Mayor
Donald Williams
Vice Mayor
Lisa Gift
Councilmembers
Irais Lopez-Ortega
Scott Cooper
Kevin Eisenberg
AGENDA
City Council - Regular Meeting
Tuesday, February 17, 2026 - 6:00 PM
1307 Washington St., Calistoga
Hybrid
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: 869-7536-9274
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 the 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. Public Comment (Page 4 - 5)
4. CITY MANAGER’S REPORT
5. PROCLAMATIONS/PRESENTATIONS/ AWARDS
5.1. Council will consider making a proclamation in honor of Celebrate! Napa Valley for their valuable work on community events.
Recommended Action: - Consider Making the Proclamation
Staff Report - Proclamation of Gratitude for Celebrate! Napa Valley - Pdf (Page 6 - 7)
5.2. Police Department Annual Presentaion
Recommended Action: - Receive the Presentation
Staff Report - Presentation of The Police Department's Annual Report for 2025 - Pdf (Page 8 - 35)
6. CONSENT CALENDAR
6.1. Adoption of Consent Calendar
Recommended Action: To adopt consent calendar as presented / with the exception of
6.2. Council will consider adopting the minutes of the 1/27/26 Council Meeting.
Recommended Action: - Consider Adopting the Minutes
Staff Report - Adoption of Minutes - Pdf (Page 36 - 41)
6.3. Consider adopting a Resolution Authorizing the City Manager to enter into a License Agreement with Calistoga Community Garden, Inc. for the continued operation of the Calistoga Community Garden.
Recommended Action: - Consider Adopting the Resolution
Staff Report - License Agreement with Calistoga Community Garden, Inc. - Pdf (Page 42 - 80)
6.4. Authorizes a not-to-exceed construction cost of $517,910 to complete the Phase 1 – Automatic water meter replacement project installation. This price includes authorizing the City Manager to award Phoenix Water Solutions, the lowest bidder, the contract for the base bid amount of $470,827.41 and allocates an additional $47,082.59 (10%) contingency for change orders, allowing the Public Works Director to negotiate change orders within this amount.
Recommended Action: - Consider Adopting the Resolution
Staff Report - Award Phase 1 - Automatic Water Meter Replacement Project, to Phoenix Water Solutions to complete installation. - Pdf (Page 81 - 87)
6.5. Consider adopting a resolution authorizing the City Manager to award a purchase order to Dennis E. Watson General Engineering Contractor for a total amount not to exceed $74,170.
Recommended Action: - Consider Adopting the Resolution
Staff Report - RV House & East Entrance Sewer Installation - Pdf (Page 88 - 92)
7. PUBLIC HEARING
8. GENERAL GOVERNMENT
8.1. Consideration of a Resolution Appointing Mitchell J. Celaya III as Acting City Manager and Approving the Employment Agreement between the City of Calistoga and Mitchell J. Celaya III; and Consideration of Recommendation of Ad Hoc Sub-Committee to Begin Recruitment for City Manager in Six Months
Recommended Action: - Consider Adopting the Resolution
Staff Report - Consideration of a Resolution Appointing Mitchell J. Celaya III as Acting City Manager and Approving the Employment Agreement between t - Pdf (Page 93 - 109)
8.2. Discuss the office space options previously identified by the Council and provide direction on next steps.
Recommended Action: -Consider Discussing and Providing Staff Direction Staff Report - Discussion and Direction on Office Space - Pdf (Page 110 - 114) Public Comment (Page 110 - 114)
8.3. Receive information and provide policy direction regarding Fire Department staffing
levels, including the potential addition of three full-time firefighter positions, and the operational need for a ladder truck.
Recommended Action: - Consider Discussing Item and Providing Staff Direction Staff Report - Fire Department Staffing Levels and Ladder Truck Considerations - Pdf (Page 115 - 127)
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 February 11, 2025, by 4:30 p.m.
Yudiana Galvan, City Clerk
1 Yudiana Galvan
From: Domenico Tallerico
Sent: Tuesday, February 17, 2026 11:29 AM
To: Public Comment
Subject: Agenda Item 3.1 Feb 19 Meeting
Dear Honorable City Council,
I would encourage focus on the big issues facing Calistoga. Water costs, “missing middle” housing, and continued development of the fairgrounds are of paramount importance to us all. Side issues, even if desirable, risk taking time away from these matters. If costs are involved with any potential side issues, they risk taking funds away from the big issues, especially in the aggregate.
Finally, your time is valuable to you as well as us. That time should stay focused on truly important matters.
Thank you for your consideration.
Kind regards,
Dom Tallerico
Item #3.1.
1 Yudiana Galvan
From: Lana Richardson
Sent: Tuesday, February 17, 2026 1:10 PM
To: Public Comment
Subject: Fairgrounds Advisory Committee meetings
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.
City Council, City Manager, FG Revitalization Dir
Thank you for the recent decision to make the Fairgrounds Advisory Committee (FAC) a standing committee and appointment of existing members for 2 – 3 year terms. The members of the FAC committee have extensive knowledge and skills in many areas which are imperative for the revitalization and longterm financial success of the property.
At the Jan FAC meeting, the committee presented a comprehensive plan and proposed subcommittees to address specific areas of the work plan. Unfortunately, only a small number of people were in attendance to hear/comment on the plan. The work plan is available on the City website but the members comments are only heard by those who attend the meetings. This is why it is so important to have the meetings at a time and place that facilitates a significant number of Calistogans to be involved in the meetings and discussions. Ideally, the meeting location should include audio/video tools such as Zoom and YouTube. This will also make meetings available to those who cannot attend in person. FAC will most likely have presentations soon that will require PowerPoint or other video presentation tools.
The fairgrounds revitalization is a particularly important project for Calistoga. The outcome will decide revenue opportunities which will make it viable and self sustaining for the long term. Ultimately, it is taxpayer dollars that were used to purchase the property and will also be an important factor in supporting the project and renovations moving forward.
Lana Richardson
Calistoga
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 Regular Meeting - Feb 17 2026
Subject: Proclamation of Gratitude for Celebrate! Napa Valley DESCRIPTION:
Council will consider making a proclamation in honor of Celebrate! Napa Valley for their valuable work on community events.
RECOMMENDATION:
Consider Making the Proclamation
FINANCIAL IMPACT:
None
CEQA STATUS:
None
ATTACHMENT(S):
Proclamation of Celebrate Napa Valley
APPROVAL(S):
Rachel Stepp, Deputy City Manager Approved - Jan 27 2026 Connie Cardenas, Admin. Services Director Approved - Jan 27 2026 Mitch Celaya, Interim City Manager Approved - Feb 10 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Feb 10 2026 Item #5.1.
CITY OF CALISTOGA PROCLAMATION
in Honor of Celebrate! Napa Valley
WHEREAS, Celebrate! Napa Valley has faithfully served the City of Calistoga by honoring community traditions, celebrating the region’s agricultural heritage, and creating meaningful opportunities for connection among residents and visitors; and
WHEREAS, through its thoughtful stewardship of community celebrations, Celebrate! Napa Valley has preserved the heart and soul of Calistoga’s most treasured events, ensuring they remain reflective of the City’s history, values, and small-town character; and
WHEREAS, signature events such as the Fourth of July Parade & Star-Spangled Social, Christmas Faire, Harvest Fair, Halloween Parade, and other beloved gatherings have strengthened civic pride, encouraged intergenerational participation, and enhanced the cultural vitality of Calistoga; and WHEREAS, the City of Calistoga has greatly valued its partnership with Celebrate! Napa Valley and recognizes the organization’s leadership, creativity, and dedication in supporting local businesses, farmers, artisans, volunteers, and community organizations; and WHEREAS, as Celebrate! Napa Valley sunsets its operations, the City wishes to express its deep appreciation for the lasting impact of the organization’s service and the many memories, traditions, and connections it has helped create for the Calistoga community.
NOW, THEREFORE, BE IT PROCLAIMED, that the City Council of the City of Calistoga does hereby extend its sincere gratitude and heartfelt thanks to Celebrate! Napa Valley, for its years of partnership, dedication, and service, offers its best wishes in recognition of a meaningful legacy that will continue to resonate within the community.
.
SEALED THIS 17th DAY OF FEBRUARY 2026
Item #5.1.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Matt McCaffrey, Police Chief
Meeting: City Council Regular Meeting - Feb 17 2026
Subject: Presentation of The Police Department's Annual Report for 2025 DESCRIPTION:
Consider adopting a Resolution
RECOMMENDATION:
Receive the Presentation
SUMMARY:
This is the Police Departments Annual Report to the Community for 2025 ANALYSIS:
This report is designed to give you a snapshot of the Police Departments programs and accomplishments, as well statistical information related to the quality of life in Calistoga. The report will be available in both Spanish and English. Link to Spanish version HERE.
FINANCIAL IMPACT:
None
CEQA STATUS:
Not Applicable
ATTACHMENT(S):
AR 2025_
APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Feb 05 2026 Mitch Celaya, Interim City Manager Approved - Feb 10 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Feb 10 2026 Item #5.2.
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City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City of Calistoga | City Clerk
Meeting: City Council Regular Meeting - Feb 17 2026
Subject: Adoption of Minutes
DESCRIPTION:
Council will consider adopting the minutes of the 1/27/26 Council Meeting.
RECOMMENDATION:
Consider Adopting the Minutes
CEQA STATUS:
None
ATTACHMENT(S):
1.27.26 Draft Minutes
APPROVAL(S):
Rachel Stepp, Deputy City Manager Approved - Feb 10 2026 Mitch Celaya, Interim City Manager Approved - Feb 10 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Feb 11 2026 Item #6.2.
MINUTES
CALISTOGA CITY COUNCIL - REGULAR MEETING
Tuesday, January 27, 2026 - 6:00 PM
Calistoga Community Center | 1307 Washington Street Calistoga, CA 94515
1. Call to Order/Roll Call/Pledge of Allegiance and Optional Patriotic Activity Mayor Williams called the regular session to order at 6:02 p.m.
Present: Mayor Williams, Vice Mayor Gift and Councilmembers Lopez-Ortega, Eisenberg and Cooper
Absent:
2. REPORT FROM CLOSED SESSIONS
Council met for a closed session on 1/16 and 1/26 regarding an employee evaluation. No reportable action.
3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS There was public comment by Cindy Yant, Kerri Abreu, Kathleen Butts, Sadie Beltz, Millie Pease, Dom Tallerico, Raymundo Mendoza, Elizabeth Ortiz and Mr. Lopez.
4. CITY MANAGER’S REPORT
Interim City Manager Celaya Reported:
1. Introduced new-hire Building Permit Tech. Noa Aumbaugh.
2. Sixty residents attended the City's Utilities Open House, which was productive and staff were able to explain the complexities of the water systems and rate setting. All the materials are available the City's website.
3. Calistoga Joint Unified School District is having a third open house for their Workforce Housing Project on 2/3/26 6 pm at the CHS in the multipurpose room.
4. Parks and Recreation's Winter/Spring Programs are now available online; registration opens 2/2/26.
5. The Butler Roof project is scheduled to be completed on Monday.
6. This Monday-Wednesday, the Maxfield Pathway will be closed for construction.
7. The Mid-Year Adjustments. item (#8.7) contains information regarding the Fire Department requests; this item will be agendized for an in-depth discussion by Council at a future meeting.
5. PROCLAMATIONS/PRESENTATIONS/ AWARDS
5.1. The Planning and Building Department Director, Greg Desmond provided Council with an annual departmental report.
6. CONSENT CALENDAR
6.1. Adoption of Consent Calendar
Motion by Councilmember Eisenberg and seconded by Councilmember Lopez-Ortega to adopt consent calendar as presented Motion Carried
AYES: Mayor Williams, Councilmember Lopez-Ortega, Vice Mayor Gift, Councilmember Cooper, and Councilmember Eisenberg NOES: None
ABSTAIN: None
Item #6.2.
City Council - Regular Meeting Minutes January 27, 2026 ABSENT: None
6.2. Council Adopted Meeting Minutes of 1/6 and 1/15 as presented.
6.3. Adoption of Resolution No. 2026-04 - Authorizing a not-to-exceed project cost of $2,183,123 to complete the construction, construction management and inspection services to replace the Conn Creek Waterline. This price includes: Authorizing the City Manager to award Argonaut Constructors Inc., the lowest bidder, the construction contract for the base bid amount of $1,743,123, and allocates an additional $175,000 (10%) contingency for change orders; allowing the Public Works Director to negotiate change orders within this amount, and authorizes Amendment No. 2 to the Professional Services Agreement with Consor North America Inc. in an amount of $265,000 (15%) to perform construction management, environmental compliance, special inspections, and material testing.
6.4. Adoption a Resolution No. 2026-05 - Authorizing the Application for California Intergovernmental Risk Authority (CIRA) Flexible Spending Funding for Replacement of Structural Firefighting Personal Protective Equipment and Fire Department Radios, and for the City Manager to Execute Purchases if Grant Funding is Awarded
6.5. Adoption of Resolution No. 2026-06 - Accepting a Notice of Completion for the Riverside Ponds & Headworks Mitigation Project
6.6. Adoption of Resolution No. 2026-07 and 2026-08 - Approving that the Maintenance of Effort was met for Fiscal Year 2024/25 Under the Measure T Program and Approving Certification of Equivalent Fund Expenditures under the Measure T Program.
6.7. Adoption of Resolution No. 2026-09 - Approving an agreement with the Napa Special Investigations Bureau for services that focus on narcotics trafficking and human trafficking, primarily in the County of Napa.
6.8. Adoption of Resolution No. 2026-10 - Authorizing Revisions to the Joint Use Agreement Between the City of Calistoga and Calistoga Joint Unified School District to Allow Mutual Use of All Facilities, Establish Use Priorities, and Modify the Cost Recovery Structure.
6.9. Adoption of Resolution No. 2026-11 - Approving and authorizing the City Manager to execute an agreement with UBEO West, LLC for the rental, maintenance, and support of multifunction copiers and related document management services, in a form approved by the City Attorney.
7. PUBLIC HEARING
8. GENERAL GOVERNMENT
8.1. Adoption of Resolution No. 2026-12 and 2026-13 - Approving the ATAC 2026 Work Plan, Lincoln Ave. and Fair Way 4-Way Stop Study, and Vinyl Art Wrap for Washington St. Bike Parklet
This item was presented by ATAC Staff Liaison/Secretary David Fradelizio.
There was public comment by Wyatt Farris, Aaron Heth, Kara Vernor and Dom Tallerico.
Motion by Councilmember Eisenberg and seconded by Councilmember Cooper Approving the 2026 Transportation Advisory Committee (ATAC) Workplan as presented, the recommendation to evaluate the installation of stop signs at Lincoln Avenue and Fair Way Item #6.2.
City Council - Regular Meeting Minutes January 27, 2026 and request to affix a vinyl art wrap on the Washington Street Bike Parklet, with the individual projects coming back to Council for approval when cost and all other information is available.
Motion Carried
AYES: Mayor Williams, Councilmember Lopez-Ortega, Vice Mayor Gift, Councilmember Cooper, and Councilmember Eisenberg NOES: None
ABSTAIN: None
ABSENT: None
8.2. Approved - Council approved the 2026 Work Plan for the City of Calistoga Housing Advisory Committee.
This item was presented by HAC Staff Liaison/Secretary Andrew Amelung and discussed by the Council. There was no public comment.
Motion by Vice Mayor Gift and seconded by Councilmember Lopez-Ortega approving the 2026 work plan for the City of Calistoga Housing Advisory Committee with the individual projects coming back to Council for approval when cost and all other information is available.
Motion Carried
AYES: Mayor Williams, Councilmember Lopez-Ortega, Vice Mayor Gift, Councilmember Cooper, and Councilmember Eisenberg NOES: None
ABSTAIN: None
ABSENT: None
8.3. Approved - Council approved the 2026 Green Committee workplan as presented.
This item was presented by Green Committee Staff Liaison/Secretary and discussed by Council. There was no public comment.
Motion by Mayor Williams and seconded by Councilmember Lopez-Ortega to approve the 2026 work plan for the City of Calistoga Green Committee with the individual projects coming back to Council for approval when cost and all other information is available. Motion Carried
AYES: Mayor Williams, Councilmember Lopez-Ortega, Vice Mayor Gift, Councilmember Cooper, and Councilmember Eisenberg NOES: None
ABSTAIN: None
ABSENT: None
8.4. Adoption of Resolution No. 2026-14 - Formally establishing the Fairgrounds Advisory Committee as a standing advisory committee and approving the 2026 Fairgrounds Advisory Item #6.2.
City Council - Regular Meeting Minutes January 27, 2026 Committee Work Plan.
This item was presented by Fairgrounds Director Sheli Wright and Committee Chair Shane Pavitt and discussed by Council.
There was public comment by Aaron Heath, Cindy Yant, Wyatt Farris and Dom Tallerico.
Motion by Mayor Williams and seconded by Councilmember Cooper approving the 2026 Fairgrounds Advisory Committee Workplan and approving its formal establishment as a formal committee including the extension of some committee members' terms to allow for staggered terms. Motion Carried
AYES: Mayor Williams, Councilmember Lopez-Ortega, Vice Mayor Gift, Councilmember Cooper, and Councilmember Eisenberg NOES: None
ABSTAIN: None
ABSENT: None
8.5. Council received an informational presentation on e-bikes, scooters and hoverboards.
This item was presented by Police Chief McCaffrey and discussed by Council.
There was public comment by Kara Varnor and Cindy Yant.
8.6. Council received a Presentation on Possible Noise Ordinance Changes - This item was tabled for further discussion.
This item was presented by Police Chief McCaffrey and discussed by Council.
8.7. Adoption of Resolution No. 2026-15 - Council will consider approving the Fiscal Year 25- 26 Mid-Year Budget Amendments.
This item was presented by Administrative Services Director Connie Cardenas and discussed by the Council who asked clarifying questions of Director Wright and Director Rayner.
There was public comment by Cindy Yant.
Motion by Councilmember Eisenberg and seconded by Vice Mayor Gift to adopt the resolution amending the Fiscal Year 2025-26 budget with the exception of the $35,000 budgeted for the golf course pond fencing. Motion Carried AYES: Mayor Williams, Councilmember Lopez-Ortega, Vice Mayor Gift, Councilmember Cooper, and Councilmember Eisenberg NOES: None
ABSTAIN: None
Item #6.2.
City Council - Regular Meeting Minutes January 27, 2026 ABSENT: None
Motion by Vice Mayor Gift and seconded by Councilmember Cooper to move item 8.7 to be the first item heard on General Government. Motion Carried AYES: Mayor Williams, Councilmember Lopez-Ortega, Vice Mayor Gift, Councilmember Cooper, and Councilmember Eisenberg NOES: None
ABSTAIN: None
ABSENT: None
9. COUNCIL REPORTS
Councilmember Lopez-Ortega attended a League of CA Cities Councilmembers' Academy along with Interim City Manager Celaya.
Councilmember Eisenberg had his first meeting as Chair of the Napa County Climate Action Committee, there was a presentation about edible food recovery and composting.
Mayor Williams has attended all of the City Advisory Committee meetings as they discussed their workplans. He also attendedall the County meetings, including NVTA, where they discussed America Canyon's road widening project. Our committees have new members and the staff was helpful in onboarding them. Great ideas are coming out of these committees. Altogether, there are about 30 committee members, which speaks to our community's participation in their local government
10. ADJOURNMENT
At 8:55 p.m. Mayor Williams made a motion to extend the meeting's adjournment time to 9:30 p.m.
The motion passed unanimously.
Mayor Williams adjourned the meeting at 9:23 p.m.
Respectfully submitted:
Prepared by: Approved by:
______________________ ______________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.2.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Rachel Stepp, Deputy City Manager
Meeting: City Council Regular Meeting - Feb 17 2026
Subject: License Agreement with Calistoga Community Garden, Inc.
DESCRIPTION:
Consider adopting a Resolution Authorizing the City Manager to enter into a License Agreement with Calistoga Community Garden, Inc. for the continued operation of the Calistoga Community Garden.
RECOMMENDATION:
Consider Adopting the Resolution
SUMMARY:
The City of Calistoga has historically supported the Calistoga Community Garden as a communityserving use of City-owned property located at 204 Washington Street. Calistoga Community Gardens, Inc. (“Licensee”), a nonprofit public benefit corporation, has successfully overseen the operation and maintenance of the community garden for many years.
The proposed action would approve a License Agreement between the City of Calistoga (“Licensor”) and Calistoga Community Gardens, Inc. for continued use of a defined portion of City-owned property for operation of a community garden. The License Agreement establishes a five-year term (60 months), clearly defines permitted uses, and outlines the Licensee’s responsibilities related to maintenance, insurance, and compliance with applicable laws, while preserving the City’s ownership and control of the property.
ANALYSIS:
The proposed License Agreement authorizes Calistoga Community Gardens, Inc. to continue operating the community garden on City-owned property at 204 Washington Street. The agreement establishes a five-year, revocable license for a defined portion of the site and does not convey any leasehold or property interest.
The Licensee is responsible for operation, maintenance, repairs, insurance, and compliance with applicable laws and garden rules. The City will continue to provide water service to the site, while no sewer service is provided, and all other utilities and operating costs remain the responsibility of the Licensee.
The agreement includes a nominal annual license fee of one dollar and allows either party to terminate with thirty days’ written notice. Approval of the License Agreement formalizes a longstanding community use, preserves City ownership and oversight of the property, and supports continued access to the community garden.
Item #6.3.
FINANCIAL IMPACT:
Approval of the License Agreement has no material fiscal impact on the City. The City will continue to provide water service to the community garden site, consistent with historical practice. All other costs associated with the operation, maintenance, insurance, and compliance obligations of the community garden are borne by Calistoga Community Gardens, Inc.
CEQA STATUS:
The recommended action is not a project and therefore not subject to CEQA review.
ATTACHMENT(S):
Community Garden Resolution
License Agreement - Community Gardens - signed
APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Feb 04 2026 Mitch Celaya, Interim City Manager Approved - Feb 09 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Feb 09 2026 Item #6.3.
RESOLUTION NO. 2026-XX
ADOPTED XXXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA AUTHORIZING
THE CITY MANAGER TO ENTER INTO A LICENSE AGREEMENT WITH CALISTOGA COMMUNITY GARDEN, INC. FOR CONTINUED OPERATION OF THE CALISTOGA
COMMUNITY GARDEN
WHEREAS, the City of Calistoga owns property located at 204 Washington Street and has historically supported its use as a community garden serving Calistoga residents; and
WHEREAS, Calistoga Community Gardens, Inc., a California nonprofit public benefit corporation, has successfully operated and maintained the community garden for many years; and
WHEREAS, the City and Calistoga Community Gardens, Inc. desire to formalize the continued operation of the community garden through a License Agreement for use of a defined portion of City-owned property; and
WHEREAS, the License Agreement establishes a five-year, revocable license, does not convey any leasehold or property interest, and preserves City ownership and oversight; and
WHEREAS, the License Agreement clearly defines responsibilities for operation, maintenance, insurance, and utilities, supports continued public access to the community garden, and protects the City’s interests;
NOW, THEREFORE BE IT RESOLVED, by the City Council of the City of Calistoga that the City Manager is hereby authorized to enter into a License Agreement with Calistoga Community Garden, Inc. for the continued operation of the Calistoga Community Garden.
BE IT FURTHER RESOLVED that all terms, conditions, and covenants of said Agreement be, and the same are, hereby approved, ratified, and confirmed.
PASSED, APPROVED AND ADOPTED this 17th day of February 2026. I,
YUDIANA GALVAN, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: APPROVED:
_________________________ ___________________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.3.
LICENSE AGREEMENT
BY AND BETWEEN
CITY OF CALISTOGA,
a California municipal corporation
as Licensor
and
CALISTOGA COMMUNITY GARDENS, INC.,
a California nonprofit public benefit corporation
as Licensee
Item #6.3.
TABLE OF CONTENTS
PAGE
4906-3722-4588 v4 2
1. GRANT OF LICENSE......................................................................................................8
2. LICENSE AREA ..............................................................................................................8
2.1 License Area........................................................................................................8
2.2 Intentionally Omitted ............................................................................................8
2.3 No Representations .............................................................................................8
2.4 Licensor’s Reserved Rights .................................................................................8
2.5 No Interest in Land Granted.................................................................................8
3. TERM..............................................................................................................................8
3.1 Generally .............................................................................................................9
3.2 Early Termination.................................................................................................9
3.3 Extension of Term................................................................................................9
4. LICENSE FEES...............................................................................................................9
4.1 Base License Fee ................................................................................................9
4.2 Additional Fees ....................................................................................................9
4.3 Security Deposit...................................................................................................9
5. TAXES AND OPERATING EXPENSES ..........................................................................9
5.1 Taxes...................................................................................................................9
5.2 Operating Expenses ..........................................................................................10
6. USE; COMPLIANCE WITH LAWS ................................................................................10
6.1 Use of License Area...........................................................................................10
6.2 Compliance with Laws .......................................................................................10
7. UTILITIES .....................................................................................................................11
7.1 Water.................................................................................................................11
7.2 Payments for Utilities and Services....................................................................11
7.3 No Liability of Licensor.......................................................................................11
8. MAINTENANCE; REPAIR; ALTERATION OF LICENSE AREA.....................................11
8.1 Maintenance and Repair by Licensee ................................................................11
8.2 Licensor Maintenance and Repair......................................................................11
8.3 Improvements ....................................................................................................12
9. ENVIRONMENTAL PROTECTION PROVISIONS.........................................................12
9.1 Hazardous Materials ..........................................................................................12
9.2 Reportable Uses Required Consent...................................................................12 Item #6.3.
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4906-3722-4588 v4 3
9.3 Remediation Obligations....................................................................................13
9.4 Licensor’s Inspection Right ................................................................................13
9.5 Hazardous Materials Indemnity..........................................................................13
10. INDEMNITY AND WAIVER OF CLAIMS .......................................................................14
10.1 Licensee Indemnification....................................................................................14
10.2 Waiver of Claims................................................................................................14
10.3 Survival/No Impairment......................................................................................14
11. INSURANCE .................................................................................................................15
11.1 Licensee’s Insurance .........................................................................................15
11.2 Additional Insureds ............................................................................................15
11.3 Notice of Cancellation ........................................................................................15
11.4 Sufficiency of Insurance.....................................................................................15
11.5 Insurer Acceptability...........................................................................................16
11.6 Certificate of Insurance ......................................................................................16
12. PROHIBITION AGAINST TRANSFERS ........................................................................16
13. SURRENDER................................................................................................................16
14. NONDISCRIMINATION.................................................................................................16
15. SUBMISSION OF NOTICES .........................................................................................16
16. CONDITION OF LICENSE AREA..................................................................................17
17. DEFAULT......................................................................................................................17
17.1 Events of Default................................................................................................17
17.2 Remedies ..........................................................................................................17
17.3 Licensor’s Right to Perform Licensee’s Obligations............................................17
17.4 Severability ........................................................................................................18
18. WAIVER OF RELOCATION ASSISTANCE...................................................................18
19. MISCELLANEOUS........................................................................................................18
19.1 Entire Agreement...............................................................................................18
19.2 Amendments......................................................................................................18
19.3 Severability ........................................................................................................18
19.4 Incorporation of Exhibits and Recitals ................................................................18
19.5 Broker’s Commissions .......................................................................................18
19.6 Attorneys’ Fees..................................................................................................19 Item #6.3.
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4906-3722-4588 v4 4
19.7 Access by Licensor............................................................................................19
19.8 OFAC Certification.............................................................................................19
19.9 Certified Access Specialist Disclosure ...............................................................19
19.10 Rules and Regulations.......................................................................................19
19.11 Further Assurances............................................................................................19
19.12 Time ...............................................................................................................19
19.13 Captions ............................................................................................................20
19.14 Governing Law...................................................................................................20
19.15 Authority ............................................................................................................20
19.16 Counterparts......................................................................................................20 Item #6.3.
4906-3722-4588 v4 5
INDEX OF EXHIBITS
Exhibit
A LICENSE AREA
B RULES AND REGULATIONS
C-1 MEMBERSHIP PROCEDURES
C-2 MEMBERSHIP RULES
C-3 MEMBERSHIP APPLICATION
Item #6.3.
4906-3722-4588 v4 6
LICENSE AGREEMENT
BASIC LICENSE INFORMATION
Agreement Date: Dated as of February __, 2026 for reference purposes only Licensor: City of Calistoga,
a California municipal corporation
Licensor’s Address: City of Calistoga
1232 Washinton Street
Calistoga, CA 94515
Attn: City Manager
Notice Copy to:
Burke, Williams & Sorensen, LLP
1999 Harrison Street, Suite 1650
Oakland, CA 94612
Attn: Michelle Marchetta Kenyon, Esq.
Licensee: Calistoga Community Gardens, Inc.
Licensee’s Address: Calistoga Community Gardens, Inc.
[CCG-Please provide an address that is not a P.O. Box]
License Area: A portion of the parcel located at 204 Washington Street, Calistoga, CA, APN No. 011-260-002-000, as shown on Exhibit A attached hereto and incorporated herein by reference.
Length of Term: Sixty (60) months
Commencement Date:
_____________, 2026
Expiration Date: _____________, 3031
License Fee: Months Yearly License Fee
_____, 2026 to ______,
3031
$1
Taxes and Utilities: Licensee shall pay for those services and utilities to the License Area as described in Article 7. Licensee shall pay all taxes (including possessory interest taxes) levied on or against the License Area or its personal property.
Licensee’s Share: N/A
2/16
2/17
2/17 2/16
17 Item #6.3.
4906-3722-4588 v4 7
Permitted Use: Licensee may use the License Area for a community garden site, as further described in Article 6.
Parking: None.
Brokers: None.
Item #6.3.
4906-3722-4588 v4 8
LICENSE AGREEMENT
THIS LICENSE AGREEMENT is entered into this ___ day of _________, 2026 (“Agreement”), by and between the CITY OF CALISTOGA, a California municipal corporation (“Licensor”) and CALISTOGA COMMUNITY GARDENS, INC., a California non-profit public benefit corporation (“Licensee”).
1. GRANT OF LICENSE: In consideration of the stated conditions and agreements, Licensor hereby grants permission to Licensee to carry out the Permitted Uses within the License Area as described in this Agreement.
2. LICENSE AREA:
2.1 License Area. Licensee may occupy those areas as specified in the Basic License Information (“License Area”). The License Area has the address and contains the square footage specified in the Basic License Information; provided, however, that any statement of square footage set forth in this Agreement is an approximation which Licensor and Licensee agree is reasonable and no economic terms based thereon shall be subject to revisions, whether or not the actual square footage is more or less.
2.2 Intentionally Omitted.
2.3 No Representations. Licensee accepts the License Area in “AS-IS” condition “WITH ALL FAULTS” without any representations or warranties by Licensor, and with no obligation of licensor to make alterations or improvements to the License Area. Licensee acknowledges that neither Licensor nor any agent of Licensor has made any representation or warranty with respect to the suitability of the License Areas for the conduct of Licensee’s business.
Licensor shall not be liable for any latent or patent defects in the License Area. If required for the conduct of Licensee’s business, Licensee shall be responsible for requesting an inspection and obtaining a Certificate of Occupancy from the City of Calistoga.
2.4 Licensor’s Reserved Rights. Licensor hereby reserves the right, and at any time and from time to time, without the same constituting an actual or constructive eviction, to make alterations, additions, repairs, improvements to or in all or any part of the License Area and to change the arrangement and/or location of entrances or passageways, doors and doorways, corridors, elevators, stairs, toilets and other public parts of the License Area and parking areas, drive isles, landscaping, curb cuts and paved and unpaved portions of any area near the License Area. In connection with any of the foregoing activities, Licensor shall use reasonable efforts to minimize any interference with Licensee’s use of the License Area and shall not, without the prior written approval of Licensee, (a) materially change the location, size or configuration of the License Area; or (b) do anything which would have a material and adverse effect on access to the License Area, or ingress and egress to the License Area. No rights to any view or to light or air over any property, whether belonging to Licensor or any other person, are granted to Licensee by this Agreement.
2.5 No Interest in Land Granted. Nothing herein shall be deemed to grant to Licensee any fee interest, leasehold, or other possessory interest in the Property, or any portion thereof, or any exclusive right or special status to negotiate or purchase. This Agreement grants a limited revocable license upon specified terms and no more.
3. TERM:
17 February
Item #6.3.
4906-3722-4588 v4 9
3.1 Generally. Unless otherwise earlier terminated, the term of this Agreement (“Term”) shall commence on ____________, 2026 (“Commencement Date”), and shall terminate on ____________, 2031 (“Expiration Date”) unless terminated earlier as set forth herein.
3.2 Early Termination. At any time during the Term, Licensor or Licensee may terminate the Agreement by the giving of not less than thirty (30) days’ prior written notice to the other in accordance with Article 15. Upon such early termination, the rights and obligations of the parties hereunder shall terminate, except for those obligations which, by their terms, survive the expiration or earlier termination of this Agreement.
3.3 Extension of Term. This term of this Agreement may be extended beyond the Expiration Date by mutual agreement of Licensor and Licensee. If Licensee desires to extend the term of this Agreement, Licensee shall deliver a written request for extension to the City Clerk not less than thirty (30) days prior to the Expiration Date (as such may have been extended).
Within forty-five (45) days of receipt by Licensor of Licensee’s written extension request, Licensor shall advise Licensee in writing if Licensor agrees to extend the term of this Agreement and deliver to Licensee an amendment to this Agreement so extending the term. Licensee shall promptly execute such amendment and return it to Licensor.
4. LICENSE FEES:
4.1 Base License Fee. The fee for use of the License Area during the Term shall be the amount specified in the Basic License Information. The License Fee shall be paid without prior notice or demand. The License Fee shall be paid to the Licensor at 1232 Washington St., Calistoga, CA 94515 or such other place as Licensor shall direct. If the Term commences on a day other than the first day of the calendar month or ends on a day other than the last day of the calendar month, the License Fee for any such partial month shall be prorated at the rate of one-thirtieth of the monthly License Fee for each day of the period.
4.2 Additional Fees. As used in this Agreement, the term “Additional Fees” shall mean all sums of money that are due and payable by Licensee under the terms of this Agreement, other than the base License Fee. The term “Fees,” as used herein, shall mean the License Fee and, Additional Fees and all other amounts payable hereunder from Licensee to Licensor. Unless otherwise specified herein, all Fees shall be due and payable by Licensee on or before the date that is thirty (30) days after billing by Licensor.
4.3 Security Deposit. Upon execution of this Agreement, Licensee shall pay to Licensor a security deposit for the faithful performance of Licensee’s obligations under this Agreement in the amount specified in the Basic License Information. If Licensee fails to pay any charges due hereunder, or otherwise defaults under this Agreement, Licensor may use, apply or retain all or a portion of the Security Deposit to compensate Licensor for the amount due by Licensee (including reasonable attorneys’ fees) under this Agreement. The balance of the Security Deposit not applied or used by Licensor as permitted in this Paragraph shall be refunded to Licensee thirty (30) days after the later of (i) expiration or other termination of this Agreement, or (ii) the date Licensee vacates the License Area.
5. TAXES AND OPERATING EXPENSES:
5.1 Taxes. Licensor shall pay all taxes levied or imposed against the License Area.
February 17
February 16
Item #6.3.
4906-3722-4588 v4 10
5.2 Operating Expenses. All costs of Licensor’s property insurance and any taxes levied or imposed on the License Area, if any, are “Operating Expenses”. During the Term, Licensor shall not assess Licensee any such Operating Expenses, unless the same were incurred as a result of the actions or inactions of Licensee, Licensee’s invitees or anyone in the employ of Licensee, in which event such costs may be charged to Licensee as Additional License Fees.
6. USE; COMPLIANCE WITH LAWS:
6.1 Use of License Area. Licensee may use the License Area for the operation of a community garden (“Permitted Use”) and for no other purposes without the express written consent of Licensor. Licensee acknowledges that neither Licensor nor any agent of Licensor, has made any representation or warranty with respect to the suitability or fitness of the License Area for the conduct of Licensee’s business.
(a) Sub-Licenses. Licensor acknowledges and agrees that Licensee will allow Calistoga residents (“Residents”) to sub-license, use and access individual garden plots within the License Area, as further described in that certain (i) Calistoga Community Garden 2024 Procedures, (ii) Calistoga Community Garden 2024 Rules, and (iii) Calistoga Community Garden 2026 Membership Application (collectively, “Membership Documents”), copies of which are attached hereto and incorporated by reference as Exhibits C-1, C-2 and C-3. As set out in the Calistoga Community Garden 2026 Membership Application, each Resident shall release Licensor and waive claims against Licensor arising out of personal injury or property damage related to each Resident’s use of the License Area.
(b) Compliance of Residents. Licensee shall be solely responsible for ensuring and causing Residents to comply with all terms and conditions of this Agreement and the Membership Documents. To the extent Licensor determines that a Resident has failed to comply with this Agreement and/or any of the Membership Documents, Licensor shall deliver to Licensee written notice thereof and Licensee shall cause such failure to be remedied within ten (10) days of receipt of such notice.
(c) Use of Plots. Licensee may charge Residents reasonable use fees and cleaning deposits to generate sufficient funds to offset the operating costs of Licensee. A Resident shall be permitted to use one (1) plot no larger than ten (10’) feet wide by twenty (20’) feet in length. Plants or produce grown in each Resident’s plots shall be for consumption by the Resident and its household and not for commercial sale.
6.2 Compliance with Laws. Licensee shall comply with all laws, ordinances, rules, regulations and codes, of all municipal, county, state and federal authorities, including the Americans With Disabilities Act, as amended (42 U.S.C. Section 1201 et seq. [the “ADA”]) (collectively, “Laws”) pertaining to Licensee’s use and occupancy of the License Area and its Permitted Use. Licensee shall not commit, or suffer to be committed, any waste upon the License Area, or any public or private nuisance, or other act or thing that disturbs the quiet enjoyment of any other occupants or surrounding neighborhoods.
Item #6.3.
4906-3722-4588 v4 11
7. UTILITIES:
7.1 Water. Licensor shall pay for and provide water service to the License Area.
No wastewater or sewer service shall be provided to or available to or at the License Area.
7.2 Payments for Utilities and Services. Except for water which is paid for and supplied by Licensor and wastewater and sewer which are not available to the License Area, Licensee shall contract directly with the providers of, and shall pay all charges for any other utility or service, including without limitation, pest control, security and monitoring services furnished to the License Area, together with all related installation or connection charges or deposits (“Utilities”). If any such Utilities, excluding water, are not separately metered or billed to Licensee for the License Area but rather are billed to and paid by Licensor, Licensee shall pay to Licensor, as Additional Fees, its pro rata share of the cost of such services, as reasonably determined by Licensor. If any Utilities (excluding water) are not separately metered, Licensor shall have the right to determine Licensee’s consumption by either submetering, survey or other methods designed to measure consumption with reasonable accuracy.
7.3 No Liability of Licensor. Except in the case of Licensor’s gross negligence or willful misconduct, in no event shall Licensor be liable or responsible for any loss, damage, expense or liability, including, without limitation, loss of business or any consequential damages, arising from any failure or inadequacy of any service or utility provided to the License Area, whether resulting from any change, failure, interference, disruption or defect in supply or character of the service or utility provided to the License Area, or arising from the partial or total unavailability of the service or utility to the License Area, from any cause whatsoever, or otherwise, nor shall any such failure, inadequacy, change, interference, disruption, defect or unavailability constitute an actual or constructive eviction of Licensee, or entitled Licensee to any abatement or diminution of License Fees or otherwise relieve Licensee from its obligations under this Agreement.
8. MAINTENANCE; REPAIR; ALTERATION OF LICENSE AREA:
8.1 Maintenance and Repair by Licensee.
8.1.1 Licensee Maintenance. Licensee shall, at its sole costs and expense, maintain the License Area in good repair and in a neat, clean and quality condition (ordinary wear and tear excepted) including making all necessary repairs and replacements as a result of any damage caused by Licensee’s and/or any Resident’s use of the License Area.
Licensee shall maintain the License Area in a condition to guarantee the safety of the Residents, invitees and users of the License Area and shall ensure the License Area is kept free of trash, building materials and the storage of unnecessary materials and gardening supplies. Licensee shall not place, cause to be placed, deposited, stored or caused to be stored, any materials and/or supplies on any public property other than within License Area.
8.1.1 Licensee Repair. Licensee shall further, at its own costs and expense, repair or restore any damage or injury ordinary wear and tear excepted to all or any part of the License Area caused by Licensee, Licensee’s agents, employees, invitees, licensees, visitors, any Resident or contractor, including but not limited to repairs or replacements necessitated by (i) Licensee’s or a Resident’s use of the License Area, and (ii) the moving of any property into or out of the License Area.
8.2 Licensor Maintenance and Repair. Licensor shall have no maintenance or repair obligations under this Agreement. Licensee hereby waives any and all rights under and Item #6.3.
4906-3722-4588 v4 12
benefits of subsection 1 of Section 1932, and Sections 1941 and 1942 of the California Civil Code or any similar or successor Laws now or hereby in effect. Licensee waives any right to terminate this Agreement or offset or abate any Fee by reason of any failure of Licensor to make repairs to the License Area.
8.3 Improvements. Temporary buildings or structures may be constructed by Licensee on the License Area with the prior written consent of Licensor, so long as all such improvements comply with all Laws and Licensee has obtained Licensor’s approval of the design for such improvements and the applicable final plans and specifications.
9. ENVIRONMENTAL PROTECTION PROVISIONS:
9.1 Hazardous Materials. “Hazardous Materials” shall mean any material, substance or waste that is or has the characteristic of being hazardous, toxic, ignitable, reactive, flammable, explosive, radioactive or corrosive, including, without limitation, petroleum, solvents, lead, acids, pesticides, paints, printing ink, PCBs, asbestos, materials commonly known to cause cancer or reproductive problems, and those materials, substances and/or wastes, including wastes which are or later become regulated by any local governmental authority in the state in which the License Area is located or the United States Government, including, but not limited to, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “hazardous wastes” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; the Resource Conservation and Recovery Act; all environmental laws of the state where the Station is located, and any other environmental law, regulation or ordinance now existing or hereinafter enacted. “Hazardous Materials Laws” shall mean all present and future federal, state and local laws, ordinances and regulations, prudent industry practices, requirements of governmental entities and manufacturer’s instructions relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, presence, disposal or transportation of any Hazardous Materials, including without limitation the laws, regulations and ordinances referred to in the preceding sentence.
9.2 Reportable Uses Required Consent. Except as permitted in this Article 9, Licensee hereby agrees that Licensee and Licensee’s officers, employees, representatives, agents, contractors, subcontractors, successors, assigns, vendors, concessionaires, invitees, Residents and any other occupants of the License Area (for purposes of this Article 9, referred to collectively herein as “Licensee’s Representatives”) shall not cause or permit any Hazardous Materials to be used, generated, manufactured, refined, produced, processed, stored or disposed of, on, under or about the License Area or transport to or from the License Area without the express prior written consent of Licensor, which consent may be limited in scope and predicated on strict compliance by Licensee of all applicable Hazardous Materials Laws and such other reasonable rules, regulations and safeguards as may be required by Licensor (or any insurance carrier, environmental consultant or lender of Licensor, or environmental consultant retained by any lender of Licensor) in connection with using, generating, manufacturing, refining, producing, processing, storing or disposing of Hazardous Materials on, under or about the License Area. In connection therewith, Licensee shall, at its own expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for the storage or use by Licensee or any of Licensee’s Representatives of Hazardous Materials on the License Area, including without limitation, discharge of (appropriately treated) materials or wastes into or through any sanitary sewer serving the License Area.
Item #6.3.
4906-3722-4588 v4 13
9.3 Remediation Obligations. If at any time during the Term, any contamination of the License Area by Hazardous Materials shall occur where such contamination is caused by the act or omission of Licensee, Licensee’s Representatives, any Resident or its invitee (“Licensee’s Contamination”), then Licensee, at Licensee’s sole cost and expense, shall promptly and diligently remove such Hazardous Materials from the License Area or the groundwater underlying the License Area to the extent required to comply with applicable Hazardous Materials Laws. Licensee shall not take any required remedial action in response to any Licensee’s Contamination in or about the License Area or enter into any settlement agreement, consent, decree or other compromise in respect to any claims relating to any Licensee’s Contamination without first obtaining the prior written consent of Licensor, which may be subject to conditions imposed by Licensor as determined in Licensor’s sole discretion. Such prior written consent shall not be required to the extent the delay caused by the requirement to obtain consent may increase the damage to the License Area or the risk of harm to human health, safety or security caused by the Licensee Contamination. In addition to all other rights and remedies of Licensor hereunder, if Licensee does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Licensee’s Contamination, and thereafter commence the required remediation of any Hazardous Materials released or discharged in connection with Licensee’s Contamination within thirty (30) days after all necessary approvals and consents have been obtained, and thereafter continue to prosecute such remediation to completion in accordance with the approved remediation plan, then Licensor, at its sole discretion, shall have the right, but not the obligation, to cause such remediation to be accomplished, and Licensee shall reimburse Licensor within fifteen (15) business days of Licensor’s demand for reimbursement of all amounts reasonably paid by Licensor (together with interest on such amounts at the highest lawful rate until paid), when such demand is accompanied by proof of payment by Licensor of the amounts demanded. Licensee shall promptly deliver to Licensor copies of hazardous waste manifests reflecting the legal and proper disposal of all Hazardous Materials removed from the License Area as part of Licensee’s remediation of any Licensee’s Contamination. The foregoing notwithstanding, “Licensee’s Contamination” shall not refer to or include any Hazardous Materials that were not introduced to the License Area by Licensee , Licensee’s Representatives, a Resident or a Resident’s invitee. Moreover, Licensee shall not be responsible for any Hazardous Materials that were present in, on, or below the License Area before Licensee occupied the License Area.
9.4 Licensor’s Inspection Right. Licensor shall have the right to inspect the License Area for compliance with environmental, safety, and occupational health laws and regulations, regardless of whether Licensor is responsible for enforcing or complying with them.
Licensee shall have no claim against Licensor, or any officer, agent, employee, contractor or subcontractor of Licensor by reason of entrance of such Licensor officer, agent, employee, contractor or subcontractor onto the License Area, provided such inspection is undertaken as reasonably as possible so as not to materially disrupt or interfere with the Permitted Use. Except in the event of an emergency, Licensor shall provide Licensee with reasonable prior notice and an opportunity to have a representative present at any inspection.
9.5 Hazardous Materials Indemnity. In addition to any other provisions of this Agreement, Licensee shall, and does hereby agree, to indemnify, defend (with counsel acceptable to Licensor) and hold harmless Licensor from any costs, expenses, liabilities, fines or penalties resulting from discharges, emissions, spills, storage or disposal resulting from Licensee’s Contamination, giving rise to liability, civil or criminal, or any other action by Licensee, any of Licensee’s Representatives, any Resident or an invitee of a Resident giving rise to responsibility under any Hazardous Materials Laws. Licensee’s obligations hereunder shall apply Item #6.3.
4906-3722-4588 v4 14
whenever Licensor incurs costs or liabilities for Licensee’s Contamination as provided hereunder.
This provision shall survive the expiration or termination of this Agreement.
10. INDEMNITY AND WAIVER OF CLAIMS:
10.1 Licensee Indemnification. Licensee shall indemnify, defend (with counsel acceptable to Licensor) and hold Licensor and Licensor Related Parties (as defined herein) harmless against and from all third party liabilities, obligations, damages, penalties, claims, actions, costs, charges, judgment and expenses (including reasonable attorneys’ fees, costs and disbursements) (collectively, “Losses”), arising from (a) the use of, or any activity done, permitted or suffered in or about the License Area by Licensee or any Resident, including, but not limited to, injuries suffered by Licensee’s or any Resident’s agents, employees or invitees, (b) any activity done, permitted or suffered by Licensee, Licensee’s agents or employees, any Resident and/or any Residents invitee in or about the License Area during Licensee’s possession and use of the License Area, (c) any act, neglect, fault, willful misconduct of Licensee, Licensee’s agents or employees, any Resident and/or any Resident’s invitee in or about the License Area during Licensee’s possession and use thereof, or (d) from any breach or default in the terms of this Agreement by Licensee, Licensee’s agents or employees, any Resident and/or any Resident’s invitee, except to the extent such claims arise out of or relate to the gross negligence or willful misconduct of Licensor or another Licensor Related Party. If any action or proceeding is brought against Licensor by reason of any such claim, upon notice from Licensor, Licensee shall defend (with counsel acceptable to Licensor) the same at Licensee’s expense. As a material part of the consideration to Licensor, Licensee releases Licensor and its trustees, elected and appointed officials, members, principles, beneficiaries, partners, officers, directors, and employees (“Licensor Related Parties”) from responsibility for, waives its entire claim of recovery for, and assumes all risks of (i) damage to property or injury to person in or about the License Area from any cause whatsoever except to the extent caused by the gross negligence or willful misconduct of Licensor or Licensor Related Parties, or (ii) loss resulting from business interruption or loss of income at the License Area.
10.2 Waiver of Claims. Except in the event of Licensor’s or Licensor Related Parties’ own gross negligence or willful misconduct Licensor shall not be liable to Licensee and Licensee waives all claims against Licensor and Licensor Related Parties for any injury or damage to any person or property occurring or incurred in connection with or in any way relating to the License Area from any cause. Without limiting the foregoing, neither Licensor nor any Licensor Related Party shall be liable for and there shall be no abatement of any Fees for (a) any damage to Licensee’s property stored with or entrusted to any Licensor Related Party, (b) loss of or damage to any property by theft or any other wrongful or illegal act, or (c) any injury or damage to person or property resulting from fire, explosion, water, rain or dampness or any other cause whatsoever or from the acts or omissions of other occupants, invitees or other visitors to the License Area, (d) any diminution or shutting off of light, air or view by any structure that may be erected on lands adjacent to the License Area or (e) any latent or other defects in the License Area. Licensee agrees that in no case shall Licensor or any Licensor Related Party or Licensee be responsible or liable to the other on any theory for any injury to such parties’ business, loss of profits, loss of income or any other form of consequential, punitive or incidental damage, except as otherwise provided in Section 11.
10.3 Survival/No Impairment. The obligations of Licensee under this Section 10 shall survive any termination of this Agreement. The foregoing indemnity obligations shall not relieve any insurance carrier of its obligations under any policies required to be carried by either Item #6.3.
4906-3722-4588 v4 15
party pursuant to this Agreement, to the extent that such policies cover the peril or currents that results in the claims that is subject to the foregoing indemnity.
11. INSURANCE:
11.1 Licensee’s Insurance. On or before the commencement of the Term of this Agreement, Licensee shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with Licensee’s operation and use of the License Area. The cost of such insurance shall be borne by Licensee. Licensee shall maintain the following types of insurance with limits no less than the following as set forth below.
11.1.1 Commercial General Liability Coverage: $1,000,000 per occurrence for bodily injury, personal injury and property damage (which amount can be met by both Licensee’s underlying policy and umbrella policy). The policy shall provide coverage for Fire Legal Liability or Damage to Rented License Area coverage, as well as for Products and Completed Operations.
11.1.2 Automobile Liability Coverage: Coverage for owned, hired, leased and rented vehicles, with limits of $1,000,000 for combined bodily injury and property damage, on a per occurrence basis.
11.1.3 Property Insurance Coverage: Licensee shall maintain in full force and effect on all of its personal property, furniture, furnishings, vehicles, fixtures and equipment, either owned by Licensee or its agents, vendors, or clients, which may from time to time be located in, on or upon the License Area (“Licensee’s Property”) in an amount not less than their full replacement value from time to time during the Term, providing protection against all perils, included within the standard form of “all-risk” (i.e., “Special Cause or Loss”) fire and casualty insurance policy.
11.2 Additional Insureds: The City of Calistoga shall be included as an additional insured under all liability insurance coverages. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not included as such additional insured. An additional insured included herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.
11.3 Notice of Cancellation. Licensee’s third party insurance policies shall be endorsed to require the insurer to provide Licensor with at least thirty (30) days’ written Notice of Cancellation; provided, however, that if Licensee’s insurers are unwilling to issue such an endorsement, then Licensee agrees as follows: if Licensee is notified by any insurer of the insurance coverage required under this Section 11 that the insurer is cancelling any required policy, Licensee shall immediately provide Licensor with written notice of having received such notice from its insurer and shall take all reasonable action to either preserve the existing policy/policies or replace the cancelled insurance with other policy/policies of insurance meeting the requirements of this Section 11 before the effective date of the cancellation.
11.4 Sufficiency of Insurance. The insurance limits required by the Licensor are not represented as being sufficient to protect Licensee. Licensee is advised to consult Licensee’s insurance broker to determine adequate coverage for Licensee. Licensee’s insurance policy shall Item #6.3.
4906-3722-4588 v4 16
be endorsed stipulating that Licensee’s insurance is primary with respect to claims assumed by Licensee under the terms of this Agreement, and that the Licensor’s self-insurance program and excess insurance policies shall not be called upon to contribute to a loss that should otherwise be paid by Licensee’s insurer.
11.5 Insurer Acceptability. Licensee’s insurers must be domiciled in the United States of America. They must meet a minimum A.M. Best & Co. rating of A: VII and a Standard and Poor’s Rating (if rated) of at least BBB. In the event that a proposed insurance company is not rated by A.M. Best & Co. or Standard and Poor’s, said insurance carrier must be domiciled in the State of California and approved by Licensor.
11.6 Certificate of Insurance. On or before Licensee takes possession of the License Area, Licensee shall furnish to Licensor new certificate(s) of insurance reflecting that the insurance required by this Section for the License Area is in force, accompanied by an endorsement(s) showing the required additional insured reasonably satisfactory to Licensor.
12. PROHIBITION AGAINST TRANSFERS: Licensee shall not assign, sublicense, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise. Any attempt to do so shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
13. SURRENDER: Upon the expiration or earlier termination of the Agreement, Licensee shall surrender the License Area clean, free of debris and, in substantially the same condition as at the commencement of the Term, reasonable wear and tear excepted, and clear of all liens and encumbrances created by any action or inaction of Licensee. Specifically, among other things, upon the expiration or earlier termination of the Agreement, Licensee shall remove from the License Area all buildings and structures thereon unless otherwise directed in writing by Licensor. Licensor shall not be responsible for the value, preservation or safekeeping of Licensee’s property that is not removed by Licensee from the License Area. Licensee shall pay Licensor, upon demand, the expenses and storage charges incurred for any such property. If Licensee fails to remove Licensee’s property from the License Area, upon the expiration or earlier termination of the Agreement, Licensor may deem all or any part of Licensee’s property to be abandoned and, at Licensor’s option, title to Licensee’s property shall vest in Licensor or Licensor may dispose of Licensee’s property in any manner Licensor deems appropriate.
14. NONDISCRIMINATION. Consistent with Licensor’s policy that harassment and discrimination are unacceptable conduct, Licensee agrees that harassment or discrimination directed toward a City of Calistoga employee, or contractor, or employees, or Licensee’s employee or contractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated.
Licensee agrees that any and all violations of this provision shall constitute a material breach of this Agreement.
15. SUBMISSION OF NOTICES. All notices, demands, requests, consents, or approvals which may or are required to be given by either party to the other shall be in writing and shall be deemed given upon (i) personal delivery or transmission by facsimile or electronic mail (unless delivery occurs on a Sunday or holiday, in which case notice will be deemed given on the next-succeeding business day), or (ii) refusal of delivery during normal business hours when sent by United States Certified or Registered Mail, postage prepaid, or (iii) one business day after deposit with a reputable overnight delivery service at the party’s respective Notice Address(es) Item #6.3.
4906-3722-4588 v4 17
set forth in the Basic License Information. Notwithstanding the addresses provided in this Agreement, any party may from time to time designate an alternate and/or additional address by notice.
16. CONDITION OF LICENSE AREA. The License Area is delivered to Licensee by Licensor “as is, where is,” and, as such, Licensor makes no warranty as to such facilities and property either as to their usability generally or as to their fitness for any particular purpose. No promises of Licensor to alter, remodel, repair or improve the License Area and no representation respecting the condition of the License Area have been made by Licensor to Licensee, except as expressly stated in this Agreement, and Licensor shall have no obligation to repair or maintain License Area.
17. DEFAULT.
17.1 Events of Default. The occurrence of any of the following shall constitute a “Default” by Licensee:
(i) Licensee fails to make any payment of Fees when due, if payment in full is not received by Licensor within five (5) days after written notice that it is past due.
(ii) Licensee violates the restrictions on Transfer set forth in Article 12.
(iii) Licensee ceases doing business as a going concern (provided, however, that Licensee may be open and operating for business with the general public on the days and during the times as the needs of Licensee’s business dictates, in Licensee’s sole discretion); makes an assignment for the benefit of creditors; is adjudicated an insolvent, files a petition (or files an answer admitting the material allegations of a petition) seeking relief under any state or federal bankruptcy or other statute, law or regulation affecting creditors’ rights; all or substantially all of Licensee’s assets are subject to judicial seizure or attachment and are not released within sixty (60) days, or Licensee consents to or acquiesces in the appointment of a trustee, receiver or liquidator for Licensee or for all or any substantial part of Licensee’s assets. (iv) Licensee fails to perform or comply with any provision of this Agreement other than those described in (i) through (iii) above, and does not fully cure such failure within five (5) business days after notice to Licensee or, if such failure cannot be cured within such five (5) business-day period, Licensee fails within such five (5) business-day period to commence, and thereafter diligently proceed with, all actions necessary to cure such failure as soon as reasonably possible but in all events within sixty (60) days of such notice.
17.2 Remedies. Upon Default by Licensee, Licensor shall, without further notice or demand of any kind to Licensee or to any other person, in addition to any other remedy Licensor may have under this Agreement and at law or in equity, have the ability to immediately terminate the Agreement and Licensee’s right to use the License Area. Upon notice of any such termination, Licensee shall vacate and discontinue its use of the License Area and Licensor may take any and all actions to enforce Licensee’s obligations.
17.3 Licensor’s Right to Perform Licensee’s Obligations. If Licensee is in Default of any of its non-monetary obligations under this Agreement, in addition to the other rights and remedies of Licensor provided herein, then Licensor may at Licensor’s option, but without Item #6.3.
4906-3722-4588 v4 18
any obligation to do so and without further notice to Licensee, perform any such term, provision, covenant or condition or make any such payment and, except in the case of its gross negligence or willful misconduct, Licensor by reason of doing so shall not be liable or responsible for any loss or damage thereby sustained by Licensee. If Licensor performs any of Licensee’s obligations hereunder in accordance with this Section 17.3, the reasonable costs and expense incurred or the payments so made shall be immediately be owed by Licensee to Licensor, and Licensee shall promptly pay to Licensor upon demand, as Additional Fees, the full amount thereof with interest thereon from the day of payment by Licensor the lower of ten percent (10%) per annum, or the highest rate permitted by applicable law.
17.4 Severability. This Article 17 shall be enforceable to the maximum extent such enforcement is not prohibited by applicable Law, and the unenforceability of any portion thereof shall not thereby render unenforceable any other portion.
18. WAIVER OF RELOCATION ASSISTANCE. Except in the event of a taking of the License Area by or under the threat of eminent domain, Licensee acknowledges that upon the expiration or earlier termination of the Term it will not be a displaced person or business and therefore waives any and all rights, benefits or privileges of the California Relocation Assistance Law, California Government Code Sections 7260 et seq. or under any similar state or federal law, statute or ordinance now or hereinafter in effect.
19. MISCELLANEOUS.
19.1 Entire Agreement. This Agreement, including all exhibits hereto, constitutes all of the covenants, conditions and agreements between and among the parties and shall supersede all prior correspondents, agreements and understandings, both verbal and written.
19.2 Amendments. This Agreement may be amended or modified only by a written instrument executed by Licensor and Licensee.
19.3 Severability. If any provision of this Agreement, or its application to any person or circumstance, is held invalid by any court, the invalidity or inapplicability of such provision shall not affect any other provision of this Agreement or the application of such provision to any other person or circumstance, and the remaining portions of this Agreement shall continue in full force and effect, unless enforcement of this Agreement as so modified by and in response to such invalidation would be unreasonable or grossly inequitable under all of the circumstances or would frustrate the fundamental purposes of this Agreement. Without limiting the forgoing, if any applicable federal or state law prevents or precludes compliance with any material term of this Agreement, the parties shall promptly modify, amend, or suspend this Agreement, or any portions of this Agreement, to the extent necessary to comply with such provisions in a manner which preserves to the greatest extent possible the benefits to each of the parties to this Agreement before such conflict with federal or state law.
19.4 Incorporation of Exhibits and Recitals. The exhibits and recitals to this Agreement are incorporated into this Agreement by this reference.
19.5 Broker’s Commissions. Licensor and Licensee each represents and warrants to the other that neither it nor its officers or agents nor anyone acting on its behalf has dealt with any real estate broker in the negotiating or making of this Agreement. Each party agrees to indemnify and hold harmless the other from any claim or claims, and costs and Item #6.3.
4906-3722-4588 v4 19
expenses, including attorneys’ fees, incurred by the indemnified party in conjunction with any such claim or claims of any other broker or brokers to a commission in connection with this Agreement as a result of the actions of the indemnifying party.
19.6 Attorneys’ Fees. In the event either party to this Agreement institutes an action, arbitration or proceeding to interpret or enforce any of the terms hereof, or to obtain money damages the prevailing party shall be entitled to recover from the other, in addition to costs and judgment as ordered by the court, its reasonable attorneys’ fees, together with out-of-pocket expenses.
19.7 Access by Licensor. In addition to access provided by this Agreement, Licensor shall be allowed access to the License Area at all reasonable times throughout the term of this Agreement, for any reasonable purpose upon prior written notice to Licensee. Licensor will normally give Licensee a minimum of twenty-four (24) hours prior notice of an intention to enter the License Area, unless the entry is reasonably required on an emergency basis for safety, environmental, operations or security purposes. Licensee shall ensure that a telephone roster is maintained at all times for on-call persons representing Licensee who will be available on short notice, twenty-four (24) hours a day, three hundred sixty-five (365) days per year, and have authority to use all keys necessary to gain access to the License Area to facilitate entry in time of emergency. Licensee shall ensure that Licensor has a current roster of such on-call personnel and their phone numbers. Licensee shall not change any existing locks, or attach any additional locks or similar devices to any door or window, without providing to Licensor one set of keys therefor. All keys must be returned to Licensor at the expiration or termination of this Agreement.
Licensee shall have no claim against Licensor for exercise of its rights of access hereunder.
19.8 OFAC Certification. Licensee represents, warrants and covenants that:
(a) Licensee and its principals are not acting, and will not act, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated and Blocked Person” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control; and (b) Licensee acknowledges that the breach of this representation, warranty and covenant by Licensee shall be an immediate Default under the Lease.
19.9 Certified Access Specialist Disclosure. In accordance with Civil Code Section 1938, Licensor hereby discloses that the License Area has not undergone inspection by a Certified Access Specialist for purposes of determining whether the property has or does not meet all applicable construction related accessibility standards pursuant to Civil Code Section
55.53. 19.10 Rules and Regulations. Licensee shall faithfully observe and comply with the non-discriminatory Rules and Regulations, as the same may be modified from time to time by Licensor. Any additions or modifications to Rules and Regulations shall be binding upon Licensee upon Licensor’s delivery of a copy to Licensee.
19.11 Further Assurances. All parties agree to cooperate fully and execute any and all supplementary documents and take all additional actions which may be necessary or appropriate to give full force and effect to the basic terms and intent of this Agreement.
19.12 Time. Time is of essence of every provision herein contained in this Agreement.
Item #6.3.
4906-3722-4588 v4 20
19.13 Captions. All captions and headings in this Agreement are for the purpose of reference and convenience and shall not limit or expand the provisions of this Agreement.
19.14 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. All actions or proceedings arising directly or indirectly under this Agreement shall be litigated in courts located within the County of Napa, State of California.
19.15 Authority. If Licensee is a corporation, partnership, trust, association or other entity, Licensee and each person executing this Agreement on behalf of Licensee does hereby covenant and warrant that (a) Licensee is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Licensee has and is duly qualified to do business in California, (c) Licensee has full corporate, partnership, trust, association or other power and authority to enter into this Agreement and to perform all Licensee’s obligations hereunder, and (d) each person (and all of the persons if more than one signs) signing this Agreement on behalf of Licensee is duly and validly authorized to do so. Upon execution hereof and at Licensor’s request, Licensee shall provide Licensor with written evidence substantiating the authority of the person(s) executing this Agreement on behalf of Licensee to bind Licensee to this Agreement.
19.16 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, Licensor and Licensee have respectively signed and sealed this Agreement as of the day and year first above written.
LICENSEE:
CALISTOGA COMMUNITY GARDENS, INC.,
a California non-profit public benefit
corporation
By: _________________________________
Name: ______________________________
Title: _______________________________
LICENSOR:
CITY OF CALISTOGA, a California municipal
corporation
By: _____________________________
City Manager
Date: _____________________________
By: _________________________________
Name: ______________________________
Title: _______________________________
Approved as to form:
By: _____________________________
Michelle Marchetta Kenyon
City Attorney
Brian Fennen
President
Brian Fennen (Feb 4, 2026 12:32:43 PST)
Brian Fennen
Item #6.3.
EXHIBIT A
LICENSE AREA
4906-3722-4588 4906-3722-4588 v4v4 Exhibit A Exhibit A
EXHIBIT A
LICENSE AREA
Item #6.3.
ArcGIS Web Map
Pictometry International, The County of Napa, Microsoft, Vantor City_Limits
2/3/2026, 3:17:17 PM
0 0.01 0.02 0.04 mi
0 0.01 0.03 0.06 km
1:1,128
ArcGIS Web AppBuilder
APN 011-260-003
Location is within the parcel for 414 Washington Street - Calistoga, CA Pictometry International, The County of Napa, Microsoft, Vantor | Datasets from numerous sources were used in the modeling process. |
COMMUNITY GARDENS
Item #6.3.
4906-3722-4588 v4 Exhibit B
EXHIBIT B
RULES AND REGULATIONS
Licensee shall faithfully observe and comply with the following Rules and Regulations.
Licensor shall not be responsible to Licensee for the non-performance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of Licensee. In the event of any conflicts between the Rules and Regulations and other provisions of this Agreement, the latter shall control.
1. Licensor shall have the right to control and operate the public portions of the License Area and the public facilities, as well as facilities furnished for common use of other the licensees or the public, in such manner as it deems best for the benefit of users generally.
2. No advertisements, pictures or signs of any sort shall be displayed on or outside the License Area without the prior written consent of Licensor. This prohibition shall include any portable signs or vehicles placed within the parking lot or on streets adjacent thereto for the purpose of advertising or display. Licensor shall have the right to remove any such unapproved item without notice and at Licensee’s expense.
3. All goods, including materials used to store goods, delivered to the License Area shall be immediately moved into the License Area and shall not be remain outside the License Area overnight.
4. Licensee is responsible for the storage and removal of all trash and refuse. All such trash and refuse shall be contained in suitable receptacles stored behind screen enclosures at locations approved by Licensor.
6. Licensee hereby acknowledges that Licensor shall have no obligation to provide guard service or other security measures for the benefit of the License Area. Licensee hereby assumes all responsibility for the protection of Licensee and its agents, employees, contractors, invitees and guests, and the property thereof, from acts of third parties, including keeping doors locked and other means of entry to the License Area closed.
7. No Licensee shall use or permit the use of any portion of the License Area for living quarters, sleeping apartments or lodging rooms.
8. Licensee, Licensee’s agents, employees, contractors, licensees, or visitors shall not park any vehicles in driveways, service entrances, or areas posted as no parking.
9. If the License Area are or become infested with vermin as a result of the use or any misuse or neglect of the License Area by Licensee, its agents, employees, contractors, visitors or licensees, Licensee shall forthwith, at Licensee’s expenses, cause the same to be exterminated from time to time to the satisfaction of Licensor and shall employ such licensed exterminators as shall be approved in writing in advance by Licensor.
10. No smoking is permitted on or about the License Area.
Item #6.3.
4906-3722-4588 v4 Exhibit B
11. Licensor reserves the right to exclude from the License Area any person who, in the judgment of Licensor, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of these Rules and Regulations.
12. Licensor reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in Licensor’s judgment may from time to time be necessary for the management, safety, care and cleanliness of the License Area, and for the preservation of good order therein, as well as for the convenience of other users thereof. Licensor may waive any one or more of these Rules and Regulations for the benefit of any particular user, but no such waiver by Licensor shall be construed as a waiver of such Rules and Regulations in favor of any Licensee, nor prevent Licensor from thereafter enforcing any such Rules and Regulations against Licensee.
Licensee shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition to its use of the License Area.
Item #6.3.
EXHIBIT C-1
Calistoga Community Garden 2024 Procedures
4906-3722-4588 4906-3722-4588 v4v4 Exhibit Exhibit CC-1-1 EXHIBIT C-1
Calistoga Community Garden 2024 Procedures
Item #6.3.
CALISTOGA COMMUNITY GARDEN
2023 PROCEDURES
1. REGISTRATION: Applications for garden plots for the
calendar year (January 1 through December 31) may be obtained from the Board and are due January 10. Garden plots will be assigned on a first come first served basis, with preference given to gardeners in good standing from the previous year. Returning gardeners must submit an application by December 15 in order to retain their current garden plots. Requests for change in size and location of plots will be accommodated as much as possible.
Garden Members must be residents of the City of Calistoga, and are limited to one plot per household.
2. FEES: An annual use fee and a deposit fee must be submitted with the application. Most of the garden plots are 10’x10’.
However, there are a few 10’x20’ plots available.
Plot size Use Fee
10x10 $50.00
10x20 $75.00
NEW MEMBER FEE $50.00
Plot fees are determined annually and cover basic operating and maintenance costs of the garden. If a garden plot is not available for a gardener for any reason, fees submitted with the application will be refunded.
3. PRIMARY GARDENER: The person signing the Agreement
(Member/plot holder) must be the primary gardener who plants, tends, and harvests the plot. In case of extended absences, such as vacation or illness, arrangements must be made for temporary care of the plot. Let a Board Member know who will be responsible for the garden in your absence in case a problem arises.
Item #6.3.
Should a plot holder be forced to give up a plot for whatever reason, the plot will be made available to the next person on the waiting list. Plot holders may not reassign or sublet a plot. Anyone wishing to abandon a plot must notify the Board of Directors thirty days advance.
4. NON-COMPLIANCE WITH RULES: In the event of noncompliance with the Community Garden Rules and Procedures, this procedure will be followed:
a. The Community Garden Board of Directors will attempt to issue a verbal or written warning to the individual.
b. If, at the end of thirty (30) days from attempted notice, the problem has not been resolved, use of the garden plot will be revoked, and the plot will be reassigned to the next person on the waiting list. Fees will not be refunded.
c. A second violation or theft/damage of produce, plants or other property will be cause for immediate revocation of gardening privileges, with reassignment of the plot to the next person on the waiting list. Fees will not be refunded.
5. COMMUNICATIONS: The Board will conduct a general
membership meeting in the spring of each year. Other meetings may be held as needed. Plot holders will be notified of meetings by phone call, text, or email.
6. COMMUNITY GARDEN BOARD: The Community Garden
Board is operated by a Board of Directors. Three of the Directors must be plot holders in the year elected and during the year while serving on the Board. One or two Board Members will be from the community at large and not be a plot holders. Board members have duties and responsibilities to the Community Garden, but no special privileges.
Item #6.3.
The Board Officers shall be: President, Vice President, Treasurer, Secretary, Garden Member(s)-at-Large, Community Member(s)-atlarge.
Board Members will be elected annually by the current year members and Board Members to serve a one-year term. The current year Board will conduct an election in November for the following year Board Members. The Board shall meet a minimum of twice yearly, with special meetings as needed to act on noncompliance with Rules incidents.
The Board of Directors shall be responsible for the operation of the Community Garden. Board duties will include, but not be limited to:
a. Maintain financial health of the garden.
b. Enforce rules and policies of the garden. The Board may make changes in the Garden Rules, subject to approval by the City of Calistoga.
c. Identify garden maintenance needs.
d. Perform community outreach: distribute information about the garden.
e. Conduct meetings to accomplish these duties and any other duties needed to serve the needs of plot holders.
f. Report to the City of Calistoga on an annual basis.
g. Encourage and/or create and coordinate educational programs.
7. END-OF-SEASON CLEAN-UP: Plot holders must remove all dead plant material by December 15, and any improvements, equipment, other debris by December 21 unless they have applied for and been allocated the same plot for the following year. Soil does not need to be turned but root masses should be removed with the plants. Failure to leave the plot in acceptable condition will result in forfeiture of the plot.
Item #6.3.
EXHIBIT C-2
Calistoga Community Garden 2024 Rules
4906-3722-4588 4906-3722-4588 v4v4 Exhibit Exhibit CC-2-2 EXHIBIT C-2
Calistoga Community Garden 2024 Rules
Item #6.3.
CALISTOGA COMMUNITY GARDEN
2023
RULES
The Calistoga Community Garden is an independent non-profit organization tasked with overseeing a community garden on property provided by the City of Calistoga. We provide an opportunity for Calistoga residents to participate in the recreational activity of organic gardening and to share gardening knowledge with others in the community. The Community Garden is located at the lower end of Washington Street near the Vine Trail Bicycle Path, and shares a parking lot with the Calistoga Little League, and the Franquelin Dog Park.
In any group endeavor, the individual must adjust their behavior to accommodate the function of the group. Community gardening is no exception, so we have rules. These rules are sanctioned and enforced by the Calistoga Community Garden Board. Failure to observe the garden rules may result in loss of gardening privileges and forfeiture of fees paid. If you have questions about any of the rules, it is your responsibility to contact a Board Member for clarification.
1. Garden Plots: Each garden plot is assigned to a primary gardener Member, and optionally, one gardening partner Garden plots are limited to one plot per Calistoga household. A waiting list is maintained year-round.
2. Garden Season: Plots will be assigned for the calendar year (January – December). Plots must be planted by May 30. If your plot is not planted by May 30, use of your plot may be revoked, without refund, and be reassigned to the next person on the waiting list. Garden plots must be cleared of dead plant material by December 15. Personal items and improvements must also be removed unless you have applied for, paid for, and been allotted the same plot for the following year.
3. Hours: Hours are dawn to dusk. The gate will be kept locked to discourage vandalism. Do not share your key or lock combination with others as this would compromise the garden’s security for other gardeners.
4. Personal Conduct: The Community Garden is by nature a co-operative venture of the plot holders. Please conduct yourself in a manner that is considerate of others and of maintaining a tranquil atmosphere in the garden. Loud, offensive, or boisterous activity is not allowed. The behavior of family members and friends is the plot holder’s responsibility. Do not trespass on other garden plots. Possession or consumption of alcoholic beverages or recreational drugs is prohibited within the Community Garden. Smoking is not allowed in the Community Garden.
5. Guests and Pets: Guests must be accompanied by a plot holder. Pets are allowed in the garden as long as they are leashed and in control of their owner, not entering others plots, and not making excessive noise. Any plot holder may Item #6.3.
ask a pet owner to leave the garden if the pet’s behavior is bothersome to the plot holder. Pet owners are required to clean up after their pets.
6. Plantings: Gardeners must plant and keep all vegetation within the established plot boundaries. Tall plants such as corn and sunflowers must be located such that they do not shade adjoining garden plots. No plants are to protrude into pathways.
No trees may be planted in the garden plots. Plants that have invasive root systems, that spread and cannot be contained, such as raspberries, blackberries, mint family, or wisteria are not allowed. Certain plants are poisonous, especially for children; do not plant them in the Community Garden. If you have any questions whether a plant falls into one of these categories, present your question to the Board for research or a decision. Plants or produce grown in the garden are considered to be for the plot holder’s consumption, and cannot be sold to others.
7. Weeds: Garden plots must be kept free from weeds, rotting vegetation, and refuse; this includes all adjoining walkways. It is your responsibility to maintain the walkways adjacent to your plot so that gardeners can move freely between plots. Your specific paths to maintain are the ones on the border of your plot, and the center path bordering your plot. Weeds and water usage must be kept under control at all times so as not to cause damage to adjacent plots. Pull weeds BEFORE they drop seed. This will benefit your plot and those around you. Only use Garden approved non-toxic organic herbicides and pesticides.
8. Water and Electricity: Water is provided by the City of Calistoga, and is a precious resource that gardeners must conserve. Lighting and electricity to lower Washington Street is provided by Calistoga Little League. To conserve water, a drip irrigation system is used to distribute the water. A primary loop is provided throughout the garden. Individual plot holders must tie into this system and provide their own tubing, connections and heads to extend water distribution about their plot. The drip irrigation system runs on a timer. If you have issues with the amount of water flow your plot receives, contact a Board member, and they will determine if adjustments can be made to resolve this issue. Only 1/2 GPH pressure-compensating emitters are allowed. Garden hoses, soaker hoses, and spray emitters are NOT allowed. Please use the watering cans for spot watering. Remember, DRIP IRRIGATION ONLY!
9. Fertilizers and Soil Amendments: Use of fertilizer material or tillage methods harmful to humans, the soil structure, fertility, or soil micro-organisms is not acceptable. No grass clippings are to be brought into the garden due to the possibility of accidental introduction of weeds, Bermuda grass, etc.
Item #6.3.
ACCEPTABLE: Cottonseed, blood, bone, horn, or hoop meals, kelp, manure, compost, liquid fish or seaweed, bacillus,
thruigiensis, soap spray, pepper and onion spray, sulphur, wood ashes, sour milk solution, traps, tanglefoot,
marigolds, netting, lady bugs, lace wings, and similar nontoxic fertilizers and soil amendments.
NON ACCEPTABLE: Toxic substances such as ammonium sulphate, muriate of potash, upperphosphate highly soluble
chemical fertilizers, rotenone, pyrethium, servin,
malathion, diazinon, and nicotine sulfate.
10. Rodent Control: No toxic substances may be used for rodent control.
11. Composting: You may maintain a small compost plot within your garden plot.
A central compost system has been established. Compostable materials (green, not woody) should be placed in the large bin (#1). Please read “Composting Instructions” on the bulletin board and follow them.
12. Improvements: You may raise the height of your garden plot up to 18 inches.
The boards you install must not be pressure-treated lumber. You may install removable posts, trellises, and other supports within your garden plot. You may bring tools and supplies and take them home with you or store them in your garden. Improvements to individual gardens such as storage boxes, trellises, shade devices, raised beds, the construction of the bed boundaries must comply with the standard established by the Board. Improvements, with the exception of perimeter boards, should be removed when you give up your plot.
13. Refuse: There is no trash service at the Garden. All of your trash and leftover materials should be taken home to be disposed of. You may temporarily leave extra plants, tomato cages, and other garden materials that are in good condition for others to take and use. However, if not used by others within 2 weeks, please remove from the site.
14. Personal Property: Plants, produce, supplies and tools supplied by a gardener for their garden are to be considered the personal property of the gardener. At no time should plants, cuttings, produce, supplies or tools be removed or borrowed from another gardener’s plot without their specific permission. Your materials and supplies shall be kept within your garden perimeter.
15. Vehicles: No automobiles, trucks, or motorcycles are allowed in the garden.
Use the wheelbarrow or cart provided by the Garden to transport materials from the garden gate to your plot. They are never to leave the garden.
16. Parking: Parking is available next to the garden.
Item #6.3.
17. Security: Each plot holder will be given a key or the combination to the gate.
The gate may be left unlocked while there are gardeners in the garden. The last gardener to leave must lock the gate. Never give your key/combination to anyone who is not a registered plot holder.
18. Public Display: No advertising shall be exhibited and no solicitation or sales may be made on the grounds without permission of the Community Garden Board. No decorations or banners may be erected without approval of the Community Garden Board.
19. Shade: We plan to provide a shaded area in the future. In the meantime, please take care not to get overheated on those hot summer days. The water from the faucets is the same potable city water supplied to homes and businesses in Calistoga. You can refill your personal water bottle at the Garden if needed.
20. Garden Cleanup Obligation: Members are required to maintain the pathways adjacent to your plot free from weeds. Members are requested and encouraged to attend scheduled garden clean-up days or to clean up the common areas on your own time.
President and Garden Member, Brian Fennen
Vice President and Community Member, Erika Pusey
Treasurer and Community Member, Mary Ann Duncan
Secretary and Garden Member, Anna Grajeda
Garden Member, Gerry Turgeon
BCF 2023
Item #6.3.
EXHIBIT C-3
Calistoga Community Garden 2026 Application
4906-3722-4588 4906-3722-4588 v4v4 Exhibit Exhibit CC-3-3 EXHIBIT C-3
Calistoga Community Garden 2026 Application
Item #6.3.
CALISTOGA COMMUNITY GARDEN
PO Box 453, Calistoga, CA 94515
2026 MEMEBERSHIP APPLICATION (New or Returning)
DUE November 19, 2025
Garden Plot Number: ___________
Name of Gardener: ________________________________________________________________ Calistoga Street Address (required): ___________________________________________________ Mailing Address (if different): ________________________________________________________ _______________________________________________________________________________ Phone Number: ________________________ E-mail: ___________________________________ Gardening Partner (family member or friend who will be sharing your plot):
Name: ________________________________________________________________________ Annual Garden Fee ……………………….……………..……….….. $ 50 (10’x10’) or $ 75 (10’x20’) NEW Member Fee (first year only) …..……………………………. $ 50 Total amount due for 2026 ………….……….…………................. $ _________________ Please enclose your check made payable to: Calistoga Community Garden.
Can we make your phone number and/or email available to other gardeners on the Community Garden Membership listing? phone email no
My purpose for renting a Garden plot is to experience growing organic produce and/or flowers. I will abide by the Community Garden Rules and Procedures. I will not sell any plants or produce grown in the Garden for any purpose. I (and my garden partner) will prepare, weed, and maintain my garden plot in good condition. I will not allow others to prepare, maintain, or harvest my garden plot. I will not prepare, maintain, or harvest garden plots other than my own. I agree to keep my plot and adjacent pathways neat and mostly free from weeds. I will not use any chemical pesticides, herbicides, or insecticides. I understand that the annual plot renewal fee is due on November 19. I understand that my plot will be considered abandoned if fees are not paid. I understand that my plot will be considered abandoned if I have not planted it by May 30. I understand that abandoned plots will be rented to new members. I understand that my plot must be cleared of dead plants by December 15. I agree to contribute some of my time at the Calistoga Community Garden to help keep the common areas and pathways weeded, neat, and free from trash and debris. I hereby release, indemnify, and hold harmless the City of Calistoga (City), its representatives, agents, and employees, and the Calistoga Community Garden, Inc. (Garden) and its members and board members from, and specifically waive any claim I may hereafter acquire, for personal injury, including death, or damage to or the loss of personal property arising from my use and occupancy of the Community Garden.
I accept financial responsibility for the damage or loss of City and Garden premises or equipment caused by my use of the Community Garden, including the cost of repair or replacement of same. I HAVE CAREFULLY READ THIS AGREEMENT AND FULLY UNDERSTAND ITS CONTENTS. I AM
AWARE THAT THIS IS A RELEASE OF LIABILITY AND A CONTRACT BETWEEN CALISTOGA COMMUNITY GARDEN, INC. AND ME.
Signature of Applicant: ____________________________________ Date: ________________________
Please return this form and the completed ballot in the self-addressed stamped envelope provided. For questions, please call or text Erika Pusey at 536-3427 or email her at [email protected]. Thank you.
Fee Paid__________ Receipt #: __________ Approved by: ____________ Date: ______________ Item #6.3.
License Agreement - Community Gardens
Final Audit Report 2026-02-04
Created: 2026-02-04
By: Rachel Melick ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAA2b9tcFsAO6oYhvXryo6xyJ9CYggiupFL "License Agreement - Community Gardens" History
Document created by Rachel Melick ([email protected]) 2026-02-04 - 6:05:37 PM GMT
Document emailed to Brian Fennen ([email protected]) for signature 2026-02-04 - 6:05:48 PM GMT
Email viewed by Brian Fennen ([email protected])
2026-02-04 - 7:40:54 PM GMT
Document e-signed by Brian Fennen ([email protected])
Signature Date: 2026-02-04 - 8:32:43 PM GMT - Time Source: server Agreement completed.
2026-02-04 - 8:32:43 PM GMT
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 Regular Meeting - Feb 17 2026
Subject: Award Phase 1 - Automatic Water Meter Replacement Project, to Phoenix Water Solutions to complete installation.
DESCRIPTION:
Authorizes a not-to-exceed construction cost of $517,910 to complete the Phase 1 – Automatic water meter replacement project installation. This price includes authorizing the City Manager to award Phoenix Water Solutions, the lowest bidder, the contract for the base bid amount of $470,827.41 and allocates an additional $47,082.59 (10%) contingency for change orders, allowing the Public Works Director to negotiate change orders within this amount.
RECOMMENDATION:
Consider Adopting the Resolution
SUMMARY:
Phase 1 of the Automatic Meter Read Replacement Project will convert 779 remaining manual-read domestic water meters—nearly half of the City’s total meters—to current remote-read smart meter technology. This phase is a critical step toward the City’s goal of implementing monthly water and sewer billing for all utility customers. Currently, only commercial customers are billed monthly, while residential customers are billed every two months due to the time required for staff to manually read the old meters.
The project includes the purchase of all necessary equipment; cleaning and preparation of meter boxes; removal of outdated equipment; service line elevation adjustments as needed; and installation of new meters (30%) and registers (70%). Converting these meters to current remoteread smart meter technology will reduce Public Works staff time spent manually reading meters, streamline utility billing processes, improve utility cash flow, and reduce customer confusion. The WaterScope monitoring software provided with the new meters will benefit both the City of Calistoga and its water customers by enhancing system monitoring, improving data accuracy, leak detection, water loss, and increasing visibility into daily water usage.
The future Phase 2 of the Automatic Meter Read Project is anticipated as a proposed capital project that staff will bring forward to City Council for consideration next fiscal year (FY 2026/27). Phase 2 would replace approximately 400 existing, over–decade-old automatic meter read registers with new, current remote-read/smart-read technology. This phase would complete the system-wide meter upgrade and allow all utility customers access to a web-based platform with detailed daily water use information on their mobile phones.
Item #6.4.
ANALYSIS:
The timeline for this project has been as follows:
1. May 15, 2025 – Staff advertised a request for proposal to firms to prepare bid documents to replace existing manual read meters with automatic read meters.
2. July 22, 2025 – City Council awarded EKI contract for not-to-exceed amount of $43,000 to complete the bid package.
3. December 19, 2025 – City bid the project.
4. January 21, 2026 - City opened bids.
5. February 17, 2026 – City requests a construction award to Phoenix Water Solutions.
The city received eight bids as summarized below (Engineer’s Estimate for the project was ($561,000):
Phoenix Water Solutions $470,827.41
Lafleur Engineering, Inc. $576,533.00
Covenant Technical Solutions, Inc. $585,185.00
Volition, Inc. $622,328.14
Precision Excavating $689,222.00
Piazza Construction $698,620.00
Bear Mountain Construction $801,316.26
W.R. Forde Associates, Inc. $898,856.00
Phoenix Water Solutions was identified as the apparent low bidder. Staff reviewed the bid, conducted due diligence, and completed reference checks. Based on this review, staff recommend that the City Council find Phoenix Water Solutions to be the lowest responsive and responsible bidder and award the contract accordingly.
Staff anticipate work being completed this summer and monthly billing being implemented in the fall of 2026.
FINANCIAL IMPACT:
The City Council approved the FY 2025/26 project budget for the Water Meter Replacement Project under Account No. 112-4131-5476-94915 that had a total project budget of $500,000. The total project cost, including design documents and construction is: $560,910. Staff are requesting a budget adjustment in the amount of $60,910 be made to cover the Phase I project costs. Staff recommend utilizing unused funds from the Kimball Intake and Drain Valve project, budget of $300,000, Account No. 112-4132-5426-94915. Sufficient funds are available in this account that will not be used in FY 2025/26 and can be transferred to the Water Meter Replacement Project account to cover the additional project costs.
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):
Water Meter Replacement Project Reso Attach 1
No. 2 Contract for Construction with Phoenix Water Solutions Item #6.4.
APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Feb 05 2026 Mitch Celaya, Interim City Manager Approved - Feb 10 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Feb 10 2026 Item #6.4.
RESOLUTION 2026-XXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY OF
NAPA, STATE OF CALIFORNIA, AWARDING CONSTUCTION WORK FOR PHOENIX WATER SOLUTIONS TO COMPLETE THE PHASE 1 WATER METER REPLACEMENT PROJECT.
WHEREAS, the Water Meter Replacement Project will update the remaining 779 analog water meters to Metron Farnier Prizm Smart meters and registers, to maximize efficiency and align with the City’s plan to switch to monthly water billing.
WHEREAS, the project includes the purchase of all necessary equipment; cleaning and preparation of meter boxes; removal of outdated equipment; service line elevation adjustments as needed; and installation of new meters (30%) and registers (70%).
WHEREAS, the Waterscope monitoring software provided with the new meters will benefit both the City of Calistoga and its water customers by enhancing system monitoring, improving data accuracy, leak detection, water loss, and increase visibility into daily water usage.
WHEREAS, the future Phase 2 of the Automatic Meter Read Project is anticipated as a proposed capital project that staff will bring forward to City Council for consideration next fiscal year (FY 2026/27). Phase 2 would replace approximately 400 existing, over–decade-old automatic meter read registers with new, current remoteread/smart-read technology.
WHEREAS, previously on July 22, 2025 the City Council awarded EKI contract for not-to-exceed amount of $43,000 to complete the design documents and bid package to complete the meter replacements
WHEREAS, on January 21, 2026, the City received and opened eight bids and the apparent low bidder was Pheonix Water Solutions, with the base bid in the amount of $470,827.41; and staff recommends a contract be awarded to Pheonix Water Solutions for its base bid in the amount of $470,827.41 and have determined Pheonix Water Solutions to possess the required license(s) for this Project and is otherwise qualified to perform the Project in accordance with the Contract documents; and WHEREAS, staff recommends the City Council approve a total not to exceed construction budget in the amount of $517,910 that includes contract award amount of $470,827.41 plus a 10% construction contingency of $47,082.59; and WHEREAS, the City Council approved the FY25/26 project budget for the Water Meter Replacement Project under Account No. 112-4131-5476-94915 in the amount of $500,000. The total project cost including design documents and construction is:
$560,910. Staff are requesting a budget adjustment in the amount of $60,910 be made to cover the Phase I project costs. Staff recommend utilizing unused funds from the Kimball Intake and Drain Valve project, budget of $300,000, Account No. 112-4132- 5426-94915. Sufficient
Item #6.4.
Resolution 2026-XXX
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES HEREBY find the following:
1. The bid from Pheonix Water Solutions is the lowest responsive and responsible bid and the City hereby waives any and all minor bid irregularities.
2. Approves a construction budget not to exceed $517,910 that includes a 10% contingency for change orders of $47,082.59; and allows the Public Works Director to negotiate change orders within this amount.
3. Authorizes the City Manager to award the construction contract to Pheonix Water Solutions for its base bid in the amount not to exceed $470,827.41 for completion of the Water Meter Replacement Project conditioned upon Pheonix Water Solutions providing all documents in satisfaction of the bid award requirements.
4. Approves budget adjustment in the amount of $60,910 from unused funds in the Kimball Intake and Drain Valve project, Account No. 112-4132-5426- 94915 to the Water Meter Replacement Project Account No. 112-4131-5476- 94915.
PASSED, APPROVED AND ADOPTED this the 17th day of February , 2026. 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 #6.4.
CONTRACT FOR CONSTRUCTION
2025-2026 WATER METER REPLACEMENT PROJECT, PROJECT NO. 25-5563 THIS CONTRACT FOR CONSTRUCTION is made and entered into this ____ day of ___________, 2026 by and between the City of Calistoga, a municipal corporation, (hereinafter referred to as “City”) and Phoenix Water Solutions, a Arizona Corporation, located at 1606 E University Dr, Suite 109, Phoenix, AZ 85034, (hereinafter referred to as “Contractor”).
The City and the Contractor agree as follows:
(1) CONTRACT SUM: The City agrees to pay, and the Contractor agrees to accept, in full payment for the above work, the sum of Four Hundred Seventy Thousand Eight Hundred Twenty-Seven Dollars and Forty-One Cents ($470,827.41) is to be paid in accordance with the Contract Documents. (2) COMPLIANCE WITH LAW: The City is a public agency. All provisions of law applicable to public contracts are a part of this contract to the same extent as though set forth herein and will be complied with by the Contractor.
(3) CONTRACT DOCUMENTS: The following Contract Documents relating to this Contract for Construction are hereby made a part of and incorporated by reference into this Agreement: The Notice Inviting Bids, Information for Bidders, Contract Proposal, Faithful Performance Bond, Labor and Materials Payment Bond, General Conditions, Supplemental Conditions, Special Provisions, Technical Specifications, State of California Department of Transportation Standard Plans and Specifications, 2025 edition, City of Santa Rosa Design and Construction Standards, most recent version, the Project Plans, duly issued addenda, duly Issued interpretations, approved change orders, preliminary construction schedule, Contractor’s guarantee and bond, and supplemental agreements, certifications, and endorsements applicable to this work, with all modifications incorporated in said documents prior to receipt of the Contract Proposals. Any work called for in one contract document not mentioned in another is to be performed and executed the same as if mentioned in all Contract Documents.
This Agreement (including all documents referred to above and incorporated herein) represents the entire and integrated Agreement between City and Contractor for the Project and supersedes all prior negotiations, representations, or agreements, either written or oral.
This document may be amended only by written instrument, as provided in the General Conditions.
Contractors are required by law to be licensed and regulated by the Contractor’s State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four years of the date of the alleged violation.
Document Ref: 7GUTN-GTZYM-GVPZL-V5TWV Page 3 of 4
ATTACHMENT 2
Item #6.4.
A complaint regarding a latent act or omission pertaining to structural defects must be filed within 10 years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O. Box 26000, Sacramento, California 95826.
(4) INDEMNIFICATION: 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.
This Agreement is effective upon approval by the City Council, execution by the Contractor and concurrence by the Agency’s designated representative.
CITY OF CALISTOGA ___Phoenix Water Solutions,
a Arizona Corporation
By: By:
Mitchell J. Celaya, III, Interim City Manager (Authorized Representative of Contractor) Dated: ________________________ Printed Name: ____________ ATTEST: Title:
(Attach Acknowledgment for Authorized
Representative of Contractor)
_____________________________
Yudiana Galvan, City Clerk Date: __________________ _______ (Contractor signatures must be notarized.)
APPROVED AS TO FORM:
______________________________
Michelle Kenyon, City Attorney
Kyler Colin
Chief Executive Officer
01 / 29 / 2026
Document Ref: 7GUTN-GTZYM-GVPZL-V5TWV Page 4 of 4
Item #6.4.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Sheli Wright, Fairgrounds Revitalization Director Meeting: City Council Regular Meeting - Feb 17 2026
Subject: RV House & East Entrance Sewer Installation
DESCRIPTION:
Consider adopting a resolution authorizing the City Manager to award a purchase order to Dennis E.
Watson General Engineering Contractor for a total amount not to exceed $74,170.
RECOMMENDATION:
Consider Adopting the Resolution
SUMMARY:
Authorizes the City Manager to award a purchase order in the amount of $67,427.78 with Dennis E.
Watson General Engineering Contractor and authorize a contingency of 10% for change orders not to exceed a total cost of $74,170, and authorizes the Fairgrounds Revitalization Director to negotiate and approve change orders as necessary to install a sewer lateral connection to the existing sewer main on North Oak Street and waives any informalities or irregularities in Dennis E. Watson General Engineering Contractor’s bid.
ANALYSIS:
In 2025, in conjunction with the recent development project off Grant Street, deeper sewer lines were installed along N. Oak and Grant Streets near the Calistoga RV Park. This project increased the hydraulic fall available for the sewer at the fairgrounds. Additionally, as part of this development project work, two sewer stubs were constructed for fairgrounds use. One stub is located in accordance to serve the fairgrounds by providing a connection to the RV House and the northeast RV area. The second stub is positioned to allow the RV Park to bypass the northern existing lift stations (RV Park & Tucker lift stations).
At this time, staff is requesting that Council consider an initial sewer project at the RV Park house to allow the first stub adjacent to N. Oak Street to be extended into the RV Park, and connect to the RV Park House. This lateral will be deep enough to allow later connections to the Northeastern area of the RV park.
Both Fairgrounds and Public Works staff agree that this is a foundation project that is needed in order to move forward on the revitalization of the fairgrounds. Public Works staff have fully reviewed the quote from Dennis E. Watson General Engineering and recommend that the City Council award a purchase order to complete the work.
Item #6.5.
The attached resolution will authorize the City Manager to award a purchase order in the amount of $67,427.78 with Dennis E. Watson General Engineering Contractor and authorize a contingency of 10% for change orders not to exceed a total cost of $74,170, to install a sewer lateral near the entrance of the RV park with connection to the existing sewer main on N. Oak Street.
FINANCIAL IMPACT:
The proposed funding for this project is sourced from Fund 177 (AB 1600) and transferred to Fund 170. Because these funds are already dedicated to this type of expenditure, no general fund dollars will be used.
CEQA STATUS:
The proposed project is categorically exempt from the California Environmental Quality Act pursuant to CEQA Guidelines Section 15301 (Existing Facilities). The project involves a minor alteration to existing public utility infrastructure at an existing RV park within the fairgrounds. The project would not expand the use, increase the number of RV spaces, or change the intensity of activities at the site. No exceptions to the categorical exemption apply.
ATTACHMENT(S):
1. Draft Resolution
RV Park Sewer Underground Utility Worksheet
APPROVAL(S):
Rachel Stepp, Deputy City Manager Approved - Feb 06 2026 Connie Cardenas, Admin. Services Director Approved - Feb 06 2026 Mitch Celaya, Interim City Manager Approved - Feb 10 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Feb 10 2026 Item #6.5.
RESOLUTION 2026-XXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY OF
NAPA, STATE OF CALIFORNIA, AUTHORIZING THE INTERIM CITY MANAGER TO AWARD A PURCHASE ORDER IN AN AMOUNT OF $67,427.78 TO DENNIS E.
WATSON GENERAL ENGINEERING CONTRACTOR AND AUTHORIZE A
CONTINGENCY OF 10% FOR CHANGE ORDERS NOT TO EXCEED A TOTAL COST OF $74,170.00 TO EXTEND A SEWER LATERAL FOR THE FAIRGROUNDS WITH CONNECTION TO THE EXHISTING SEWER STUB AT N. OAK STREET.
WHEREAS, the City owns and maintains the Calistoga RV Park at 1601 N.
Oak Street; and
WHEREAS, the existing sewer in the street was redeveloped in 2025, increasing the hydraulic fall available for the fairgrounds, existing RV sites and the RV park house; and
WHEREAS, this purchase order will provide for the N. Oak Street sewer stub to be connected to the RV House and prepare for connection to existing RV Sites at the North East part of the RV Park; and
WHEREAS, staff have reviewed the quote from Dennis E. Watson Engineering and recommends that the City Council award a purchase order to Dennis E. Watson Engineering to complete the work; and
WHEREAS, the proposed project is categorically exempt from the California Environmental Quality Act pursuant to CEQA Guidelines Section 15301. The project involves a minor alteration to existing public utility infrastructure at an existing RV park within the fairgrounds. The project would not expand the use, increase the number of RV spaces, or change the intensity of activities at the site. No exceptions to the categorical exemption apply.
WHEREAS, the project funding for this project is sourced from Fund 77 (AB 1600) and shall be transferred to Fund 70.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES HEREBY find the following:
1. Authorizes the Interim City Manager to execute a purchase order in an amount of $67,427.78 to Dennis E. Watson Engineering to connected to the existing sewer stub for the RV House and North East RV Sites.
2. Approves the Project construction budget of the amount not to exceed $74,170 that includes a contingency of 10% for change orders and authorizes the Fairgrounds Revitalization Director to negotiate and approve change orders, up to the approved construction budget amount.
3. Waives any informalities or irregularities in the Dennis E. Watson Engineering proposal.
Item #6.5.
Resolution No. 2026-XXX
PASSED, APPROVED AND ADOPTED this the 17th day of February 2026. I,
YUDIANA GALVAN, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST: APPROVED:
____________________________ __________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.5.
Reference:
Date:
Job:
Item Description:
Bedding material specifications:
Backfill material specifications:
Pipe Outside Diameter: 6.50 inches
Line item total length: 300.00 feet
60.00 feet
8.00 feet
2.00 feet
Bedding depth: 3.00
Bedding width: 2.00
71.11 cy(trucked) 355.56
Bedding materials needed per day 23.83 ton 119.16 Total Quantity of Bedding Material
66.67 ton 333.33
Total cost of pipe/plumbing materials: $5,499.06
$1,099.81
$65.00
Cost of bedding material per day $1,549.08
Total cost of bedding material $7,745.38
$55.00
Total cost of backfill material per day $3,666.67
Total cost of backfill material $18,333.33 $31,577.78
Hours/Day Hourly Rate Total/Day
Laborer x 2 16.00 85.00 1,360.00
0.00 0.00
0.00 0.00
0.00 0.00
1,360.00 $6,800.00
Hours/Day Hourly Rate Total/Day
16.00 180.00 2,880.00
8.00 150.00 1,200.00
1.00 130.00 130.00
0.00 0.00
0.00 Total/Day 4,210.00 $21,050.00
Other - Lump Sump Only Total
200.00 5.00 1,000.00
1.00 2,500.00 2,500.00
Trench shoring 1.00 2,500.00 2,500.00
Trench Plate rental 6.00 200.00 1,200.00
Mobilization 1.00 800.00 800.00
Total/Day 8,000.00 $8,000.00 Total of Lump Sum Unit
$67,427.78 Total Cost
Cost/Unit $224.76 / linear foot
Total Cost $67,427.78
Total Days Needed to Complete Item: 5.00 day
Comments:
Estimated Costs.
Pipe Specifications:
RV Park Sewer Improvements
Item length, installed per day:
Backfill needed per day(100% import)
Cost of pipe/plumbing materials per day
Does not include conflicts with unmarked utilities.
Total Quantity of Spoils Generated (Trucked)
Labor - Hourly
Underground Utility Worksheet
Cost of bedding material per ton (delivered)
1/22/2026
Total Import Backfill Quantity
Cost of backfill material per ton (delivered)
Trench depth:
5/8" Drain Rock
Class II base rock
Trench width:
Spoils generated per day
Estimated trench depth is approximate and needs to be verified.
Pave trench
Total Cost of Materials
Total Cost of Equipment
Total Cost of Labor
Equipment - Hourly
Total/Day
Backhoe x 2
Dump Truck
Whacker
Sawcut
1/23/2026 10:43 AM 1
Item #6.5.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Michelle Marchetta Kenyon, City Attorney
Meeting: City Council Regular Meeting - Feb 17 2026
Subject: Consideration of a Resolution Appointing Mitchell J. Celaya III as Acting City Manager and Approving the Employment Agreement between the City of Calistoga and Mitchell J. Celaya III; and Consideration of City Manager Ad Hoc Sub-Committee Recommendation to Begin Recruitment for City Manager
DESCRIPTION:
Consideration of a Resolution Appointing Mitchell J. Celaya III as Acting City Manager and Approving the Employment Agreement between the City of Calistoga and Mitchell J. Celaya III; and Consideration of Recommendation of Ad Hoc Sub-Committee to Begin Recruitment for City Manager in Six Months
RECOMMENDATION:
Consider Adopting the Resolution
ANALYSIS:
Following a formal interview process, Mitchell J. Celaya III has been identified by the Council as qualified to perform the duties of Acting City Manager for a one-year term. The Council appointed a City Manager Ad Hoc Sub-Committee, consisting of Mayor Williams and Councilmember Eisenberg, to negotiate the terms of the Agreement with Mr. Celaya. In addition, the Ad Hoc Sub-Committee is recommending that the Council begin a recruitment conducted by the Human Resources Manager for a permanent City Manager within 6 months.
Mr. Celaya has over twenty years of management and executive management experience, 15 years as Chief of Police. Twelve years as Chief of Police in Calistoga, he has provided leadership, managed day-to-day operations, developed department budgets, drafted and implemented policies, managed personnel issues, directed staff, established department values, and implemented department Mission, Goals, & Objectives. Mr. Celaya, as Chief of Police, provided the City leadership and provided direction during critical times and emergencies experienced by the City.
This included leading the City through Covid by developing policies and protocols. He led the City during times of fire disasters impacting the City, two of which resulted in evacuations of the City where he managed and coordinated evacuations with the County, State, and allied agencies. Mr.
Celaya is an active member of the community, being involved in community and non-profit organizations serving the community.
This past year, as Assistant City Manager, he provided assistance to Department Directors and their departments in accomplishing their projects and achieving their objectives. He has demonstrated his experience in negotiating contracts and agreements to benefit the City and community. Mr. Celaya Item #8.1.
has demonstrated his ability to bring people together to reach consensus and agreement to move projects forward or address complaints.
A copy of Mr. Celaya’s resume is attached
FINANCIAL IMPACT:
The proposed contract with Mitchell J. Celaya III to serve as the Acting City Manager includes the following provisions related to compensation and benefits:
Compensation. The proposed employment begins effective February 18, 2026 with an annual salary of Two Hundred Ninety Thousand Dollars ($290,000) (or a monthly base salary of $24,166.67) payable in installments at the same time that the other Department Directors of the City are paid.
Medical, Disability and Life Insurance. The proposed contract provides Employee same insurance benefits including but not limited to life, health and dental coverage, long term disability at a level that is equal to the highest level provided to Department Directors and in the same manner provided to other Department Directors and consistent with applicable law. Fringe and other Benefits. The proposed contract provides the same benefits accorded City Department Directors. In the event that there is a difference among such benefits, rights and privileges provided to Department Directors, the Acting City Manager shall be entitled to the highest level of benefit provided to Department Directors in each category consistent with the law.
Leaves. The proposed contract provides Mr. Celaya with all other leaves in the same manner provided to other Department Directors as set forth in the unrepresented employees’ salary and benefits resolution and Department Director employment agreements as permitted by law, and under the same rules and provisions applicable to other Department Directors. This includes any leave buy-back programs. The Acting City Manager shall be entitled to the highest level of benefit provided to other Department Directors regardless of the number of years of service with City in each category of leave (including leave buy-back) consistent with the law. Additionally, upon termination of this Agreement or resignation, the Acting City Manager shall be paid for all accrued and unused leaves. Retirement.. Mr. Celaya will be enrolled in membership with the California Public Employees’ Retirement System (“CalPERS”) for non-safety employees. Mr. Celaya will be responsible for the full member contribution and the City will be responsible for the employer contribution. Mr. Celaya will also be able to annually contribute to a retirement plan of his choosing. The annual amount shall be the Federal maximum of a 457(b) plan catch-up deferral limits for a 457(b) plan for those over age 50. The proposed contract requires the City to provide a matching contribution to the Acting City Manager’s 457(b) plan account. Severance. If Mr. Celaya is terminated without cause, he shall receive a severance payment equal to the number of months remaining on the term of his Employment Agreement of the then current base salary. This severance shall be paid in a lump sum or in a continuation of salary on the existing basis, at the Employee’s option.
The Council is asked to approve the attached Resolution which approves the Employment Agreement and authorizes the Mayor to execute the attached Employment Agreement between the City of Calistoga and Mitchell J. Celaya III.
CEQA STATUS:
None
ATTACHMENT(S):
Item #8.1.
Resolution Appointing Acting City Manager and Approving Employment Agreement - Mitchell J.
Celaya III
Exhibit A to Resolution - Employment Agreement
Resume Mitchell J. Celaya III
APPROVAL(S):
Rachel Stepp, Deputy City Manager Approved - Feb 11 2026 Connie Cardenas, Admin. Services Director Approved - Feb 11 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Feb 11 2026 Item #8.1.
4905-4591-3997 v1
RESOLUTION NO. 2026-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY OF NAPA, STATE OF CALIFORNIA, APPOINTING MITCHELL J. CELAYA III AS
ACTING CITY MANAGER AND APPROVING THE EMPLOYMENT AGREEMENT BETWEEN CITY OF CALISTOGA AND MITCHELL J. CELAYA III
WHEREAS, the City of Calistoga (“City”) has a need to hire an Acting City Manager; WHEREAS, Mitchell J. Celaya III (“Manager”) possesses the skills and expertise necessary to perform these services; and
WHEREAS, the City desires to enter into an Employment Agreement to set forth the terms and conditions of Manager’s duties as Acting City Manager.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Calistoga, as appointing authority, hereby appoints Mitchell J. Celaya III as Acting City Manager and approves the Employment Agreement Between City of Calistoga and Mitchell J.
Celaya III in substantially the same form attached hereto as Exhibit “A” and authorizes and directs the Mayor to execute same for and on behalf of the City of Calistoga.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Calistoga at a regular meeting held this 17th day of February, 2026 by following vote:
AYES:
NOES:
ABSTAIN/ABSENT:
________________________
DONALD WILLIAMS, Mayor
ATTEST:
________________________
YUDIANA GALVAN, City Clerk
APPROVED AS TO FORM:
________________________
MICHELLE MARCHETTA KENYON, City Attorney
Item #8.1.
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EXHIBIT A
Employment Agreement Between
City of Calistoga and Mitchell J. Celaya III
Item #8.1.
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EMPLOYMENT AGREEMENT
BETWEEN THE CITY OF CALISTOGA
AND MITCHELL J. CELAYA III
1. PARTIES AND DATE
This Agreement is made and entered into February 17, 2026 (the “Effective Date”), by and between the City of Calistoga, California, a municipal corporation, (hereinafter called “Employer”) and Mitchell J. Celaya III, (hereinafter called “Employee”) an individual who has education, training and experience in local government management.
2. DUTIES AND AUTHORITY
a. Employee shall begin employment under this Agreement on February 18, 2026, subject to the terms and conditions contained in this Agreement. b. Employer agrees to employ Mitchell J. Celaya III as Acting City Manager to perform the functions and duties specified in the municipal code, ordinances and resolutions of Employer, and to perform other legally permissible and proper duties and functions as the Employer may assign from time to time. Employer may not reassign Employee to another position in the absence of Employee’s express written consent to such assignment. Employer shall not unreasonably interfere with Employee’s performance of duties.
c. Employee shall be the chief executive officer of the Employer and faithfully perform Employee’s lawfully prescribed and assigned duties with reasonable care, diligence, skill, and expertise in compliance with all applicable, lawful governing-body directives, state, local, and federal laws, Employer policies, rules and regulations, and ordinances as they exist or may hereafter be amended or established.
d. Except as may be provided otherwise by applicable law, personnel ordinances, rules and regulations, or Employer’s agreement with any other person, Employee shall have the ultimate supervisory and managerial authority and responsibility to appoint, dismiss, direct, assign, reassign, demote and evaluate any officer or employee of the City, subject to all applicable personnel ordinances, rules and regulations. e. Except as may be provided otherwise by applicable law, personnel ordinances, rules and regulations, City policy, or Employer’s written contractual agreement with any other person, Employee shall have the authority to establish internal regulations, rules and procedures which the Employee deems necessary for the efficient and effective operation of the Employer.
f. Employee shall attend and be permitted to attend, whether personally or through a designee of Employee’s choosing, all meetings of Employer’s governing body, both public and closed sessions with the exception of those closed meetings devoted to the subject of this Agreement, or any amendment thereto, or the Employee’s evaluation, unless otherwise Item #8.1.
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prohibited by applicable law, regulation, lawful governing body directive, or Employer’s agreement with any other person.
g. Employer will strive to promptly communicate and provide Employee a reasonable opportunity to cure all substantive criticisms, complaints, and suggestions with respect to Employee’s performance of services pursuant to this Agreement.
h. Except as may be provided otherwise by applicable law, regulation, or this Agreement, Employee shall carry out Employer’s lawful policy directives, goals, and objectives, as communicated to Employee by City Council, while presenting information and recommendations that allow for fully informed policy decisions that both address immediate needs and anticipate future conditions.
i. Employee shall not engage in any activity which is or may become a conflict of interest, prohibited contract, or which may create an incompatibility of office as defined under California law. Prior to performing any services under this Employment Agreement and annually thereafter, Employee must complete disclosure forms required by law.
3. CITY COUNCIL COMMITMENTS
The City Council sets policy for the governance of the City and implements its policies through the Employee. Policy direction will be taken by the Employee from the majority of the City Council only when the City Council is sitting as a body in a lawfully held meeting.
4. ETHICAL COMMITMENTS
The Employer expects the Employee to adhere to the highest professional standards. The Employee’s actions will always comply with those standards. The Employee agrees to follow the Code of Ethics of the International City/County Management Association (ICMA), unless otherwise inconsistent with law, and the ethics rules, regulations, and laws of the State of California. The ICMA Code of Ethics can be found on the ICMA website, www.icma.org.
5. TERM
The term of this Employment Agreement is one year from February 18, 2026.
6. COMPENSATION AND BENEFITS
A. Compensation
i. Base Salary: Effective February 18, 2026, Employer shall pay Employee a monthly base salary of Twenty Four Thousand One Hundred Sixty Six Dollars and Sixty-Seven Cents ($24,166.67), payable in installments at the same time as Department Directors of the Employer are paid. ii. At any time during the term of the Agreement, Employer may, in its discretion, review and adjust the salary of the Employee, but in no event shall the Employee be paid less than the salary set forth in Section 6.A.i.
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of this Agreement except by mutual written agreement between Employee and Employer. Such adjustments, if any, shall be made pursuant to a lawful governing body action at a regular meeting in compliance with all applicable law. In such event, Employer and Employee agree to provide their best efforts and reasonable cooperation to execute a new agreement incorporating any adjusted salary.
B. Health, Disability and Life Insurance
i. The Employer shall provide Employee the same insurance benefits including but not limited to life, health and dental coverage, long term disability at a level that is equal to the highest level provided to Department Directors and in the same manner provided to other Department Directors and consistent with applicable law. ii. Except as otherwise provided in this Agreement, the Employee will receive other benefits, as provided and allowed in the current Executive Management Salary Benefits Plan, at a level that is equal to the highest level provided to other Department Directors.
iii. All provisions of this Section 6 are subject to the provisions and limitations of the Internal Revenue Code and its related regulations as amended from time to time. No requirement of any provision of this Section 6 shall be effective if it would violate any provision of the Internal Revenue Code or its related regulations, and the inability of the Employer to effectuate such requirements shall not constitute a breach of this Agreement.
C. Leaves
Employee shall be entitled to accrue and use all leaves in the same manner provided to other Department Directors, as set forth in the 2025 unrepresented employees’ salary and benefits resolution and Department Director employment agreements as permitted by law, and under the same rules and provisions applicable to other Department Directors. This includes any leave buy-back programs. Employee shall be entitled to the highest level of benefit provided to other Department Directors regardless of the number of years of service with Employer in each category of leave (including leave buy-back) consistent with the law. Upon termination of this Agreement or resignation, Employee shall be paid for all accrued and unused leaves.
D. Retirement
Subject to the Public Employees’ Retirement Law, the Employer shall continue Employee’s membership enrollment in the California Public Employees’ Retirement System (“CalPERS”) for non-safety employees. Employee shall be responsible for the full member contribution. The Employer shall be responsible for the employer contribution.
Employer shall annually contribute to a retirement plan of the employee’s choosing. The annual amount shall be the Federal maximum of a 457(b) plan catch-up deferral limits for a 457(b) plan for those over age 50. The Parties expressly understand this match does not extend to the 457(b) plan "pre-retirement/last three years special catch-up" deferral limits which have historically doubled the contribution limits. The 457(b) plan is referenced solely to establish the Employer's maximum contribution amount and the specific funds may be applied to other Item #8.1.
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allowable deferred compensation plans of the Employer for which Employee is eligible to participate in and for which employee deferrals and employer matching contributions are permitted in lieu of depositing the matching contributions in the Employee's 457(b) plan account.
E. General Business Expenses
i. Employer agrees to budget and pay for reasonable and necessary travel, subsistence expenses, subscriptions and dues necessary for continuation and full participation in short courses, national, regional, state, and local associations or institutes, and organizations necessary for the Employee’s continued professional participation, growth, and advancement, and for the good of the Employer that have been approved by Employer, including but not limited to League of California Cities, CCMF, and ICMA. ii. Employer shall not require Employee to use vacation leave when participating in professional development activities.
iii. Recognizing the importance of constant communication and maximum productivity, Employer shall provide Employee technology sufficient for the Employee to perform their duties and to maintain communication with Employer’s staff and officials as well as other individuals who are doing business with Employer. This may include purchase, installation and/or maintenance of a mobile phone, computer, software, and/or internet access. The primary use is to conduct City business provided, however, that it is expressly understood that the equipment may be subject to personal use so long as it does not interfere with the primary business use. At the conclusion of employment, all hardware, software, and applications shall remain the property of the Employer and at the discretion of the Employer any mobile phone number may be transferred to the Employee.
iv. The foregoing Paragraphs in this Section shall be subject to the budgeting and approval of the Employer.
F. Performance Evaluation
i. Employer shall review the performance of the Employee subject to a process, form, criteria, and format for the evaluation which shall be mutually agreed upon by the Employer and Employee. Unless the Employee expressly requests otherwise in writing, the evaluation of the Employee shall at all times be conducted in closed session of the City Council and shall be considered confidential to the extent permitted by law. Nothing herein shall prohibit the Employer or Employee from sharing the content or substance of the Employee’s evaluation with their respective legal counsel.
G. Hours of Work
Employee is an exempt employee but is expected to engage in those hours of work that are necessary to fulfill the obligations of the Acting City Manager’s position. It is recognized that Employee must devote a great deal of time to the business of the City outside of the City’s Item #8.1.
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customary office hours and to that end Employee’s schedule of work each day and week shall vary in accordance with the work required to be performed. Toward that end, Employee shall have discretion over his work schedule and location and shall be allowed reasonable flexibility in setting his own office hours, provided the schedule of such hours provides a significant presence at City Hall, reasonable availability to the City Council, City staff, and members of the community during regular Employer business hours and for the performance of his duties and of Employer business.
H. Outside Activities
In accordance with Government Code Section 1126, during the period of his employment, Employer shall not accept, without the express prior written consent of the City Council, any other employment or engage, directly or indirectly, in any other business, commercial, or professional activity (except as permitted under this Section 6) whether or not for pecuniary advantage, that is or may be competitive with Employer, that might cause a conflict-of-interest with Employer, or that otherwise might interfere with the business or operation of Employer or the satisfactory performance of Employee’s duties as Acting City Manager. Recognizing that certain outside teaching or consulting opportunities provide indirect benefits to the Employer and community, the Employee may elect to accept occasional and limited teaching, consulting or other business opportunities with the prior approval of City Council.
7. EMPLOYMENT SEPARATION
A. Resignation
Employee may terminate this Agreement by providing a minimum 60 days’ advanced written notice of Employee’s voluntary resignation subject to any applicable requirements set forth by state or local law. If Employee voluntarily resigns his employment with the Employer, he shall not be entitled to any severance pay nor continued compensation and benefits, except as otherwise might be agreed by Employer in this Employment Agreement. Nothing in this Agreement shall be construed as limiting or otherwise interfering with the right of Employee to resign at any time from this position with City, subject only to the provisions set forth in this Section.
B. Termination Without Cause
Employee serves at the pleasure of the Employer and nothing herein shall be taken to prevent, limit, or otherwise interfere with the right of Employer to terminate the services of Employee, with or without cause, and with or without prior notice, subject to the provisions set forth in Section 7.B. and Section 7.C. of this Agreement as Employee is an at-will employee serving at the pleasure of the City Council as provided in Government Code Section 36506. There is no express or implied promise made to Employee for any form of continued employment. This Agreement is the sole and exclusive basis for an employment relationship between Employee and Employer. Employee expressly waives any claim or right under contrary law, except as is provided in Section 6.D. of this Agreement. For the purpose of this agreement, termination without cause shall occur when:
i. The majority of the City Council votes to terminate the Employee at a properly noticed and duly authorized public meeting.
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ii. If the Employer, citizens or legislature acts to amend any provisions of the municipal code, or other similar governing documents pertaining to the role, powers, duties, authority, or responsibilities of the Employee’s position that substantially changes the form of government, the Employee shall have the right to declare that such amendments constitute termination.
iii. If the Employer reduces the base salary, compensation or any other financial benefit of the Employee, unless it is applied in no greater percentage than the average reduction of all exempt City management employees, such action shall constitute a breach of this agreement and may be regarded as a termination.
iv. If the Employee resigns following an offer to accept resignation, whether formal or informal, by the Employer as representative of the majority of the City Council that the Employee resign, then the Employee may declare a termination as of the date of the suggestion. v. A material breach of contract by the Employer that is not cured within 30 days of written notice describing the conduct that constitutes a breach.
C. Termination for Cause
i. Notwithstanding Section 7.B. above, the Employer shall not be obligated to pay any compensation, benefits, or severance under the provisions of this Employment Agreement if Employee is terminated for cause, including, without limitation, because of a criminal conviction, criminal plea bargain, or adverse State Attorney General, Grand Jury, or Fair Political Practices Commission determination involving any felony, intentional tort, crime of moral turpitude, or violation of statute or law constituting forfeiture of office, misconduct in office, misuse of public funds, or conflict of interest. During the proceedings which may be necessary for Employer to confirm the cause for termination hereunder, the Employer may place Employee on paid administrative leave. ii. In the event Employer concludes that there is grounds for terminating Employee for cause, Employer shall notify Employee and permit him to resign immediately. In such circumstance, Employee shall be entitled only to the compensation accrued up to the date of termination, payments required by Section 7.C. above, and such other termination benefits and payments as may be required by law. If the Employee is terminated for cause, then he shall not be entitled to any severance benefits provided by Section 7.D.
D. Severance
Severance shall be paid to the Employee when employment is terminated without cause as defined in Section 7.B.
i. If the Employee is terminated without cause, the Employer shall provide a severance payment equal to the number months remaining on the term of Item #8.1.
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this Agreement of the then current base salary. This severance shall be paid in a lump sum or in a continuation of salary on the existing basis, at the Employee’s option. However, the impacts of Employee’s selection are subject to applicable local, state, and federal laws, including, but not limited to, the Public Employees Retirement Law and IRS rules, regulations, and statutes.
ii. Employer shall also pay for the continuation of Employee’s then current monthly premiums for medical, dental, and vision for the number of months remaining on the term of this Agreement or until Employee is employed elsewhere, whichever occurs first, consistent with Government Code Section 53261.
iii. Employee shall not be entitled to severance identified in Section 7.D.(i) or (ii) if Employee is terminated without cause because of: (1) Employee’s death, or (2) Employee’s incapacity due to injury or illness (physical or mental).
E. Reimbursement by Employee to City – AB 1344 Requirements i. If this Agreement is terminated, any cash settlement related to the termination that Employee may receive from the City shall be fully reimbursed to the Employer if Employee is convicted of a crime involving an abuse of his office or position as defined by Government Code section 53243.4.
ii. If any express or implied provision of this Agreement, the Municipal Code of the Employer or any policy or practice of the Employer provide paid leave salary to Employee pending an investigation, said paid leave salary shall be fully reimbursed by the Employee to the Employer if Employee is convicted of a crime involving an abuse of his office or position as defined by Government Code section 53243.4.
iii. If any express or implied provision of this Agreement, the Municipal Code of the Employer, or any policy or practice of the Employer provide for payment of funds for the legal criminal defense of Employee, said funds paid for his legal defense shall be fully reimbursed by Employee to the Employer if Employee is convicted of a crime involving an abuse of his office or position as defined by Government Code section 53243.4.
F. Ownership of Records and Retention of Records upon Employee’s Separation
All reports, notes, plans, documents, records, computer data, and other material or certified copies of same, prepared by Employee in the course and scope of his duties under this Agreement, shall be delivered to, and become the property of the Employer. Employee shall make such documents available for review and/or audit by Employer and its representatives at all reasonable times during the term of this Agreement and for at least four (4) years from the date of expiration or termination of this Agreement.
Item #8.1.
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8. INDEMNIFICATION
Provided that Employee complies with the provisions of Sections 825 and 825.6 of the California Government Code, as now existing or hereafter amended, Employer shall defend, hold harmless, and indemnify Employee against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Employee’s duties in accordance with the provisions of Sections 825 and 825.6, as now existing or hereafter amended. Employer may conduct such defense reserving the rights of Employer not to pay the judgment, compromise or settlement until it is established that the injury arose out of an act or omission occurring within the scope of Employee’s employment as an employee of Employer. Employer is required to pay the judgment, compromise, or settlement only if it is established that the injury arose out of an act or omission occurring in the scope of Employee’s employment as an employee of Employer.
Nothing in this Agreement authorizes or obligates Employer to pay that part of any claim or judgment that is for punitive or exemplary damages. Employer may compromise and settle any such claim or suit and pay the amount of any settlement or judgment rendered therefrom only to the extent authorized in Sections 825 through 825.6, as now existing or hereafter amended.
9. OTHER TERMS AND CONDITIONS OF EMPLOYMENT
The Employer, only upon agreement with Employee, shall fix any such other terms and conditions of employment, as it may determine from time to time, relating to the performance of the Employee, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement, local ordinances or any other law.
10. GENERAL PROVISIONS
A. The waiver by either party of any term or condition of this Agreement or any breach of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement.
B. Integration. This Agreement sets forth and establishes the entire understanding between the Employer and the Employee relating to the employment of the Employee by the Employer. Any prior discussions or representations by or between the Employer and Employee are merged into and rendered null and void by this Agreement. This Agreement may be amended only by an express written agreement signed by the Employer and Employee. Such amendments must be incorporated and made a part of this agreement.
C. Successors in Interest. The provisions of this contract will be binding upon and will inure to the benefit of the parties, and their respective successors and approved assigns, if any.
D. Effective Date. This Agreement becomes effective upon a majority vote of the City Council at a duly noticed meeting and will continue until terminated.
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E. Severability. The invalidity or partial invalidity of any portion of this Agreement will not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the remaining provisions are deemed to be in full force and effect as if they have been executed by both Employer and Employee subsequent to the expungement or judicial modification of the invalid provision.
F. Precedence. In the event of any conflict between the terms, conditions and provisions of this Agreement and the provisions of Employer’s policies, or Employer’s ordinance or Employer’s rules and regulations, or any permissive state or federal law, then, unless otherwise prohibited by law, the terms of this Agreement must take precedence over contrary provisions of Employer’s policies, ordinances, rules and regulations or any such permissive law during the term of this Agreement.
G. Attorney Fees. In the event of any, arbitration or litigation to enforce any of the provisions of this Agreement, the non-prevailing party shall bear the cost for attorney fees and costs. If liability is apportioned between the parties then fees and costs are likewise apportioned. Voluntary mediation fees and costs shall be paid by each party, with each paying their own attorney fees.
H. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, in force and effect as of the date of execution.
I. Assignment. This Agreement is not assignable by either the Employer or Employee.
11. NOTICES
Notices pursuant to this Agreement shall be given by deposit in the custody of the United States Postal Service, postage prepaid. Alternatively, notices required pursuant to this Agreement may be personally served in the same manner as is applicable to civil judicial proceedings. Notice shall be deemed given as of the date of personal service or as of the date of deposit of such written notice in the course of transmission in the United States Postal Service to the addresses set out below or as subsequently communicated by one party to the other in writing:
All notices and requests pursuant to this Agreement are to be sent as follows:
EMPLOYER: Mayor
City of Calistoga
1232 Washington Street
Calistoga, CA 94515
EMPLOYEE: Mitchell J. Celaya III, address on file at City Hall Item #8.1.
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THIS AGREEMENT has been executed as of the date first hereinabove written.
EMPLOYER: EMPLOYEE:
CITY OF CALISTOGA,
a municipal corporation
By:
Donald Williams, Mayor
ATTEST:
By:
Yudiana Galvan, City Clerk
APPROVED AS TO FORM:
By:
Michelle Marchetta Kenyon, City Attorney
Mitchell J. Celaya III
Item #8.1.
MITCHELL J. CELAYA III
Public Safety & City Administration Executive 7 “Mission First, People Always" Email: [email protected]
SUMNIARY
Municipal executive with over 30 years of progressive leadership in city and public safety management. Proven ability to direct complex operations, manage multimillion-dollar budgets, and lead diverse teams. Skilled in policy development, strategic planning, and cross-department collaboration. Recognized for integrity, decisiveness, and fostering strong community and intergovernmental relationships.
CORE COMPETENCIES
Municipal Administration & Leadership
Strategic Planning & Community Engagement
Budget Development & Fiscal Management ($3.1M7$14M)
Risk Management & Liability Reduction
Interdepartmental Coordination
Policy & Regulatory Compliance
Crisis & Emergency Incident Management
Grant Acquisition & Oversight
PROFESSIONAL EXPERIENCE
City of Calistoga — Calistoga, CA
Assistant City Manager | August 2024 7 Present
0 Serve as primary staff assistant to the City Manager with oversight of Police, Fire, HR, and City Manager’s O?ice operations.
0 Plan, organize, and administer citywide activities, ensuring compliance with laws, policies, and Council directives.
Develop and manage departmental and city budgets; lead interdepartmental projects and teams.
Advise City staff and Council on operational matters and policy decisions. 0 Foster collaboration with state, regional, and private organizations to strengthen community partnerships.
Chief of Police \2012 iAugurt 2024
0 Lead all functions of a full-service 24/7 police department, including sta?ing, operations, budgeting, and community relations.
Develop and implement departmental mission, goals, and policies in alignment with city priorities.
Represent the City on regional committees and maintain strong partnerships with community organizations. 0 Manage multiple grant programs that expand and enhance public safety services.
Item #8.1.
University of California, Berkeley Police Department — Berkeley, CA Chief of Police \2009 7 2012
Directed a $14.8M department with 120+ personnel across multiple divisions including Field Operations, Administration, and Emergency Preparedness.
Oversaw major infrastructure and safety initiatives, emergency response planning, and high-pro?le event management.
Led strategic planning, policy implementation, and performance ewluation to improve operational effectiveness.
Assistant Chief of Police | 2006 7 2009
Assisted in overall management of 75 of?cers, 45 civilian, and 60 student employees.
Managed departmental budget development, personnel, business services, special events, and emergency preparedness.
Served as Public Information Of?cer and oversaw interdepartmental capital projects.
Captain / Lieutenant/ Sergeant / Police Of?cer \1982 7 2006 Managed ?eld operations, investigations, and community programs; directed special response and homeland security coordination.
Supervised complex criminal investigations, internal a?aim, and major event security operations.
Developed training programs, department policies, and operational budgets.
Coordinated emergency services, crime prevention, and community engagement initiatives.
EDUCATION
California State University, Long Beach 7 B.S., Occupational Studier 7Public Safety/Emergemy Services, 2009 FBI National Academy, Quantico, VA 7 Serrion 222 Graduate, 2005 Butte College, Oroville, CA 7 A.A., Adminirrmtion afJurtice, 1982
PROFESSIONAL AF FILIATIONS
International City/County Management Association
League of California Cities
Napa County League of Government
Rotary Club of Calistoga
Boys & Girls Club Emeritus Board
CERTIFICATIONS & RECOGNITION
POST Management, Supervisory & Advanced Certi?cates
Limited-Service Teaching Credential 7 Public Safety
Distinguished Service & Meritorious Awards (multiple years) Specialized Training in: Leadership, Risk Management, Emergency Planning, Crisis Negotiation, Homeland Security
References Available Upon Request
Item #8.1.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Rachel Stepp, Deputy City Manager
Meeting: City Council Regular Meeting - Feb 17 2026
Subject: Discussion and Direction on Office Space
DESCRIPTION:
Discuss the office space options previously identified by the Council and provide direction on next steps.
RECOMMENDATION:
Consider Discussing the Item and Providing Staff Direction SUMMARY:
City Hall currently houses three core departments: the City Manager's Office, Finance, and Planning and Building. It is no longer large enough to meet the operational, staffing, and customer service needs of all three. The building was not designed for this level of occupancy, and available workstations, meeting areas, and customer-facing spaces are now extremely limited. This is affecting both internal operations and the public’s experience when engaging with City services.
At a previous meeting, the City Council directed staff to return with further analysis on several options for addressing the Planning and Building Department’s space needs:
Shared use of the Tubbs Building
Renovation of the Butler Building for community use and conversion of the Community Center into office space
Installation of a modular office around City Hall
Renovation of the classroom at the Public Works facility To be transparent, Planning and Building staff are currently accommodated in City Hall by utilizing the vacant City Manager’s office for the Planning and Building Director. In addition, the Deputy City Manager, who had previously moved into City Hall to collaborate more directly with the City Manager and Finance and Administrative Services staff, is now based out of the Parks and Recreation building due to space limitations. While this arrangement allows the department to be housed within City facilities, it does not address the limited availability of meeting space, plan review areas, or workstations for temporary or rotating staff. These functional space constraints continue to impact day-to-day operations, interdepartmental coordination, and customer service delivery.
This report presents the three remaining options: the modular office, the Butler and Community Center conversion, and renovation of the Public Works classroom for Council consideration. Cost estimates for the Community Center and classroom renovations use the 2024 City Hall renovation project as a benchmark, as it reflects a comparable facility scope and office layout.
Item #8.2.
ANALYSIS:
Option One: Shared use of the Tubbs Building Office with Fairgrounds and Planning and Building Staff
This option co-locates the Planning and Building Department with the Fairgrounds Department in the Tubbs Building. The building currently includes two open concept interior areas and two private offices, with potential shared workspace, and has existing IT infrastructure upgrades that are already funded and underway.
Since the Fairgrounds Department has recently added a part-time administrative position, the front office space originally envisioned for Planning and Building is now limited. To create a viable, functional layout for both departments, modifications would likely include expanding into the adjoining rear room and reconfiguring shared work areas.
Using the 2024 City Hall remodel as a benchmark, the estimated cost for renovations is $350,000 to $500,000, consistent with the cost range for the Public Works classroom renovation. However, the total cost may ultimately be lower, due to IT infrastructure already being in place and not included in this estimate.
Option Two: Install a Modular Office Around City Hall
This option would involve purchasing and installing a modular building near City Hall to provide a dedicated workspace for the Planning and Building Department. The modular office would support the entire department while maintaining close proximity to Finance and Administrative Services staff, enabling ongoing coordination among customer-facing departments.
The estimated cost for this option is $400,000 to $500,000, covering the purchase, site work, and utility connections.
This is a mid-range cost option under consideration and would be relatively quick to implement.
However, the space would have limited long-term scalability and would require ongoing maintenance and management as a stand-alone facility.
Option Three: Renovate the Public Works Classroom for Office Space This option would convert the existing classroom at the Public Works facility into dedicated office space for the Planning and Building Department. The estimated cost is $350,000 to $500,000, based on the 2024 City Hall renovation, with an escalator to account for potential cost increases.
The space would be outfitted with offices, workstations, ADA-compliant improvements, and IT infrastructure.
This is a mid-range cost option that would place Planning and Building near Public Works, thereby enhancing collaboration on development-related services and projects.
The primary challenge is that the renovated space would be off-site from City Hall, which may reduce convenience and coordination for customers and City staff.
Option Four: Renovate the Butler Building for Community Use and Convert the Community Center to Offices
Item #8.2.
This two-part strategy involves renovating the Butler Building at the Fairgrounds to serve as a multipurpose community facility for Council meetings, parks and recreation classes, public rentals, committee meetings, and emergency use. The existing Community Center would then be converted into a dedicated office space for the Planning and Building Department.
This option reflects priorities identified in the City’s Fairgrounds community survey, in which residents expressed strong interest in using the site for community events and emergency preparedness. It also supports the Council’s FY 2025–26 goal to invest in infrastructure at the Fairgrounds to enable future revenue generation, which could be achieved through rentals of the renovated Butler space.
However, the Fairgrounds Revitalization Plan has not yet been completed. Moving forward with this renovation would be ahead of the planning process, and future phases of revitalization planning would need to account for this early investment.
The estimated cost to renovate the Butler Building is $2.2 million to $2.8 million, based on market research and cost data from similar public community facility upgrades. This planning-level estimate assumes all work would be completed by licensed contractors and does not rely on volunteer labor or donated materials. Renovating the Community Center to serve as office space is estimated at $350,000 to $500,000, using the 2024 City Hall renovation as a benchmark with an escalator to account for increased costs.
This option represents the highest capital investment and would require multi-phase funding, but it would provide a permanent office solution while also addressing multiple community needs.
FINANCIAL IMPACT:
Option Estimated Cost Range
Tubbs Building Modifications $350,000 – $500,000 (potentially lower due to existing IT infrastructure)
Modular Office Around City Hall $400,000 – $500,000
Public Works Classroom Renovation $350,000 – $500,000
Butler Building + Community Center Conversion ~$2.55 million – $3.3 million The City has identified the following funds that may be applied toward project implementation, subject to eligibility and Council direction:
$200,000 from the Infrastructure Fund for Butler Building renovations $550,000 from the City Administrative Facilities account within the Development Impact Fee fund
Approximately $225,299 in flexible funding from CIRA
These funding sources are expected to be sufficient to fully support the Tubbs Building, modular office, or Public Works classroom renovation options. If the Council selects the Butler Building and Community Center conversion, additional funding will be required, which may include the use of City reserves to close the gap.
Staff will return to Council with refined cost estimates, funding strategies, and any necessary budget actions based on the selected direction.
CEQA STATUS:
The recommended action is not a project and therefore not subject to CEQA review.
Item #8.2.
APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Feb 04 2026 Mitch Celaya, Interim City Manager Approved - Feb 10 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Feb 10 2026 Item #8.2.
1 Yudiana Galvan
From: Lana Richardson
Sent: Tuesday, February 17, 2026 10:37 AM
To: Public Comment
Subject: Agenda item 8.2
Council and City Manager -
The Planning Building Dept has made changes that currently accommodate the staff and department needs very well, so this seems to already have been resolved. If any change is made it should not include the PBD. In the interim, maybe a modular at city hall would be appropriate to accommodate Finance & HR so people don’t have to go upstairs. Ultimately, when a comprehensive plan is made and adopted for the fairgrounds property, it may very well include consideration of relocating City hall to the property.
Lana Richardson
Calistoga
Item #8.2.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Mitch Celaya, Interim City Manager
Meeting: City Council Regular Meeting - Feb 17 2026
Subject: Fire Department Staffing Levels and Ladder Truck Considerations DESCRIPTION:
Receive information and provide policy direction regarding Fire Department staffing levels, including the potential addition of three full-time firefighter positions, and the operational need for a ladder truck.
RECOMMENDATION:
Consider Discussing the Item and Providing Staff Direction SUMMARY:
The Calistoga Fire Department (CFD) provides fire suppression, basic emergency medical services, and emergency response within the city, and participates in automatic and mutual aid responses throughout Napa County and the State of California. CFD also maintains a contract with Napa County to provide limited fire and emergency response services outside city limits.
Over the past decade, CFD staffing levels, personnel costs, and overtime expenditures have increased. While a portion of this growth reflects Council-approved staffing and compensation changes, overtime has risen primarily due to increased state mutual aid deployments, the use of full-time staff to cover vacancies, and the addition of two staffing positions beginning in FY2022/23 that were not included in the adopted budget and not approved by City Council. These positions increased required shift coverage by 96 hours per week, which has largely been filled through overtime rather than part-time staffing. The impacts of these changes are reflected in the attached overtime and budget trend charts.
During the FY2025/26 budget workshops, the Fire Department requested three additional full-time firefighter positions and the acquisition of a fire ladder truck. Council tabled these requests and directed staff to return with a policy-level analysis for council discussion. This report provides historical staffing context, preliminary fiscal comparisons, operational considerations, and regional service availability to inform Council’s discussion of both requests.
ANALYSIS:
The Fire Department has requested the addition of three full-time firefighter positions to replace three part-time firefighter positions. This request must be evaluated in the context of recent staffing model changes, overtime utilization, city budget’s ability to sustain positions, and internal operational policies that directly affect personnel costs, workforce sustainability, and service delivery.
Item #8.3.
Preliminary Finance estimates indicate the annual salary and benefit costs would be approximately $500,000 for three full-time firefighters, compared to approximately $175,000 for three part-time firefighters. This represents an ongoing General Fund impact of approximately $325,000 per year, exclusive of recruitment, equipment, training, future cost-of-living adjustments, benefit changes, or pension rate increases.
CFD historically transitioned from a volunteer department to a hybrid staffing model in 1999, combining full-time and part-time personnel to balance service reliability with fiscal sustainability.
For many years, this model has been structured around ten total staffing positions to support three shift teams providing 24/7 coverage. Part-time staffing was integral to this structure, providing vacancy coverage, reducing overtime reliance, and supporting succession planning. A 15-year review from FY2015/16 to FY2024/25 shows the staffing transition from three full-time firefighters and up to nine part-time firefighters to nine full-time firefighters and up to 6 part-time firefighters in the attached 15-year historical staffing chart.
In FY2022/23, the Fire Department added three approved full-time captain positions and modified its staffing model by increasing daily shift staffing from ten to twelve positions, resulting in three teams of four firefighters per shift. This change added two staffing positions that were not included in the adopted budget and were not approved by City Council. The change increased required coverage by 96 hours per week, or 4,992 hours annually, beyond previously approved staffing levels. As a result, four additional open shifts were added to bring the total open shifts to six per week that needed to be covered. The six part-time firefighters cannot fill the six open shifts without keeping their hours under the PERS threshold. This has led to the additional shifts largely covered filled with overtime rather than part-time staffing.
Overtime utilization has been further compounded by an internal operational policy under which overtime opportunities are offered first to full-time firefighters before being offered to part-time firefighters. This policy was intended to be applied to address overtime affecting of full-time vacancies and not slots designated for part-time staff. This policy is not required by current or prior labor agreements and represents a discretionary operational choice. As a result, part-time firefighters are underutilized for coverage related to vacation, sick leave, FMLA, or training, while full-time staff accrue substantial overtime hours. This dramatic increase in overtime shift coverage can be seen beginning in FY2022/23 in the attached 5-year audit of overtime hours reported chart.
This approach has produced several consequences. From a fiscal standpoint, vacancies are filled at higher overtime rates (i.e. Captain’s or engineer’s overtime rate) rather than lower part-time (straight regular rate) costs. From an operational standpoint, increased overtime has contributed to staff fatigue, raised potential safety concerns, and negatively affected morale. These issues have been raised by both the Fire Chief and full-time staff (to the chief). In addition, reduced use of parttime staffing limits training opportunities, skill development, and succession planning for future fulltime positions. It should be noted that seven of the eight current full-time firefighters began as parttime firefighters at CFD.
From a regional perspective, comparable Napa County fire agencies, including St. Helena, Cal Fire stations, Napa, and American Canyon, generally staff engines with three firefighters per shift.
Limited research has revealed that fire departments in small rural communities typically operate with a daily staffing of three firefighters per station/ fire truck. CFD’s current four-person staffing exceeds typical regional practice and further intensifies staffing and overtime pressures under the existing model as well as having a significant impact on the fire department budget.
Item #8.3.
CFD responds to mutual aid requests both within the county and to the state. CFD is reimbursed for all personnel costs (both regular pay & overtime) to send or cover personnel assigned to the mutual aid request, a stipend to cover wear and tear to vehicles assigned, and an administrative overhead fee of 26%. This reimbursement covers all CFD's costs related to the mutual aid response in addition to fees to be applied to vehicle maintenance. The 26% administrative overhead can be applied to offset non-budgeted costs such as overtime. The attached 5-year overtime hour audit shows the reported amount of overtime committed to mutual aid, shift coverage, sick coverage, special events, training, and miscellaneous hours. In FY2022/23 there is a significant increase in shift coverage as a result of additional positions added. It is unlikely that the 26% administrative overhead covers all of the additional non-budgeted shift coverage. Mutual responses are not consistent and although there have been years when CFD responded to significant mutual aid requests, there have been years when there have been few as in FY21/22 and FY22/23. For this reason, mutual aid reimbursements are not a reliable source of funding.
CFD also maintains a long-standing service contract with Napa County to provide limited fire response services outside City limits. CFD services to the county account for approximately 17% to 20% of CFD’s calls for service. While this contract has historically generated revenue, recent amendments have reduced annual revenue from approximately $350,000 to $225,000 in FY2024/25, and proposed renegotiations could further reduce it to $100,000 or less. As compensation declines, the contract provides diminishing fiscal benefit while continuing to rely on CFD staffing capacity, overtime utilization, and apparatus availability. Continued participation under these terms may no longer be fiscally sustainable and could further exacerbate staffing and overtime pressures. The Napa County contract has been a source of revenue to support and offset non-budgeted costs but now this source is in jeopardy.
Taken together, recent staffing model changes, overtime practices, regional service expectations, and reduced contract revenues raise fundamental policy questions for Council. These include the long-term sustainability of the current staffing approach, alignment with the City’s fiscal and workforce objectives, and whether adding full-time positions would address underlying structural issues or further entrench higher ongoing costs. The preliminary review of the budget impact of the past five years, with the addition of full-time staff, has seen a trend in significant increase with no indication of leveling or reducing costs. A much deeper review should be taken to understand the actual cause for increased costs and future cost implications.
Fire Ladder (Aerial) Truck request:
The Fire Department has raised the potential acquisition need for a fire ladder truck. Ladder trucks are specialty apparatus typically used for elevated fire attack, rescue, and ventilation and are not generally first-arrival units. Based on market research, the estimated cost of a new ladder truck is approximately $1.5 to $2 million, depending on specifications and modifications.
To date, no written proposal has been submitted identifying apparatus specifications, total project cost, staffing impacts, equipment needs, or facility modifications. Unlike the City’s recent purchase of a Type 1 engine, which was funded through Fire Impact Fees and borrowing from the General Fund Reserves, the acquisition of a ladder truck would likely require additional use of General Fund Reserves or the pursuit of external financing or grant funding.
Operational considerations are significant. Ladder trucks require a minimum of three trained firefighters dedicated to the apparatus. External fire service leadership consulted indicated that effective 24/7 ladder truck operations typically require additional personnel beyond minimum staffing levels to ensure safety, compliance with operational standards, and uninterrupted firstItem #8.3.
response capability. Without additional staffing, assigning personnel to a ladder truck could reduce CFD’s ability to provide immediate fire and medical response.
Regionally, ladder trucks are stationed in St. Helena and Yountville and are available to Calistoga through automatic mutual aid within approximately 12 minutes. CFD is dispatched through the Cal Fire Command and Communications dispatch center, which provides immediate identification and deployment of appropriate regional resources based on call type and severity. With any structure fire, CFD cannot respond independently, as a typical structure fire requires up to 20 firefighters and multiple types of apparatus depending on the fire and building type. This operational reality applies equally to St. Helena, American Canyon, and other small jurisdictions. Automatic mutual aid and shared regional resources are standard and necessary components of structural fire response.
Service demand data further informs this discussion. Less than one percent of CFD calls are structure fires, while approximately up to 60 percent are medical in nature. Structure fire response already relies on automatic mutual aid and coordinated regional response. CFD’s 2025 Final Activity report showed 1,236 incidents (3-4 incidents per day) responded to by the fire department for the year. These included incidents responded to in the county.
Additional considerations include whether a ladder truck would physically fit within the existing fire station, whether facility modifications would be required, and the fact that new ladder trucks typically require two to three years for manufacture and delivery. Used apparatus may reduce cost and delivery time but would still require evaluation for suitability and long-term maintenance impacts. Currently the city has three buildings that are three stories. The fire chief acknowledges there is no immediate need for a fire ladder truck given the current county resources and mitigation measures in place; however, he strongly advocates that the city put in place financial measures to create a funding source to purchase a ladder truck in the immediate future, given the growth of the city and anticipated addition of multi-story buildings.
FINANCIAL IMPACT:
Based on preliminary Finance estimates, the annual cost comparison is as follows:
• Three full-time firefighters: approximately $500,000
• Three part-time firefighters: approximately $175,000
Estimated cost of Fire Ladder (Aerial) Truck is between $1.5 - $2 million dollars.
CEQA STATUS:
The recommended action is not a project and therefore not subject to CEQA review.
ATTACHMENT(S):
Council Discusion on Fire Dept requests at Council Meeting 021726 Final Fire Activity Report
APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Feb 10 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Feb 11 2026 Item #8.3.
Item #8.3.
2 COUNCIL DISCCUSSION
City Council Meeting
February 17, 2026
Item #8.3.
3 Fire Department Requests
• Additional 3 Full-time Firefighters
• Acquisition of Fire Ladder (Aerial) Truck
Item #8.3.
4 15-YEAR HISTORICAL STAFFING TREND
FISCAL YEAR BUDGETED
STAFFING
WEEKLY TEAM STAFFING
FY2010/11 to FY2018/19
(9 years)
Chief
3 Firefighters
Up to 9 PT Firefighters
Team 1: 1 FTE & 2 open shifts (96 hrs coverage needed)
Team 2 : 1 FTE & 2 open shifts (96 hrs coverage needed) Team 3: 1 FTE & 3 open shifts(144 hrs coverage needed)
10 positions – total 336 hrs open shift coverage needed FY2019/20 to FY2021/22
(3 years)
Chief
3 Engineers
3 Firefighters
Up to 9 PT Firefighters
Team 1: 2 FTE & 1 open shift (48 hrs coverage needed)
Team 2 : 2 FTE & 1 open shift (48 hrs coverage needed)
Team 3: 2 FTE & 2 open shifts (96 hrs coverage needed)
10 positions – total 192 hrs open shift coverage needed FY2022/23 to FY2024/25
(3 years)
Chief
3 Captains
3 Engineers
3 Firefighters
Up to 6 PT Firefighters
Team 1: 3 FTE
Team 2: 3 FTE
Team 3: 3 FTE & 1 open slot (48 hrs coverage needed)
10 positions – total 48 hrs open shift coverage needed) Staffing model changed adding 2 positons:
Team 1: 3 FTE & 1open slot (48 hrs coverage needed)
Team 2: 3 FTE & 1 open slot (48hrs coverage needed)
Team 3: 3 FTE & 1 open slot (48 hrs coverage needed)
12 positions – total 144 hrs open shift coverage neededItem #8.3.
5 10-YEAR FIRE BUDGET/OVERTIME COMPARISON
FIRE FY
15/16
FY
16/17
FY
17/18
FY
18/19
FY
19/20
Budget Chief
3 FTE
9 PTE
$1,298,054 Chief
3 FTE
9 PTE
$1,355,885 Chief
3 FTE
9 PTE
$1,514,521 Chief
3 FTE
9 PTE
$1,590,383 Chief
6 FTE
9 PTE
$1,914,499
Staff Cost $1,096,952 $1,169,027 $1,307,023 $1,405,895 $1,685,559 Overtime $170,545 $138,064 $192,449 $182,291 $255,012
CITY
BUDGET
FIRE FY
20/21
FY
21/22
FY
22/23
FY
23/24
FY
24/25
Budget Chief
6 FTE
9 PTE
$2,371,176 Chief
6 FTE
9 PTE
$2,685,595 Chief
9 FTE
6 PTE
$2,941,302 Chief
9 FTE
6 PTE
$3,075,398 Chief
9 FTE
6 PTE
$3,511,727
Staff Cost $2,169,731 $2,136,698 $2,598,872 $2,680,648 $3,011,453 Overtime $561,346 $441,177 $505,923 $681,721 $811,744
CITY
BUDGET
$12,914,951 $19,221,648 $21,486,147 $21,720,203 $22,711,570Item #8.3.
6 5-YEAR AUDIT OF OVERTIME HOURS REPORTED
• TYPE OF OVERTIME
• FY20-21
• FY21-22
• +FY22-23
• FY23-24
• FY24-25
• TOTAL
• * Includes Glass & LNU Lightning Complex Fire Mutual Aid Strike Team responses • ** Includes Dixie Fire Mutual Aid Strike Team response • *** Includes LA Palisades Fire Mutual Aid Strike Team response • + Year that staffing model changed, adding 4 additional shifts each week.
TYPE OF OVERTIME FY20-21 FY21-22 +FY22-23 FY23-24 FY24-25 TOTAL Strike Team Coverage *5749.5 **3144 1301 736.5 ***3,914 14,845 Shift Coverage 618.25 919.5 4613 3370.5 4,989.5 14,510.75 Sick Coverage 15 746.5 469 2118 657.5 4,006
Vacation/Comp Time Coverage 0 144 216 1160 1,274.5 2,794.5 Special Events 532.5 207 42 7 100 888.5
Training 12 82 153 11.75 153 411.75
Miscellaneous 142.25 212 190.75 354 359 1258
TOTAL HOURS 7,069.5 5,455 6,984.75 7,757.75 11,447.5 38,714.5Item #8.3. Page 124 of 127 7 Conclusion
• Discussion on Fire Department request
• Direction to staff
Item #8.3.
YEAR TO DATE INCIDENT COUNT AVERAGE TIME PER INCIDENT
1,236 00h:24m:44s
LAST MONTH INCIDENT COUNT AVERAGE RESPONSE TIME
85 00h:03m:21 s
CFD DECEMBER 2025 ACTIVITY REPORT
INCIDENT TYPES
400 - Hazardous Condition
500 - Service Call ""'
700 - False Alarm 300 - Rescue & EMS
600 - Good Intent Call
■ 300 - Rescue & EMS ■ 600 - Good Intent Call ■ 700 - False Alarm ■ 500 - Service Call ■ 400 - Hazardous Condition ■ Others
AID PROVIDED
INCIDENT TYPE
# OF INCIDENTS
KNIGHTS VALLEY
VFD
NAPA CFD (AUTO
AID)
ST. HELENA FIRE
DEPT.
100 - Fire 1
300 - Rescue & EMS 11
400 - Hazardous Condition 2
500 - Service Call 1
600 - Good Intent Call 1 5
700 - False Alarm 1
Item #8.3.
DECEMBER 2025 TRAINING HOURS
BeglinBowyerCampbellDavisDodsonFrenzelKinworthyLenhartMartinezMartinez RamirezMatchamMcCormickPainePobletteSanguinettiSmithersTamagniGrand Total Admin. Training 1 1 28 30
Cardio / Weight lifting / Pt Hike / Injury prevention 4 4 1 3 7 1 2 3 1 3 3 3 3 38 Company Training Documentation v2 19 24 22.5 14 15 29 10.5 10.5 24.5 4 27 23 5 7 22 14 271 Drive on Roadway, NFPA 1002, 4.3 2 2
Driver Training Documentation v2 1 1 1 3
EMS Advanced Cervical Spinal Injuries: Special Considerations for Athletics 1 1 2 EMS Assessment and Treatment of Altered Mental Status (2861507) 1 1 EMS Medication Errors (77246) 1 1
EMS Obstetrical Emergencies (2501620) 2 2 2 6
EMS Operating an AED (4892) 1 1
EMS Prehospital Considerations for Burn Treatment (2664004) 1 1 Hydrant (forward lay) 2 2
Pumper 02 Apparatus Inspection and Maintenance 2 2 2 2 8 Pumping multiple hoselines 2 2 2 2 2 10
Grand Total 19 32 27.5 15 24 37 14.5 16.5 29.5 8 28 28 30 5 10 31 21 376 Permit Type Permit Applicant Name Permit ESO Properties Record Permit Location Special Event Chabad of Napa Valley N\A Pioneer Park
City of Calistoga - Recreation
Department
Brannan Center 1407 3rd ST
Our Lady of Perpetual Help Roman
Catholi
Our Lady of Perpetual Help Roman
Catholi
901 Washington
ST
FIRE CODE OPERATIONAL PERMITS
File# Address Activity Type
25-000476 1856 LINCOLN AVE Permit Review
25-000485 1602 GREENWOOD AVE Permit Review
25-000503 1430 LINCOLN AVE Permit Review
25-000511 1017 CEDAR ST Permit Review
25-000516 971 PETRIFIED FOREST RD Permit Review
PLANNING & BUILDING ACTIVITIES
Item #8.3.