of change of address shall be given by written notice in the manner described in this Article 6. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed Item #6.7.

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to constitute receipt of the notice or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:

If to CITY: Laura Snideman, City Manager
1232 Washington Street
Calistoga, CA 94515
Phone: 707-942-2806
Email: [email protected]
If to CONSULTANT: Craig Baptista, Vice President-West
Bureau Veritas
180 Promenade Circle, Suite 150
Sacramento, CA 95834
Phone: 916-514-4516/ 916-291-9151
Email: [email protected]

ARTICLE 7 - MISCELLANEOUS

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

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

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

CONSULTANT may not employ any CITY official, officer or employee in the performance of the Services, nor may any official, officer or employee of CITY have any financial interest in this Agreement that would violate California Government Code §1090 et seq. CONSULTANT hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of CITY. If CONSULTANT was an employee, agent, appointee, or official of CITY in the previous twelve months, CONSULTANT warrants that it did not participate in any manner in the forming of this Agreement. CONSULTANT understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for CONSULTANT’s Item #6.7.

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performance of the Services, including reimbursement of expenses, and CONSULTANT will be required to reimburse CITY for any sums paid to CONSULTANT under this Agreement. CONSULTANT understands that, in addition to the foregoing, penalties for violating Government Code §1090 may include criminal prosecution and disqualification from holding public office in the State of California.

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

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

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

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

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

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

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

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

Item #6.7.

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

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

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

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

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

Item #6.7.

Item #6.7.

EXHIBIT A

SCOPE OF WORK
Item #6.7.

EXHIBIT A
SCOPE OF WORK - continued
Item #6.7.

EXHIBIT A
SCOPE OF WORK - continued
Item #6.7.

EXHIBIT B

FEE SCHEDULE
Item #6.7.

EXHIBIT B
FEE SCHEDULE - continued
Item #6.7.

ATTACHMENT 3
RESOLUTION NO. 2025-XXX
Authorizing Agreement No. XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA AUTHORIZING

THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT

WITH BPR CONSULTING GROUP FOR INSPECTION AND PLAN CHECK SERVICES WHEREAS, the City desires to utilize a professional consultant for the limited and highly specialized building inspection and plan check services for the Planning & Building, Fire and Public Works Departments; and
WHEREAS, BPR Consulting Group is a large company that specializes in providing similar services to municipalities and has the expertise to provide a wide range of services on a limited and contractual basis, including for large and complex projects.

WHEREAS, BPR Consulting Group is currently providing these services in other local Cities, and the proximity of their personnel to Calistoga will allow the City to efficiently cover its needs.

WHEREAS, the costs associated with the provision of consulting services will be recovered in part through the revenue collected in conjunction with the processing of building permit applications, and the Planning & Building Department’s FY 25-26 budget for contract services (01-4415-4402 & 01-4125-4402) not to exceed $30,000.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Calistoga hereby authorizes the City Manager to enter into a professional services agreement with BVNA for the provision of building inspection and plan check services.

PASSED, APPROVED AND ADOPTED this 2nd day of September 2025. I YUDI 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:
___________________________
DONALD WILLIAMS, Mayor
ATTEST:
_________________________
Yudi Galvan, City Clerk
Item #6.7.

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AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this 2nd day of September, 2025, by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as "CITY") and BPR Consulting Group - a limited liability corporation (hereinafter referred to as "CONSULTANT"). CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, CITY requires limited and specialized building permit inspections and plan check services in connection with the Planning & Building, Fire and Public Works Departments; WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.

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

ARTICLE 1 - SCOPE OF SERVICES

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

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

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

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

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

Item #6.7.

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

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

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

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

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

ARTICLE 2 - COMPENSATION

2.1. Compensation. Compensation for the Services shall be in accordance with Exhibit B, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $30,000 ("Cost Ceiling").

2.2. Invoices. CONSULTANT shall submit monthly invoices in a form satisfactory to CITY on or before the tenth day of each month for Services provided during the preceding month. CONSULTANT shall submit time and cost records as necessary to substantiate performance of the Services. Within 35 days after receipt of each such invoice, CITY Item #6.7.

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

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

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

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

ARTICLE 3 - TIME OF PERFORMANCE

3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term"). CONSULTANT agrees to complete all services by June 30, 2026.

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

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

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

ARTICLE 4 - DESIGNATED CONTACTS

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

Item #6.7.

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

ARTICLE 5 - INDEMNIFICATION AND INSURANCE

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

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

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

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

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

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

Item #6.7.

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

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

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

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

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

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

F. Policy Terms. Concurrently with execution of this Agreement, CONSULTANT shall provide CITY with Certificates of Insurance evidencing that CONSULTANT has obtained or maintains the insurance required by this Section Item #6.7.

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

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

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

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

H. Material Breach. If CONSULTANT fails to maintain insurance coverage or provided insurance documentation which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. CITY, at its sole option, may terminate this Agreement and obtain damages from CONSULTANT resulting from said breach. Alternatively, CITY may purchase the required insurance coverage, and without further notice to CONSULTANT, may deduct from sums due to CONSULTANT any premium costs advanced by CITY for Item #6.7.

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

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

If to CITY: Laura Snideman, City Manager
1232 Washington Street
Calistoga, CA 94515
Email: [email protected]
Phone: 707-942-2806
If to CONSULTANT: Ron Beehler, Director
2130 Professional Drive, Suite 150
Roseville, CA 95661
Phone: (916) 204-3178
Facsimile: N/A
Email: [email protected]
ARTICLE 7 - MISCELLANEOUS

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

CONSULTANT may not perform Services for any other person or entity that, pursuant to any applicable law or regulation, would result in a conflict of interest or would otherwise Item #6.7.

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be prohibited with respect to CONSULTANT’s obligations pursuant to this Agreement.

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

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

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

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

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

7.4. No Assignment. The Services are deemed unique and neither party shall assign, transfer, subcontract or otherwise substitute its interest in this Agreement or any of its obligations Item #6.7.

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hereunder without the prior written consent of the other party. As limited by this Section

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

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

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

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

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

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

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

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

7.12. Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or cause of action in favor of, a third party against either the CITY or CONSULTANT. CONSULTANT’s Services hereunder are being performed solely for the benefit of CITY. CITY shall be an express third-party beneficiary of all contracts between CONSULTANT and any subcontractors or subconsultants in connection with any services performed in connection with, or in furtherance of, this Agreement. * * *
Item #6.7.

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[Signatures on Next Page]

Item #6.7.

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OAK #4890-2776-373v1 (Rev. 9/2021)
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

CITY OF CALISTOGA
By: Date:

Laura Snideman, City Manager

CONSULTANT
By: Date: 7/7/2025
Ron Beehler, Director
By: Date: 7/7/2025
Roger Peterson, Director
Attest
By:

Yudiana Galvan, City Clerk
Approved As To Form
By:

Michelle Marchetta Kenyon, City Attorney
Item #6.7.

OAK #4823-2508-6159 v2

EXHIBIT A

SCOPE OF WORK

SCOPE OF SERVICES
BPR’s proposed services to the City of Calistoga will consist of providing comprehensive building, fire, and public works plan review service and building inspection services on an as needed basis. as requested to maintain desired performance measures established by the City.

The specific services to be provided are as follows:
− Building Plan Review
− Civil and Onsite Grading Plan Review
− Building Inspection
− Fire Plan Review
− Fire Inspection
BPR Consulting Group has extensive experience successfully providing the requested services to local jurisdictions throughout California. Our proposed team is comprised of highly experienced, service-oriented professionals who have successfully served our client agencies.

BPR will review submitted design documents to ensure compliance with applicable building codes and referenced standards. BPR Consulting Group proposes to furnish complete plan review services, defined as a first and second plan review and a quick third review (for approval purposes), if required. All plans examination activities for major projects will be performed under the direction of a California licensed professional engineer and/or licensed architect. Our staff will conduct expedited plan review on a by-project basis. We will review submitted design documents to ensure compliance with applicable provisions of the current edition of the following codes:
• California Building Code
• California Plumbing Code
• California Mechanical Code
• California Electrical Code
• California Energy Code
• California Green Building Standards Code
• Applicable Calistoga Municipal Code Requirements

ELECTRONIC PLAN REVIEW AND PROCESS
BPR will provide plan review of submitted project documents in either hard copy of electronic format. Our electronic document portal utilizes a ShareFile system to allow applicants and client staff the ability to upload construction documents for our plan review services. We are also able to use Dropbox to share and collaborate with the City. BPR Consulting Group has provided electronic plan review services, serving building departments and other public agencies with efficient electronic plan review services. We are prepared to provide electronic plan check services City of Calistoga utilizing our Bluebeam electronic plan review system, or any electronic plan review system presently used by the City of Calistoga.

BUILDING INSPECTION SERVICES
Item #6.7.

OAK #4823-2508-6159 v2
BPR Consulting Group tailors inspection services to the needs of each client with special attention to providing appropriately certified and experienced inspectors to provide competent and consistent inspection services.

BPR Consulting Group’s inspectors are ICC certified building inspectors with the appropriate experience and knowledge to provide the requested building inspection services. BPR’s staff has performed inspection services on a wide variety of construction projects including custom homes, large residential developments, and commercial, institutional, and essential service buildings. We provide valuable experience gained through successfully working with city, county and state agencies throughout California. This clear understanding of the construction process enables our staff to identify and resolve problems both in the office and in the field.

Inspection personnel assigned will be able to read, understand and interpret construction documents, truss drawings and calculations, prepare and maintain accurate records and reports, communicate effectively orally and in writing, and work collaboratively with contractors, building owners, and the City’s staff. Inspectors will possess knowledge of approved and current methods of construction, materials, tools and safety used in building inspection and the most current building standards.

MAXIMUM PLAN REVIEW SERVICE DELIVERY TIMEFRAMES
BPR is committed to completing all plan reviews within the timeframes shown below for both commercial and residential projects as our standard business practice. We will accommodate any turnaround schedule agreed to with our clients. We can provide expedited plan review services when requested. We are always available and willing to discuss projects with clients to resolve any plan review or inspection issues. We commit to the following turnaround times:

Project Type
Maximum Turn Around Time
(Business Days)
Initial Submittal Backcheck Reviews
Residential (Single Family)
New Construction 10 5
Addition 10 5
Remodel 10 5
Small Solar Less than 5kv 3 3
Non-Residential
New Construction 10 5
Addition 10 5
Remodel, Tenant Improvement 10 5
Large, Complex Commercial or
Residential Multi-Family
Projects
15 10
Expedited Plan Reviews Completed in one-half our regular plan review timeframe

EXHIBIT A
SCOPE OF WORK - continued
Item #6.7.

OAK #4823-2508-6159 v2

EXHIBIT B

FEE SCHEDULE

BUILDING PLAN REVIEW
For complete plan review services for projects reviewed in our office we propose a fee equal to 42% of the fees identified in the Fee Table included in the City of Calistoga Book of Fees, Resolution No. 2023-051 with an effective date of 09/18/2023. The above noted plan review fee covers a first, second and quick third review (for approval purposes only). We propose that additional reviews beyond a third review be billed hourly, in accordance with our hourly rates listed below in the Schedule of Hourly Billing Rates. For partial reviews such as geotechnical, structural, electrical, mechanical only, preliminary reviews, or other specialty reviews, we propose to negotiate a mutually agreeable fee based on the specific project at hand.

For plan review services for small and minor projects where the review is performed by our building staff within the City’s office and for all other plan reviews performed within the City’s office, we propose that these services be paid on an hourly basis as per our Schedule of Hourly Billing Rates included below. There is no charge for courier or shipping services.

BUILDING INSPECTION SERVICES
Building inspection services will be provided at the hourly rates listed below in the Schedule of Hourly Billing Rates. Mileage accrued within the City while performing inspection services will be charged at the current IRS mileage rate plus 20%.

FIRE PLAN REVIEW AND INSPECTION SERVICES
Fire plan review and fire inspection services can be provided upon request on an hourly basis as per our Schedule of Hourly Billing Rates included below.

SCHEDULE OF HOURLY BILLING RATES

CLASSIFICATION HOURLY BILLING RATE
Licensed Engineer / Architect Building Plans Examiner ............................................... $155 Engineer Building Plans Examiner ................................................................................. $145 ICC Certified Plans Examiner ........................................................................................ $135 ICC Fire Plans Examiner / Inspector .............................................................................. $125 Certified Access Specialist, CASp .................................................................................. $135 ICC Certified Building Inspector .................................................................................... $115 Notes:

1. All hourly rates include salaries, benefits, workers compensation insurance and miscellaneous office expenses.

2. Overtime: Inspection services provided in excess of eight hours per day, nights, weekends, and holidays will be charged at 140% of the billing rates stated above.

3. Shipping: There is no charge for shipping or delivery of plan review documents.

4. Mileage Expenses: Mileage utilized while performing inspection services will be charged at the current Internal Revenue Service (IRS) vehicle mileage rates plus 20%.

5. Minimum Daily Charge: There will be a minimum 8-hour daily charge for all on-call plan review, inspection, permit technician and support services provided within City offices.

6. Cost Escalation: On each anniversary of the contract start date, BPR will increase hourly rates based on the change of the nonseasonally adjusted Consumer Price Index for the Western Region, not to exceed 3% annually.

Item #6.7.

ATTACHMENT 5
RESOLUTION NO. 2025-XXX
Authorizing Agreement No. XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA AUTHORIZING

THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH 4LEAF, INC. FOR INSPECTION AND PLAN CHECK SERVICES WHEREAS, the City desires to utilize a professional consultant for the limited and highly specialized building inspection and plan check services for the Planning & Building, Fire and Public Works Departments; and
WHEREAS, 4LEAF, Inc. is a large company that specializes in providing similar services to municipalities and has the expertise to provide a wide range of services on a limited and contractual basis, including for large and complex projects.

WHEREAS, 4LEAF, Inc. is currently providing these services in other local Cities, and the proximity of their personnel to Calistoga will allow the City to efficiently cover its needs.

WHEREAS, the costs associated with the provision of consulting services will be recovered in part through the revenue collected in conjunction with the processing of building permit applications, and the Planning & Building Department’s FY 25-26 budget for contract services (01-4115-4402 & 01-4125-4402) not to exceed $30,000.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Calistoga hereby authorizes the City Manager to enter into a professional services agreement with 4LEAF, Inc. for the provision of building inspection and plan check services.

PASSED, APPROVED AND ADOPTED this 2nd day of September 2025. I YUDI 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:
___________________________
DONALD WILLIAMS, Mayor
ATTEST:
_________________________
Yudi Galvan, City Clerk
Item #6.7.

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

AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this 2nd day of September, 2025, by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as "CITY") and 4LEAF, Inc – a corporation (hereinafter referred to as "CONSULTANT"). CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, CITY requires limited and specialized building permit inspections and plan check services in connection with the Planning & Building, Fire and Public Works Departments.

WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.

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

ARTICLE 1 - SCOPE OF SERVICES

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

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

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

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

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

Item #6.7.

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

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

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

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

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

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

ARTICLE 2 - COMPENSATION

2.1. Compensation. Compensation for the Services shall be in accordance with Exhibit B, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $30,000 ("Cost Ceiling").

2.2. Invoices. CONSULTANT shall submit monthly invoices in a form satisfactory to CITY on or before the tenth day of each month for Services provided during the preceding month. CONSULTANT shall submit time and cost records as necessary to substantiate performance of the Services. Within 35 days after receipt of each such invoice, CITY Item #6.7.

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

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

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

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

ARTICLE 3 - TIME OF PERFORMANCE

3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term"). CONSULTANT agrees to complete all services by June 30, 2026.

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

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

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

ARTICLE 4 - DESIGNATED CONTACTS

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

Item #6.7.

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

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

ARTICLE 5 - INDEMNIFICATION AND INSURANCE

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

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

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

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

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

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

Item #6.7.

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

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

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

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

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

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

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

F. Policy Terms. Concurrently with execution of this Agreement, CONSULTANT shall provide CITY with Certificates of Insurance evidencing that CONSULTANT has obtained or maintains the insurance required by this Section Item #6.7.

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

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

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

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

H. Material Breach. If CONSULTANT fails to maintain insurance coverage or provided insurance documentation which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. CITY, at its sole option, may terminate this Agreement and obtain damages from CONSULTANT resulting from said breach. Alternatively, CITY may purchase the required insurance coverage, and without further notice to CONSULTANT, may deduct from sums due to CONSULTANT any premium costs advanced by CITY for Item #6.7.

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

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

If to CITY: Laura Snideman, City Manager
1232 Washington Street
Calistoga, CA 94515
Email: [email protected]
Phone: 707-942-2806
If to CONSULTANT: Kevin J. Duggan, President
2126 Rheem Drive
Pleasanton, CA 94588
Phone: (925) 462-5959
Email: [email protected]
ARTICLE 7 - MISCELLANEOUS

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

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

Item #6.7.

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

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

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

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

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

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

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

Item #6.7.

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

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

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

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

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

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

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

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

FEE SCHEDULE
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Item #6.7.

ATTACHMENT 7
RESOLUTION NO. 2025-XXX
Authorizing Agreement No. XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA AUTHORIZING

THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH WEST COAST CODE CONSULTANTS, INC. (WC3) FOR INSPECTION AND

PLAN CHECK SERVICES
WHEREAS, the City desires to utilize a professional consultant for the limited and highly specialized building inspection and plan check services for the Planning & Building, Fire and Public Works Departments; and
WHEREAS, West Coast Code Consultants, Inc. is a large company that specializes in providing similar services to municipalities and has the expertise to provide a wide range of services on a limited and contractual basis, including for large and complex projects.

WHEREAS, West Coast Code Consultants, Inc., are currently providing these services in other local Cities, and the proximity of their personnel to Calistoga will allow the City to efficiently cover its needs.

WHEREAS, the costs associated with the provision of consulting services will be recovered in part through the revenue collected in conjunction with the processing of building permit applications, and the Planning & Building Department’s FY 25-26 budget for contract services (01-4115-4402 & 01-4125-4402) not to exceed $30,000.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Calistoga hereby authorizes the City Manager to enter into a professional services agreement with West Coast Code Consultants, Inc. for the provision of building inspection and plan check services.

PASSED, APPROVED AND ADOPTED this 2nd day of September 2025. I YUDI 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:
___________________________
DONALD WILLIAMS, Mayor
ATTEST:
_________________________
Yudi Galvan, City Clerk
Item #6.7.

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

AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this 2nd day of September, 2025, by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as "CITY") and West Coast Code Consultants - a corporation (S-Corp) (hereinafter referred to as "CONSULTANT"). CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, CITY requires limited and specialized building permit inspections and plan check services in connection with the Planning & Building, Fire and Public Works Departments.

WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.

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

ARTICLE 1 - SCOPE OF SERVICES

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

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

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

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

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

Item #6.7.

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

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

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

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

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

ARTICLE 2 - COMPENSATION

2.1. Compensation. Compensation for the Services shall be in accordance with Exhibit B, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $30,000 ("Cost Ceiling").

2.2. Invoices. CONSULTANT shall submit monthly invoices in a form satisfactory to CITY on or before the tenth day of each month for Services provided during the preceding month. CONSULTANT shall submit time and cost records as necessary to substantiate performance of the Services. Within 35 days after receipt of each such invoice, CITY Item #6.7.

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

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

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

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

ARTICLE 3 - TIME OF PERFORMANCE

3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term"). CONSULTANT agrees to complete all services by June 30, 2026.

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

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

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

ARTICLE 4 - DESIGNATED CONTACTS

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

Item #6.7.

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

ARTICLE 5 - INDEMNIFICATION AND INSURANCE

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

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

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

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

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

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

Item #6.7.

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

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

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

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

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

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

F. Policy Terms. Concurrently with execution of this Agreement, CONSULTANT shall provide CITY with Certificates of Insurance evidencing that CONSULTANT has obtained or maintains the insurance required by this Section Item #6.7.

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

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

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

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

H. Material Breach. If CONSULTANT fails to maintain insurance coverage or provided insurance documentation which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. CITY, at its sole option, may terminate this Agreement and obtain damages from CONSULTANT resulting from said breach. Alternatively, CITY may purchase the required insurance coverage, and without further notice to CONSULTANT, may deduct from sums due to CONSULTANT any premium costs advanced by CITY for Item #6.7.

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

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

If to CITY: Laura Snideman, City Manager
1232 Washington Street
Calistoga, CA 94515
Email: [email protected]
Phone: 707-942-2806
If to CONSULTANT: Giyan Senaratne, PE, SE, LEED AP, Principal/CEO West Coast Code Consultants, Inc.

San Ramon Corporate Office
12647 Alcosta Boulevard, Suite 445
San Ramon, CA 94583
Phone: (925)275-1700
Facsimile: (925)275-0600
Email: [email protected]
ARTICLE 7 - MISCELLANEOUS

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

Item #6.7.

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

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

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

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

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

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

Item #6.7.

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

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

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

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

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

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

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

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

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

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

Item #6.7.

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Item #6.7.

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EXHIBIT A

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SCOPE OF WORK
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EXHIBIT B

COMPENSATION

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FEE SCHEDULE
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EXHIBIT B-1

FEE SCHEDULE

EXHIBIT B
FEE SCHEDULE - continued
Item #6.7.

EXHIBIT B
FEE SCHEDULE - continued
Item #6.7.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City of Calistoga | City Clerk
Meeting: City Council - Sep 02 2025
Subject: Consideration of a Resolution Approving the Proclamation of the Existence of a Local Emergency
DESCRIPTION:

Consideration of a Resolution Approving the Proclamation of the Existence of a Local Emergency RECOMMENDATION:

Consider Adopting the Resolution
SUMMARY:

On August 21, 2025, at approximately 2:57 p.m., a fire was reported in the area of 2343 Pickett Road, Calistoga. The wildfire started on the valley floor, immediately adjacent to the mountainside on the northeast side of the valley. Calistoga Fire Department personnel were the first firefighters to arrive at the fire. Due to high heat, extremely dry vegetation, steep terrain, and winds pushing the fire up the mountain, the fire quickly grew, threatening the City of Calistoga and requiring evacuation orders and evacuation warnings to Napa County residents.

City of Calistoga staff quickly recognized the potential impacts to the City and initiated emergency response preparations and operations within the City. The Emergency Operations Center (EOC) was activated and staffed by City management. All Fire Department personnel were recalled to work. CPD staff were mobilized to assist with evacuations, traffic control, and public safety. Public Works personnel prepared for an increase in water demand for fire suppression efforts and coordinated to implement the use of our recycled water pond for aerial firefighting use by helicopters.

The EOC was opened to a full activation state and remained fully staffed until approximately 2000 hours on August 21, 2025, and was then reduced to a partial activation state. The City Manager was identified as the Emergency Manager and remained as the Duty Officer throughout the time the EOC was activated. The EOC remained active in this state until August 25, 2025 at 1700 hours.

On August 25, 2025, Napa County officials declared a local health emergency due to "imminent environmental threats to safe water supplies and hazardous waste" created by the fire. On August 26, 2025, Governor Newsom declared a state of emergency for the Pickett Fire.

ANALYSIS:

A local emergency exists due to the conditions of extreme peril to the safety of persons and property within the City caused by the Pickett Fire and the conditions continue to be beyond the sole control of the services, personnel, equipment, and facilities of the City, thus requiring the combined forces Item #6.8.

of other political subdivisions and agencies to combat the fire and its impacts. Therefore, staff requests the City Council adopt the resolution ratifying the proclamation and deem it to continue to exist until such time as its termination is proclaimed by the City Council.

FINANCIAL IMPACT:

None by this action; however, adoption of this resolution will facilitate the ability for the City to request resources including financial support and reimbursement from the State Office of Emergency Services (OES) and Federal Emergency Management Agency (FEMA) for costs incurred in response to the Pickett Fire.

CEQA STATUS:

The recommended action is exempt from CEQA pursuant to CEQA Guidelines Section 15269 related to actions to prevent or mitigate an emergency, and also under the common sense exemption, in that CEQA only applies to projects that have a potential to cause a significant effect on the environment, and the acknowledgement of the existence conditions constituting a local emergency has no such potential
ATTACHMENT(S):

Draft Resolution - Pickett Fire
APPROVAL(S):

Yudiana Galvan, City of Calistoga | City Clerk Approved - Aug 29 2025 Item #6.8.

RESOLUTION NO. 2025-XXX
ADOPTED SEPTEMBER 2, 2025

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

OF NAPA, STATE OF CALIFORNIA, PROCLAIMING THE EXISTENCE OF A LOCAL

EMERGENCY
WHEREAS, the Calistoga Municipal Code Section 2.18.060 empowers the City Council to proclaim the existence or threatened existence of a local emergency when said City is affected or likely to be affected by a public calamity and the City Council is not in session, subject to ratification by the City Council within seven days; and WHEREAS, the Calistoga City Council has been requested by the Director of Emergency Services of said City of Calistoga to proclaim the existence of a local emergency therein; and
WHEREAS, conditions of disaster or extreme peril to the safety of persons and property have arisen within the City caused by a fire commencing on or about 2:57 p.m. on the 21ST day of August, 2025, at which time the City Council of the City of Calistoga was not in session; and
WHEREAS, said City Council does hereby find that the aforesaid conditions of extreme period did warrant and necessitate the proclamation of the existence of a local emergency.

NOW, THEREFORE, IT IS HEREBY PROCLAIMED that a local emergency now exists throughout said City as of the 21st day of August, 2025; and IT IS FURTHER PROCLAIMED AND ORDERED that during the existence of said local emergency, the powers, functions and duties of the Director of Emergency Services shall be prescribed by state law, Ordinances and Resolutions of the City, and approved by the City’s emergency operations plan; and
IT IS FURTHER PROCLAIMED AND ORDERED that said local emergency shall be deemed to continue to exist until its termination is proclaimed by the City Council of the City of Calistoga, State of California.

PASSED, APPROVED AND ADOPTED this 2nd day of September 2025. 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 Don Williams, Mayor
Item #6.8.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council - Sep 02 2025
Subject: Seeking City Council direction on the Riverside Pond Project DESCRIPTION:

Seeking City Council direction on the Riverside Pond Project RECOMMENDATION:

Consider Discussing the Item and Providing Staff Direction SUMMARY:

The Riverside Ponds project is required as part of Calistoga’s compliance with the Cease-andDesist Order (CDO) work required by the San Francisco Bay Area Regional Water Quality Control Board (RWQCB). The new ponds are lined, and earthen berms built high enough to remove the ponds from the 100-year floodway and include critical bank erosion repair to Simmons Creek and Napa River to protect the new ponds and the Wastewater Treatment Plant (WWTP) headworks facilities from failing into these environmentally sensitive areas.

Recently, on June 10, 2025, the City Council awarded Argonaut Contractors the additional bidalternate construction work, as FEMA funded additional grant monies to complete the additional work that is administered by CalOES. At that time staff noted that the current FEMA grant expiration is on September 22, 2025, and now construction is expected to extend into late November.

Staff originally submitted a letter to CalOES/FEMA on January 8, 2025, requesting a time extension for the project. Follow-up notices were sent in April and July, and staff has also worked with Congressman Thompson's office to advocate for an extension of the project deadline. Despite these efforts, we have not yet received a formal acceptance or rejection of the extension request.

CalOES/FEMA has assured staff that grant funding will remain available beyond September 22, 2025, provided we do not receive a formal rejection of the extension request (see attachment). In this case, staff recommends that construction on the project continue as it will still be grant funding.

However, if we do receive an official rejection, staff is seeking City Council direction on how to proceed.

ANALYSIS:

City staff would like confirmation from the City Council that, if no formal rejection of the time extension request is received, that Council supports continuing the project as planned. Alternatively, if an official rejection is received prior to 9/22/25 deadline, staff requests direction on one of the following options:

1. Issue a stop work order to the contractor before deadline, utilizing the contract's termination for convenience clause.

Item #8.1.

2. Authorize funding for the remaining construction work - estimated at $625,000 - through a City Council Resolution, acknowledging that this portion would not be reimbursed by FEMA grant funds.

In option 1, work would have to end prior to completion and whatever construction remained would have to wait until further funding became available. In this case it will be more expensive for a contractor to rebid and complete the remaining work and there will be additional mob/demobilization costs and inflationary costs if we had to wait a year or longer to finish. Additionally, the project would lose the benefit of being able to discharge 2.5 times more treated effluent during discharge season, which is an important benefit of the project and provides additional bypass compliance protection that is part of the CDO.

In option 2, work would continue as currently planned, per previously approved award and the complete project built, without FEMA funding 75% of the estimated $625,000.

FINANCIAL IMPACT:

The estimated additional costs, if Option 2 is selected is $625,000. This can be funded by delaying future sewer main replacement capital monies.

CEQA STATUS:

A Mitigated Negative Declaration was prepared for the Project in August 2019 and a Notice of Completion of CEQA documents was filed with Napa County Recorders Office on December 16, 2019.

ATTACHMENT(S):

Riverside Ponds Project Reso Attach 1
CalOES Correspondence
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Aug 26 2025 Laura Snideman, City of Calistoga | City Manager Approved - Aug 26 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Aug 26 2025 Item #8.1.

RESOLUTION NO. 2025-XXX

ADOPTED XXXX

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

NAPA, STATE OF CALIFORNIA, AUTHORIZING FUNDING THE REMAINING

CONSTRUCTION WORK FOR THE RIVERSIDE PONDS PROJECT ESTIMATED TO BE $625,000THAT WILL NOT BE REIMBURSED BY FEMA GRANT FUNDS AND

APPROVING A BUDGET ADJUSTMENT FROM THE WASTEWATER CAPITAL

IMPROVEMENT FUND SURPLUS FOR THE FULL AMOUNT
WHEREAS, the Riverside Ponds project is required as part of Calistoga’s compliance with the Cease-and-Desist Order (CDO) work required by the San Francisco Bay Area Regional Water Quality Control Board (RWQCB); and WHEREAS, the ponds will be lined, and earthen berms built high enough to remove the ponds from the 100-year floodway and include critical bank erosion repair to Simmons Creek and Napa River to protect the new ponds and the Wastewater Treatment Plant (WWTP) headworks facilities from failing into these environmentally sensitive areas; and
WHEREAS, on June 10, 2025, the City Council awarded Argonaut Contractors the additional bid-alternate construction work; and
WHEREAS, at that time staff noted that the current FEMA grant expiration is on September 22, 2025, and construction is expected to extend into late October; and WHEREAS, staff has put in a request to FEMA to extend the deadline and still have not received approval; and
WHEREAS, if the FEMA grant is not extended beyond the expiration date of September 22, 2025, staff is requesting that City Council authorize funding the remaining construction work estimated to be $625,000 that will not be reimbursed by FEMA grant funds; and
WHEREAS, the $625,000 amount would require a budget adjustment for the full amount and come by delaying future sewer main replacement capital monies; and WHEREAS, a Mitigated Negative Declaration was prepared for the Project in August 2019 and a Notice of Completion of CEQA documents was filed with Napa County Recorders Office on December 16, 2019.

Resolution No. 2025-XXX

Item #8.1.

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

1. Authorizes funding the remaining construction work for the Riverside Ponds Project estimated to be $625,000 that will not be reimbursement by FEMA grant funds.

2. Approves a budget adjustment by delaying future sewer main replacement capital monies.

PASSED, APPROVED AND ADOPTED this 2
nd day of SEPTEMBER, 2025. 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 #8.1.

From: Hamid Heidary
To: Hill, Elizabeth@CalOES
Cc: Catchot, Stacey@CalOES; Herrera, Cinthia@CalOES; Young, Ethan; Derek Rayner Subject: RE: Riverside Ponds Phase II - DR-4240-20-27R - Time Extension Request with Overall POP Time Extension request
Date: Thursday, June 26, 2025 3:07:33 PM
Elizabeth,
Thanks for the info—good to know we can keep moving forward with reimbursable work while waiting on FEMA’s approval. That’s definitely helpful.

Regards,
Hamid Heidary, P.E.

Senior Civil Engineer
Public Works Department
City of Calistoga
414 Washington Street
Calistoga, CA 94515
(707) 942-2784
From: Hill, Elizabeth@CalOES <[email protected]> Sent: Thursday, June 26, 2025 1:04 PM
To: Hamid Heidary <[email protected]>
Cc: Catchot, Stacey@CalOES <[email protected]>; Herrera, Cinthia@CalOES <[email protected]>; Young, Ethan <[email protected]>; Derek Rayner <[email protected]>
Subject: RE: Riverside Ponds Phase II - DR-4240-20-27R - Time Extension Request with Overall POP Time Extension request
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Hamid,
Thank you for checking in. This time extension remains in FEMA review. Per Cal OES Management team, you may continue construction while Cal OES continues to wait for the Overall POP extension results. If and when the extension is approved by FEMA, submit your Reimbursement Requests to be paid out retroactively. This way you can avoid interrupting the project’s construction.

Please let me know if you have any further questions.

Thank you,
Item #8.1.

Some people who received this message don't often get email from [email protected]. Learn why this is important
Elizabeth Hill
Grant Specialist – Inland Unit
Recovery - Hazard Mitigation Assistance Branch
California Governor’s Office of Emergency Services
Phone/Cell: 916-716-5589
EMAIL: [email protected]
Hazard Mitigation | California Governor's Office of Emergency Management From: Hamid Heidary <[email protected]>
Sent: Tuesday, June 24, 2025 3:56 PM
To: Hill, Elizabeth@CalOES <[email protected]> Cc: Catchot, Stacey@CalOES <[email protected]>; Herrera, Cinthia@CalOES <[email protected]>; Young, Ethan <[email protected]>; Derek Rayner <[email protected]>
Subject: RE: Riverside Ponds Phase II - DR-4240-20-27R - Time Extension Request with Overall POP Time Extension request
This Message is From an External Sender
This message came from outside your organization.

Hi Elizabeth,
Just following up on the time extension request we submitted back in January for the Riverside Ponds Project. We’re now within three months of the POP, and it’s important to know whether the extension will be granted so we can complete the construction. If not, we’ll need to begin preparing a stop work order for our contractor.

Appreciate any updates you can provide.

Regards,
Hamid Heidary, P.E.

Senior Civil Engineer
Public Works Department
City of Calistoga
414 Washington Street
Calistoga, CA 94515
(707) 942-2784
Item #8.1.

From: Hill, Elizabeth@CalOES <[email protected]> Sent: Monday, April 21, 2025 10:06 AM
To: Hamid Heidary <[email protected]>
Cc: Catchot, Stacey@CalOES <[email protected]>; Herrera, Cinthia@CalOES <[email protected]>; Derek Rayner <[email protected]> Subject: RE: Riverside Ponds Phase II - DR-4240-20-27R - Time Extension Request with Overall POP Time Extension request
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

I understand. Please note that there are no guarantees on Time Extension approvals from FEMA.

Kindly,
Elizabeth Hill
Grant Specialist – Inland Unit
Recovery - Hazard Mitigation Assistance Branch
California Governor’s Office of Emergency Services
Phone/Cell: 916-716-5589
EMAIL: [email protected]
Hazard Mitigation | California Governor's Office of Emergency Management From: Hamid Heidary <[email protected]>
Sent: Tuesday, April 15, 2025 3:57 PM
To: Hill, Elizabeth@CalOES <[email protected]> Cc: Catchot, Stacey@CalOES <[email protected]>; Herrera, Cinthia@CalOES <[email protected]>; Derek Rayner <[email protected]> Subject: RE: Riverside Ponds Phase II - DR-4240-20-27R - Time Extension Request with Overall POP Time Extension request
This Message is From an External Sender
This message came from outside your organization.

Thanks Elizabeth, we plan to award the alternate bid items to the contractor soon, which will extend the construction completion beyond the POP date.

Regards,
Item #8.1.

Hamid Heidary, P.E.

Senior Civil Engineer
Public Works Department
City of Calistoga
414 Washington Street
Calistoga, CA 94515
(707) 942-2784
From: Hill, Elizabeth@CalOES <[email protected]> Sent: Tuesday, April 15, 2025 2:05 PM
To: Hamid Heidary <[email protected]>
Cc: Catchot, Stacey@CalOES <[email protected]>; Herrera, Cinthia@CalOES <[email protected]>; Derek Rayner <[email protected]> Subject: RE: Riverside Ponds Phase II - DR-4240-20-27R - Time Extension Request with Overall POP Time Extension request
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Hello Hamid,
I do not have an update on this just yet. I will be sure to keep my eye on it, I understand your current POP is coming up (9/22/25). Please let me know if you have any other questions.

Thank you,
Elizabeth Hill
Grant Specialist – Inland Unit
Recovery - Hazard Mitigation Assistance Branch
California Governor’s Office of Emergency Services
Phone/Cell: 916-716-5589
EMAIL: [email protected]
Hazard Mitigation | California Governor's Office of Emergency Management From: Hamid Heidary <[email protected]>
Sent: Tuesday, April 15, 2025 8:58 AM
To: Hill, Elizabeth@CalOES <[email protected]> Cc: Catchot, Stacey@CalOES <[email protected]>; Herrera, Cinthia@CalOES <[email protected]>; Derek Rayner <[email protected]> Subject: RE: Riverside Ponds Phase II - DR-4240-20-27R - Time Extension Request with Overall POP Time Extension request
Item #8.1.

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This Message is From an External Sender
This message came from outside your organization.

Hi Elizabeth, I hope all is well,
I wanted to check in on the status of the time extension request. Do you have any updates? Regards,
Hamid Heidary, P.E.

Senior Civil Engineer
Public Works Department
City of Calistoga
414 Washington Street
Calistoga, CA 94515
(707) 942-2784
From: Hamid Heidary
Sent: Thursday, February 13, 2025 4:16 PM
To: 'Hill, Elizabeth@CalOES' <[email protected]> Cc: Derek Rayner <[email protected]>; Catchot, Stacey@CalOES <[email protected]>; Herrera, Cinthia@CalOES <[email protected]> Subject: RE: Riverside Ponds Phase II - DR-4240-20-27R - Time Extension Request with Overall POP Time Extension request
Thanks for the update, Elizabeth!
Regards,
Hamid Heidary, P.E.

Senior Civil Engineer
Public Works Department
City of Calistoga
414 Washington Street
Calistoga, CA 94515
(707) 942-2784
From: Hill, Elizabeth@CalOES <[email protected]> Sent: Thursday, February 13, 2025 3:24 PM
To: Hamid Heidary <[email protected]>
Item #8.1.

Cc: Derek Rayner <[email protected]>; Catchot, Stacey@CalOES <[email protected]>; Herrera, Cinthia@CalOES <[email protected]> Subject: RE: Riverside Ponds Phase II - DR-4240-20-27R - Time Extension Request with Overall POP Time Extension request
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Good afternoon Hamid,
Just wanted to follow up and let you know this Time Extension Request requires an overall POP time extension request to FEMA. As soon as I receive any feedback regarding its status I will be sure to provide notification and process your project’s Time Extension.

Thank you,
Elizabeth Hill
Grant Specialist – Inland Unit
Recovery - Hazard Mitigation Assistance Branch
California Governor’s Office of Emergency Services
Phone/Cell: 916-716-5589
EMAIL: [email protected]
Hazard Mitigation | California Governor's Office of Emergency Management From: Hamid Heidary <[email protected]>
Sent: Wednesday, January 8, 2025 4:22 PM
To: Hill, Elizabeth@CalOES <[email protected]> Cc: Derek Rayner <[email protected]>
Subject: Riverside Ponds Phase II - DR-4240-20-27R - Time Extension Request This Message is From an External Sender
This message came from outside your organization.

Hi Elizabeth,
Thank you for your support in securing additional funding for the Riverside Ponds Project. We are excited to award the alternate bid items and close out this vital project.

Attached is a time extension request that will allow us to complete the remaining construction items.

Please let me know if you have any questions or need more information.

Item #8.1.

Regards,
Hamid Heidary, P.E.

Senior Civil Engineer
Public Works Department
City of Calistoga
414 Washington Street
Calistoga, CA 94515
(707) 942-2784
WARNING: Do not click links or attachments unless you recognize the sender and know the email is safe.

WARNING: Do not click links or attachments unless you recognize the sender and know the email is safe.

WARNING: Do not click links or attachments unless you recognize the sender and know the email is safe.

WARNING: Do not click links or attachments unless you recognize the sender and know the email is safe.

Item #8.1.