Mayor
Donald Williams
Vice Mayor
Lisa Gift
Councilmembers
Irais Lopez-Ortega
Scott Cooper
Kevin Eisenberg
AGENDA
City Council - Regular Meeting
Tuesday, August 4, 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 5)
4. CITY MANAGER’S REPORT
5. PROCLAMATIONS/PRESENTATIONS/ AWARDS
5.1. The Chamber of Commerce will present a FY25-26 Report.
Recommended Action: - Receive the Presentation
Staff Report - Presentation by the Chamber of Commerce - Pdf (Page 6 - 27)
5.2. The Napa Valley Transportation Authority will present to Council regarding the Countywide Active Transportation Plan
Recommended Action: - Receive the Presentation
Staff Report - Napa Valley Transportation Authority Presentation - Pdf (Page 28 - 45)
6. CONSENT CALENDAR
6.1. Adoption of Consent Calendar
Recommended Action: To adopt consent calendar as presented / with the exception of
6.2. Approve the meeting minutes of a prior meeting
City Council Regular Meeting - Jun 23 2026 - Minutes - Pdf (Page 46 - 49)
6.3. Consideration of a resolution authorizing the City Manager to execute Professional Services Agreements with M-Group (Consultant) for land use planning services.
Recommended Action:
Adopt the Resolution (Attachment 1) authorizing the Acting City Manager to execute a Professional Services Agreement with M-Group (Consultant) for land use planning services (Attachment 2).
Staff Report - Consultant Services Agreement with M-Group for land use planning services - Pdf (Page 50 - 77)
Attachment 1 - M-Group Resolution (Page 50 - 77)
Attachement 2 - M-Group Agreement for Consultant Services FS26-27 (Page 50 - 77)
6.4. Accept grant funding to help the Calistoga Police Department reduce and mitigate the impacts of impaired driving in our community.
Recommended Action: - Consider Adopting the Resolution
Staff Report - Accepting Cannabis Tax Fund Grant Program Funding - Pdf (Page 78 - 93)
6.5. Consideration of a Resolution Approving Master Agreement for Consultant Services – Task Order No. 3 with Larry Walker Associates (LWA)
Recommended Action: - Consider Adopting the Resolution
Staff Report - Consideration of a Resolution Approving Master Agreement for Consultant Services – Task Order No. 3 with Larry Walker Associates (LWA) - Pdf (Page 94 - 114)
6.6. Consider adopting a Resolution authorizing the City Manager to execute a two-year intergovernmental services agreement for housing services from the Housing Authority of the City of Napa.
Staff Report - Housing Authority of the City of Napa Services Agreement - Pdf (Page 115 - 138)
Attachment 1 - HACN Resolution (Page 115 - 138)
Attachment 2 - HACN Services Agreement_Calistoga (Page 115 - 138)
6.7. Council will consider awarding two Business Economic Diversification Grants Recommended Action: Consider awarding the Business Economic Diversification Grant to Waves of Love Wellness and Calistoga Guided Hikes in the amount of $1,500 each.
Staff Report - Awarding Business Economic Diversification Grants - Pdf (Page 139 - 147)
6.8. Council will consider adopting a resolution approving the design contract for the South Oak Street Pedestrian Bridge Project
Recommended Action: - Consider Adopting the Resolution
Staff Report - Approve a Budget Adjustment and Amendment No. 1 to the Consultant
Services Agreement with Mark Thomas & Company, Inc. for the South Oak - Pdf (Page 148 - 175)
6.9. Consider adopting a Resolution to Execute an Automatic Aid Agreement between the Calistoga Fire Department and the Napa County Fire Department Recommended Action: - Consider Adopting the Resolution
Staff Report - Napa County Fire Department Automatic Aid Agreement - Pdf (Page 176 - 195)
7. PUBLIC HEARING
7.1. Introduction and First Reading of an Ordinance of the City of Calistoga City Council Amending Municipal Code Chapter 19.01 (Trees) Regarding the Authority Responsible for Implementation and Enforcement of the Chapter.
Recommended Action:
Consider introducing and waiving further reading of the Ordinance Amendment of the City of Calistoga Municipal Code Chapter 19.01 (Trees) to Change the Authority Responsible for Implementation and Enforcement of the Chapter from the Director of Public Works to the Director of Planning and Building.
Staff Report - Introduction and First Reading of an Ordinance of the City of Calistoga City Council Amending Municipal Code Chapter 19.01 (Trees) Rega - Pdf (Page 196 - 208)
Attachment 1 - Ordinance of the City Council Amending CMC Ch. 19.01 (Page 196 - 208)
8. GENERAL GOVERNMENT
8.1. Consideration of a recommendation from the Calistoga Green Committee to direct staff to draft amendments to Chapters 18.16, 18.17, and 19.12 of the Calistoga Municipal Code.
Recommended Action: The Calistoga Green Committee recommends that the City Council direct staff to draft amendments to Chapters 18.16, 18.17, and 19.12 of the Calistoga Municipal Code using the draft ordinance language included as Attachment 1.
Staff Report - Consideration of a Recommendation from the Calistoga Green Committee to Amend Chapter 8.16, 8.17 and 19.12 of the Calistoga Municpal Co - Pdf (Page 209 - 219)
Amendment to Foodware Ordinance 06.16.2026 v.3 (Page 209 - 219)
8.2. Consideration of a recommendation from the Calistoga Green Committee to direct staff to evaluate exterior lighting standards intended to preserve the naturally dark sky and to protect the health and welfare of residents, visitors, wildlife, and the environment.
Recommended Action:
The Calistoga Green Committee recommends that the City Council direct staff to evaluate the adoption of “Dark Sky” exterior lighting standards and return to the City Council with a recommended draft ordinance and city policy language for consideration.
Staff Report - Consideration of a Recommendation from the Calistoga Green Committee to Establish Exterior Lighting Standards - Pdf (Page 220 - 224) Attachment 1 - Dark Sky Goals, Benefits and Examples (Page 220 - 224)
8.3. Consideration of a recommendation from the Calistoga Green Committee to direct
staff to evaluate the adoption of Low-Carbon Concrete (LCC) standards.
Recommended Action:
The Calistoga Green Committee recommends that the City Council direct staff to evaluate the adoption of Low-Carbon Concrete (LCC) standards and return to the City Council with a recommended draft ordinance and city policy language for consideration.
Staff Report - Consideration of a Recommendation from the Calistoga Green Committee to Establish Low Carbon Concrete (LLC) Standards. - Pdf (Page 225 - 228)
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.calistogaca.gov 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 July 28, 2025.
Yudiana Galvan, City Clerk
1 Yudiana Galvan
From: Sheila Allen
Sent: Monday, July 27, 2026 10:26 PM
To: Public Comment
Subject: Water rates too high
i am a senior citizen & a widow of 13 years & though i wrote letters to the City council & attended many meetings to protest these outrageous rates, the city still raised the rates & said they needed the money to start fixing outdated infrastructure. This was several years ago & still nothing has been done.
The other unfair analysis is that our city has 5500 residents & only 1400 on water meters. The city needs to reevaluate this lopsidedness & lower our waste water & sewer costs.
Please hear the concerns of local citizens like me and many others & consider this request.
Thank you for your time & consideration.
Sincerely,
Sheila Allen
Calistoga Resident
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 - Aug 04 2026
Subject: Presentation by the Chamber of Commerce
DESCRIPTION:
The Chamber of Commerce will present a FY25-26 Report.
RECOMMENDATION:
Receive the Presentation
CEQA STATUS:
None
ATTACHMENT(S):
PowerPoint - Annual Report FY25-26
APPROVAL(S):
Rachel Stepp, Deputy City Manager Approved - Jul 24 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jul 27 2026 Item #5.1.
Fiscal Year 2025 - 2026 Report
Item #5.1.
Budget: $566,400
Item #5.1.
Social Media Overview
2025 - 2026
Item #5.1.
Item #5.1.
Item #5.1.
Rebrand 2026
Item #5.1.
Item #5.1.
Item #5.1.
Item #5.1.
Public Relations and Media
2025 - 2026
Item #5.1.
Item #5.1.
Item #5.1.
Footfall and Welcome Center Traffic
2025 - 2026
Item #5.1.
Item #5.1.
Welcome Center Visitor Count : 2025 - 2026
Welcome Center staff helped 16,589 unique visitors enjoy their time in Calistoga! This is a 15% increase over 2024 - 2025!
Item #5.1.
Annual Events
Item #5.1.
Unwind Weekend
Item #5.1.
Concerts in the Park
Item #5.1.
Harvest Table
Item #5.1.
Tractor Parade
Item #5.1.
THANK YOU!
Item #5.1.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City of Calistoga | City Clerk
Meeting: City Council - Regular Meeting - Aug 04 2026
Subject: Napa Valley Transportation Authority Presentation DESCRIPTION:
The Napa Valley Transportation Authority will present to Council regarding the Countywide Active Transportation Plan
RECOMMENDATION:
Receive the Presentation
FINANCIAL IMPACT:
None
CEQA STATUS:
None
ATTACHMENT(S):
NVTA Presentation
APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Jul 20 2026 Rachel Stepp, Deputy City Manager Approved - Jul 22 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jul 27 2026 Item #5.2.
Napa Countywide
Active Transportation Plan
Calistoga City Council
August 4, 2026
Item #5.2.
Why a Countywide AT Plan?
2 • Align investments with best practices
• Consistency with state/regional law & policy
– Daylighting, Class IV Bikeways, Sharrows
• Maintain eligibility for funding opportunities
• Collect & Maintain GIS Data on facilities
• Engage public to reflect community needs
• Establish & evaluate progress toward goals
Item #5.2.
Project Timeline
3 Project
Kick-Off
Data
Collection &
Existing
Conditions
Community
&
Stakeholder
Engagement
Recommendations
Development
Plan
Completion
Fall 2024
Winter 2024
Spring 2025 – Winter 2025
Fall 2025
Winter 2026
Item #5.2.
Total Engagement
• Nearly 2,000 unique engagements
In-Person
• Napa & Calistoga Workshops
• City of Calistoga Farmers Market
• Calistoga ATAC Presentations
• 30+ Partner Events Countywide
Online Engagement
• Interactive Maps: 463 comments
• Survey: 199 surveys
Community Engagement Summary
4 Item #5.2.
Plan Organization:
• Countywide Goals & Objectives
• Countywide Policy Framework
• Best Practices Toolkit
• Local Plan Chapter (Ch 11)
– Existing conditions
– Facility recommendations
– Implementation Plan & Priorities
Plan Organization and Goals
5 Safety
Equity and Accessibility
Connectivity
Sustainability
Maintenance
Data/Evaluation
Plan Goals:
Item #5.2.
Countywide Policies
• Builds on existing adopted plans,
& leverages best practices
• Utilizes Safe Routes “E’s” framework
– Engineering
– Education & Engagement
– Encouragement
– Evaluation
• Policies serve as a countywide baseline,
with flexibility for local context
Active Transportation Policies (Chapter 5)
6 Item #5.2.
Toolkit Objectives • Provide simplified, accurate guidance and context for the most common facilities &
active transportation treatments – Bike Paths/Lanes/Routes – Intersection improvements – Traffic Calming – Sidewalks – Maintenance Best Practices • Serve as a resource for engineers,
planners and community members
Treatment Toolkit (Appendix D) 7
Item #5.2.
Facility Recommendations • Review of prior planning efforts • Vision Zero High Injury Network • Bicycle Level of Traffic Stress – Avoid high-stress roadways – Lower volume/speeds preferred • Trip origin and destination mapping – Contiguous low-stress routes
• Community-identified priorities
Needs Assessment 8
Item #5.2.
Needs Assessment 9
Level of Traffic Stress
LTS produces a score for roadways from
1 to 4.
Streets that scored 1 or 2 are less
stressful and comfortable for bicyclists of
most ages and abilities.
Roughly 21% of roadway miles in
American Canyon scored LTS 3 or 4 and
are considered “high stress.”
Item #5.2.
Existing Bicycle Network
10 Jurisdiction
2019
Existing Mileage
2019
Proposed
2019
Total
2025
Existing Mileage
2025
Proposed Mileage
2025
Total
City of Calistoga 6.0 mi 15.0 21.0 6.9 14.1 21.0
City of St. Helena 2.5 25.1 27.6 5.5 23.6 29.1
Town of Yountville 4.2 0.8 5.0 3.5 1.5 5.1
City of Napa 49.0 59.2 108.2 54.2 68.4 122.6
City of American
Canyon 13.1 24.1 37.2 18.8 25.1 43.9
Unincorporated
Napa County 67.5 323.5 391.0 83.8 296.7 380.4
Total 142.3 447.7 590.0 172.7 429.4 602.1
Note: 2025 Existing mileage totals are based on a comprehensive review of all facilities, which in some cases resulted in removal or recategorization of 2019 facility designation. As such, direct comparison between 2019 and 2025 totals for a given jurisdiction may be misleading.
All Bicycle Facilities by Jurisdiction
Item #5.2.
Existing Bicycle Network – American Canyon
11 Item #5.2.
Draft Bicycle Network
12 Note: Existing mileage totals are derived from a comprehensive review of existing bicycle facilities, which in some cases resulted in removal or re-categorization of facilities. Mixed classification corridors are categorized by lowest quality facility. Rows/Columns may not sum due to rounding.
Item #5.2.
Bicycle Project Prioritization & Benefits
13 Item #5.2.
Pedestrian Network Gap Closures
14 Methodology • Existing Data Collection – Countywide Sidewalks & Crosswalks
• Identify Key Destinations – Transit Stops, Schools, Parks, Retail, Medical
• Network Gap Analysis – Within 500’ of Key Destinations and major corridors
– Complete one side of corridor vs
alternating patchwork
Item #5.2.
Pedestrian Network Recommendations
15 Sidewalk gap closure projects were proposed if
they met the following criteria:
• Within 500 feet of a point of interest,
including parks, schools, transit stops, etc.
• The gap is located along a corridor with an
existing or proposed bicycle improvement.
In addition to the methodology described above,
a manual review was conducted to add or
exclude projects where necessary.
Item #5.2.
Environmental Approvals
16 As required by state law, NVTA submitted a
Notice of Exemption for the Countywide AT Plan.
Active Transportation Plans are exempt from
CEQA review pursuant to Public Resources
Code § 21080.20.
Because the Plan was developed to include all
local jurisdictions and unincorporated Napa
County, no additional local action is necessary.
Item #5.2.
Thank you.
Questions?
17 For more information, visit
https://napaatplan.org/
Item #5.2.
MINUTES
CALISTOGA CITY COUNCIL - REGULAR MEETING
Tuesday, June 23, 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 6:00 p.m.
Present: Mayor Williams, Vice Mayor Gift and Councilmembers Lopez-Ortega, Eisenberg and Cooper.
Absent:
2. REPORT FROM CLOSED SESSIONS
There was a closed session on 6/16 regarding real property negotiations, no reportable action.
3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS Public comment was received from Teddy Antonopoulos, Kerri Abreu, Antoinette Maillard, Noreen Moses and Cindy Yant.
4. CITY MANAGER’S REPORT
City Manager Celaya reported:
1. The 4th of July Parade will begin at 11 a.m. on Lincoln, followed by a celebration at Pioneer Park.
2. The Circus is in town on July 17-19; more information to come.
3. Welcomed Public Works' new hire, Maintenance Technician Fernando Velasco.
4. An ATP Grant Application for $2.4 million has been submitted for the S. Oak Bridge Project.
5. Water main line work on Lincoln has been delayed until after the 4th of July.
6. The new laundromat has opened on Foothill Blvd.
7. Yesterday's prescribed fire controlled burn lasted about 90 minutes and treated 9 acres of hazardous fuels.
8. The pop-up family carnival was a success, as was the car show over the weekend.
5. PROCLAMATIONS/PRESENTATIONS/ AWARDS
5.1. Council proclaimed June as Parks Make Life Better!®. The Mayor presented Recreation Manager Erin Stroud with a proclamation.
5.2. Council received a presentation regarding a proposed project at 1800 Lincoln Avenue by Adam Hemberger.
Public comment was received from Stuart Schwartz, Charlotte Williams, Anita Stevens, Greg Stevens, Kassidy Harris, Leslie Easterday, Judy Whitney, Kerri Abreu, Eric Blasen, Donald Williams, David Ellefson, Mary McKenzie, Rebecca Cooper, Eunice Roberson, Cory Roberson, Boris Pavlovic, Jen Fruetel and Jeff Stone.
6. CONSENT CALENDAR
6.1. Adoption of Consent Calendar
Motion by Councilmember Cooper and seconded by Councilmember Eisenberg to adopt the Item #6.2.
City Council - Regular Meeting Minutes June 23, 2026
consent calendar with the exception of 6.6 and 6.8 Motion Carried AYES: Mayor Williams, Councilmember Lopez-Ortega, Vice Mayor Gift, Councilmember Cooper, and Councilmember Eisenberg NOES: None
ABSTAIN: None
ABSENT: None
6.2. Adoption of Resolution No. 2026-40 - Approving and Accepting the Grant of Utility Easement and Maintenance and Access Agreement with the Calistoga Joint Unified School District and Authorizing the City Manager to Execute the Agreement to Create a 15-FootWide Utility Easement and Confirm Other Maintenance Obligations.
6.3. Adoption of Resolution No. 2026-41 - Authorizing the City Manager to Execute a License Agreement with the Calistoga Chamber of Commerce for the Continued Operation of the Calistoga Farmers Market.
6.4. Adoption of Resolution No. 2026-42 - Authorizing the City Manager to Execute a License Agreement with New Cingular Wireless PCS, LLC for Cellular Communications Facilities at the Calistoga Fairgrounds.
6.5. Adoption of Resolution No. 2026-43 - Authorizing the issuance of a Purchase Order (PO) to Rescue Engineers in the amount of $69,500 for the installation of granulated activated carbon (GAC) into the existing filters at the Kimball Water Treatment Plant (WTP).
6.6. Adoption of Ordinance No. 782 - Amending Sections 8.16.010, 8.16.020, and 8.16.030 and adding Section 8.16.090 to Chapter 8.16, “Garbage and Refuse” of Title 8 of the Calistoga Municipal Code relating to commercial waste collection and disposal.
This item was pulled for discussion by Mayor Williams, who confirmed with staff that a small business owner would be able to bring the waste home for disposal. Director Rayner clarified that a waiver could be made for a business that does not generate significant waste. Vice Mayor Gift concurred with that concern.
Public comment was received from Kerri Abreu.
Motion by Mayor Williams and seconded by Vice Mayor Gift to waive the second reading and approve the Ordinance amending Sections 8.16.010, 8.16.020, and 8.16.030 and adding Section 8.16.090 to Chapter 8.16, “Garbage and Refuse” of Title 8 of the Calistoga Municipal Code relating to commercial waste collection and disposal. Consider Approving the Ordinance Amendment Motion Carried
AYES: Mayor Williams, Councilmember Lopez-Ortega, Vice Mayor Gift, Councilmember Cooper, and Councilmember Eisenberg NOES: None
ABSTAIN: None
ABSENT: None
6.7. Adoption of Resolution No. 2026-44 - Consider adopting a Resolution Authorizing the City Manager to Execute an Agreement with UpValley Family Centers for Administration of the
Item #6.2.
City Council - Regular Meeting Minutes June 23, 2026
City of Calistoga Water and Wastewater Utility Assistance Program.
6.8. Adoption of Resolution No. 2026-45 - Approving the first amendment to Boys and Girls Club Consultant Services Agreement and Monhoff Center Lease Agreement This item was pulled for discussion by Mayor Williams who clarified the amounts allocated in the agreement. Council discussed the item and expressed their support for the teen center and concern for community members suffering food insecurity.
Public comment was received from Cindy Yant and Kerri Abreu.
Motion by Vice Mayor Gift and seconded by Councilmember Eisenberg approving First Amendments to Consultant Services and Building Lease Agreements. Motion Carried AYES: Councilmember Lopez-Ortega, Vice Mayor Gift,
Councilmember Cooper, and Councilmember Eisenberg
NOES: Mayor Williams
ABSTAIN: None
ABSENT: None
7. PUBLIC HEARING
8. GENERAL GOVERNMENT
8.1. Council was asked to provide input, discuss options, and provide direction to staff on what grant to submit to Up Valley Waste Management.
Director Rayner presented this item. Council discussed and directed staff to seek grant funds for a sidewalk sweeper, mulch mower, and 3-way trash bins.
Public comment was received from Irina D'Amato.
8.2. Council was asked to consider and give direction regarding the development and release of a Request for Proposals (RFP) for the operation and long-term management of the Mt. St.
Helena Golf Course.
This item was presented by Fairgrounds Director Sheli Wright and FAC Chair Shane Pavitt.
Council discussed the item and asked clarifying questions.
Public comment was received from Ms. Podgi, Sally Houk, Charlotte Williams, Kerri Abreu and Cindy Yant.
Motion by Mayor Williams and seconded by Vice Mayor Gift to authorize staff to develop and release a Request for Proposal relating to the golf course. 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 June 23, 2026
ABSENT: None
8.3. ***THIS ITEM WAS CONTINUED TO A FUTURE MEETING*** Consideration of Amending Calistoga Municipal Code Chapter 17.37 – Accessory Dwelling Units, to comply with state regulations and provide additional incentives for ADU development.
9. COUNCIL REPORTS
Councilmember Cooper attended the Up Valley Waste Management meeting and reports that rates will be going up. The Cloverflat Landfill closure is still underway, although a lot slower than expected.
Councilmember Eisenberg attended NVTA, where Calistoga's grant application for the S. Oak Bridge project was selected to be sent on. Also, BottleRock generated 8,000 free bus trips to and from BottleRock. Calistoga was rated 12th in all of CA for bicycle friendliness.
Councilmember Lopez-Ortega attended a meeting with the Commission on Aging at the community center, and a lot of great info and resources were shared with seniors.
10. ADJOURNMENT
Mayor Williams adjourned the meeting, at 8:55 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: Claudia Pouliot, Management Analyst I
Meeting: City Council - Regular Meeting - Aug 04 2026
Subject: Consultant Services Agreement with M-Group for land use planning services DESCRIPTION:
Consideration of a resolution authorizing the City Manager to execute Professional Services Agreements with M-Group (Consultant) for land use planning services.
RECOMMENDATION:
Adopt the Resolution (Attachment 1) authorizing the Acting City Manager to execute a Professional Services Agreement with M-Group (Consultant) for land use planning services (Attachment 2).
SUMMARY:
The City has a need for part-time/temporary/contract services for expertise as it pertains to CEQA review, processing of private land development project applications and city-initiated land use projects.
ANALYSIS:
The City has contracted with M-Group for part-time/temporary/contract planning services since 2020. M-Group is a consultancy that focuses on providing municipalities with specific land use expertise.
In FY 25/26, the City authorized $75,000 for non-cost-recovery services for M-Group. For FY 26/27, the City has negotiated a contract of $100,000 with M-Group for non-cost-recovery services. Under the FY 26/27 contract, M-Group will continue to provide part-time/temporary/contract land use planning services in the following areas:
1. CEQA Review and Analysis for Private Development and City-Initiated Projects.
2. General Plan, Municipal Code and Policy Support Services.
3. Housing Element Action Item Implementation.
Additionally, the city will continue to route the following entitlement projects to M-Group:
- Projects which staff have no expertise in processing. - Projects which staff are unable to process due to internal workload/scheduling constraints.
Item #6.3.
FINANCIAL IMPACT:
The costs associated with utilizing M-Group's services will be recovered through Developer Deposit Account (DDA) fees. City-initiated projects will be funded by the Planning & Building Department’s FY 26/27 consultant services budget (101-4115-4402), Housing Element budget (128-4670-4402) and the Measure D fund (for housing element implementation). The planning department's FY 26/27 budget has allocated $100,000 for expertise as it pertains to CEQA review, processing of private land development project applications and city-initiated land use projects.
CEQA STATUS:
Under the California Environmental Quality Act (CEQA), a "project" is defined as an activity that may cause a direct or reasonably foreseeable indirect physical change in the environment. This includes activities that are directly undertaken by the City of Calistoga, receive financial assistance from the City (e.g. fully funded or in part), or require discretionary approval from the City. To qualify as a project under CEQA, the action must have the potential to result in a direct or indirect physical impact to the environment. Actions that are ministerial, organizational, or financial in nature (such as internal financial decisions, budgeting, or feasibility studies) do not meet the definition of project under CEQA and therefore are not subject to CEQA review. Pursuant to CEQA Guidelines Section 15378, the proposed action does not constitute a "project" as defined by CEQA. The action involves general policy direction, ministerial activities, or organizational or fiscal decisions that do not result in a direct or reasonably foreseeable indirect physical change in the environment. For this reason, the proposed action is not subject to environmental review requirements as established by the California Code of Regulations, Title 14, Sections 15000-15387 (and Public Resources Code Section 21000- 21189.70.10).
ATTACHMENT(S):
Attachment 1 - M-Group Resolution
Attachement 2 - M-Group Agreement for Consultant Services FS26-27 APPROVAL(S):
Greg Desmond, Planning & Building Director Approved - Jul 22 2026 Connie Cardenas, Admin. Services Director Approved - Jul 23 2026 Rachel Stepp, Deputy City Manager Approved - Jul 24 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jul 27 2026 Item #6.3.
ATTACHMENT 1
RESOLUTION NO. 2026-XXX
Authorizing Agreement No. XXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA (CITY)
AUTHORIZING THE INTERIM CITY MANAGER TO ENTER INTO A PROFESSIONAL
SERVICES AGREEMENT WITH M-GROUP (CONSULTANT) FOR LAND USE
PLANNING SERVICES
WHEREAS, the City desires to utilize a professional consultant for specific land use planning services for private development projects as well as city-initiated land planning and special projects; and
WHEREAS, Consultant has provided this specific expertise to City and has the ability to continue in this capacity, including providing services for city-initiated land use planning, special projects, private development and environmental review projects; and WHEREAS, Consultant is currently providing these services in the City, and the proximity of their firm to Calistoga will allow the City to efficiently cover its needs; and WHEREAS, the costs associated with the provision of these services will be recovered in part through the revenue collected in conjunction with the processing of private development projects (Developer Deposit Accounts), and the Department’s FY 2026-27 budget for contract services (101-4115-4402) not to exceed $100,000 for noncost-recovery items.
NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of Calistoga hereby authorizes the Interim City Manager to enter into a professional services agreement for the provision of said land use planning services.
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 4
th day of August, 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.
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OAK #4890-2776-3737v1 (Rev. 9/2021)
AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this 4th day of August, 2026, by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as "CITY") and M-Group, a corporation (hereinafter referred to as "CONSULTANT"). CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, CITY requires support with processing special planning projects including the handling of certain entitlement applications for the Planning Division, long-range and environmental review services in connection with the Planning & Building Department; WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.
NOW, THEREFORE, for the considerations hereinafter set forth, CONSULTANT and CITY agree as follows:
ARTICLE 1 - SCOPE OF SERVICES
1.1. Scope of Work. CONSULTANT agrees to furnish the services set forth in Exhibit A, Scope of Work, which is attached hereto and incorporated herein (the "Services").
1.2. Compliance with Law. The Services shall be performed in accordance with all applicable federal, state and local laws, ordinances, rules, regulations and orders.
1.3. Time is of the Essence. CONSULTANT agrees to diligently prosecute the Services. In the performance of this Agreement, time is of the essence.
1.4. Professional Competence. CONSULTANT represents that it has the professional skills necessary to perform the Services and that it will perform the Services in a skillful and professional manner. CONSULTANT represents that it has all the necessary licenses to perform the Services and shall maintain them throughout the term of this Agreement.
CONSULTANT agrees that the Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULTANT is engaged, in the same or similar geographical area in which CONSULTANT practices its profession, and will prepare all work products required by this Agreement in accordance with such standards. CITY and CONSULTANT agree that CONSULTANT is in responsible charge of the Services and CITY shall have no control over the method or means of performance of the Services. Acceptance by CITY of the Services does not operate as a release of CONSULTANT from professional responsibility for the Services performed.
Item #6.3.
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OAK #4890-2776-373v1 (Rev. 9/2021)
1.5. Independent Contractor. CONSULTANT is an independent contractor and not an employee of CITY. CONSULTANT expressly warrants that it will not represent that it is an employee of CITY. Persons employed or utilized by CONSULTANT in the performance of the Services will not be employees or agents of CITY. CONSULTANT is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.
1.6. Confidentiality. CONSULTANT agrees to maintain in confidence and not disclose to any person, firm, governmental entity, or corporation, without CITY's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of CITY. CONSULTANT further agrees to maintain in confidence and not to disclose to any person, firm, governmental entity, or corporation any data, information, technology, or material developed or obtained by CONSULTANT during the performance of the Services. The covenants contained in this Section 1.6 shall survive the termination of this Agreement for whatever cause.
1.7. Ownership of Material. Any reports and other material prepared by or on behalf of CONSULTANT under this Agreement (collectively, the "Documents") shall be and remain the property of CITY. All Documents not already provided to CITY shall be delivered to CITY on the date of termination of this Agreement for any reason. The Documents may be used by CITY and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes CITY may deem appropriate without further employment of or payment of any compensation to CONSULTANT.
1.8. Documentation. CONSULTANT shall keep and maintain full and complete documentation and accounting records, employee time sheets, and correspondence pertaining to the performance of the Services, and CONSULTANT shall make such documents available for review and/or audit by CITY and CITY's representatives at all reasonable times for at least four years after the termination of this Agreement or completion of the Services.
1.9. Testimony. CONSULTANT agrees to testify at CITY's request if litigation is brought against CITY in connection with the Services. Unless the action is brought by CONSULTANT or is based upon CONSULTANT's negligence, CITY will compensate CONSULTANT for the preparation and the testimony at CONSULTANT's standard hourly rates.
ARTICLE 2 - COMPENSATION
2.1. Compensation. Compensation for the Services shall be in accordance with Exhibit B, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $100,000 ("Cost Ceiling") in non-cost recovery items for FY26-27.
2.2. Invoices. CONSULTANT shall submit monthly invoices in a form satisfactory to CITY on or before the tenth day of each month for Services provided during the preceding month. CONSULTANT shall submit time and cost records as necessary to substantiate Item #6.3.
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OAK #4890-2776-373v1 (Rev. 9/2021)
performance of the Services. Within 35 days after receipt of each such invoice, CITY shall verify the accuracy of the invoice, correct the charges where appropriate and as discussed and mutually agreed with CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as verified or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT's work. CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in CONSULTANT's performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.
2.3. Status Reports. Together with each monthly invoice, CONSULTANT shall submit a status report detailing the amount expended on the Services to that date and the remaining amount to be expended before the Cost Ceiling is reached. CONSULTANT shall notify CITY in writing when payments have reached 90 percent of the Cost Ceiling.
2.4. Withholding. In lieu of holding retention, CITY shall withhold CONSULTANT's final payment until the Services are complete and CITY has received all Documents.
CONSULTANT shall diligently continue and complete performance of the Services if the Services are not complete at the time CONSULTANT has performed services up to the Cost Ceiling.
ARTICLE 3 - TIME OF PERFORMANCE
3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term"). CONSULTANT agrees to complete all services by July 31, 2027.
3.2. Termination. This Agreement may be terminated at any time by CITY upon written notice to CONSULTANT.
3.3. Final Payment. CONSULTANT shall be entitled to compensation for Services performed up to the time of such termination, it being understood that any payments are full compensation for the Services rendered under this Agreement.
3.4. Other Remedies. Nothing in this Article 3 shall be deemed to limit the respective rights of the parties to terminate this Agreement for cause or otherwise to exercise any rights or pursue any remedies which may accrue to them.
ARTICLE 4 - DESIGNATED CONTACTS
4.1. CITY Contact. CITY designates Greg Desmond, its Planning and Building Director, as its contact who shall be responsible for administering and interpreting the terms and conditions of this Agreement, for matters relating to CONSULTANT's performance under this Agreement, and for liaison and coordination between CITY and CONSULTANT. In the event CITY wishes to make a change in CITY's representative, CITY will notify CONSULTANT of the change in writing.
Item #6.3.
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OAK #4890-2776-373v1 (Rev. 9/2021)
4.2. CONSULTANT Contact. CONSULTANT designates Olivia Ervin as its contact, who shall have immediate responsibility for the performance of the Services and for all matters relating to performance under this Agreement. Any change in CONSULTANT's designated contact shall be subject to written approval by CITY.
ARTICLE 5 - INDEMNIFICATION AND INSURANCE
5.1. Indemnification. CONSULTANT shall, to the fullest extent allowed by law, with respect to claims, liability, loss, damage, costs, or expenses, including reasonable attorney's and expert witness fees, awards, fines, penalties, or judgments, arising out of or relating to the Services (collectively "Claims"), defend, indemnify, and hold harmless CITY, its Officials, officers, employees and agents (the "CITY Parties"), except to the extent the Claims are attributable to CITY Parties' gross negligence or willful misconduct. CONSULTANT shall defend the CITY Parties as required by California Civil Code Section 2778, and with counsel reasonably acceptable to those parties.
CONSULTANT shall have no right to seek reimbursement from the CITY Parties for the costs of defense.
In the event that CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CalPERS) to be eligible for any CalPERS benefits arising from services provided to CITY under this Agreement, CONSULTANT shall indemnify, defend, and hold CITY harmless from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys’ fees and court costs incurred, including but not limited to, the payment of any employee and/or employer contributions for CalPERS service credit on behalf of CONSULTANT or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of CITY.
If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault.
The obligations contained in this Section 5.1 shall survive the termination of this Agreement for whatever cause for the full period of time allowed by law and shall not in any way be limited by the insurance requirements of this Agreement.
5.2. Health and Safety. CONSULTANT may perform part of the Services at sites which contain unknown working conditions and contaminated materials. CONSULTANT shall be solely responsible for the health and safety of CONSULTANT's employees during the performance of the Services.
Item #6.3.
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OAK #4890-2776-373v1 (Rev. 9/2021)
5.3. Insurance. CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency shall procure, provide and maintain at all times during the performance of this Agreement, and for such additional periods as described herein, the insurance listed below with insurers licensed to do business in the State of California and with a Best's rating of no less than A:VII.
A. Commercial Automobile Liability Insurance. Commercial Automobile Liability Insurance providing bodily injury liability and property damage, to protect against all liability arising out of the use of any owned, leased, passenger or commercial automobile at a minimum amount of $1,000,000 combined single limit and $2,000,000 aggregate. Coverage shall apply to hired and non-owned autos.
B. Commercial General Liability Insurance. Commercial General Liability Insurance, with limits providing a minimum amount of $1,000,000 combined single limit coverage for each occurrence, $2,000,000 general aggregate and $2,000,000 products/completed operations aggregate. The insurance shall cover all operations including but not limited to the following: (1) premises, operations and mobile equipment liability; (2) completed operations and products liability; (3) contractual liability insuring the obligations assumed by CONSULTANT in this Agreement; (4) broad form property damage liability; (5) personal injury liability endorsement, including death; and (6) automobile bodily injury and property damage insurance, including all owned, hired and non-owned equipment.
C. Professional Liability Insurance. Professional Liability Insurance protecting against liabilities arising out of or in connection with negligent acts, errors, or omissions of CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency in connection with this Agreement, at a minimum amount of $1,000,000 combined single limit coverage and $1,000,000 aggregate, on a "claims made basis" with a continuation of coverage extension for liabilities for two years from the date the Services are substantially complete. Such professional liability policies shall include coverage for liability assumed by the CONSULTANT under this Agreement.
D. Workers Compensation Insurance. Workers Compensation insurance, occupational disease insurance and employer’s liability insurance shall be required with minimum limits as required by law, covering all workplaces involved in this Agreement.
E. Sexual Abuse or Molestation (“SAM”) Liability: If the work will include contact with minors, and the Commercial General Liability policy under Section 5.3(B) is not endorsed to include affirmative coverage for sexual abuse or molestation, CONSULTANT shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim.
F. Policy Terms. Concurrently with execution of this Agreement, CONSULTANT shall provide CITY with Certificates of Insurance evidencing that CONSULTANT has obtained or maintains the insurance required by this Section Item #6.3.
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OAK #4890-2776-373v1 (Rev. 9/2021)
5.3. The Certificates shall be on forms acceptable to CITY. CONSULTANT shall also furnish CITY with original endorsements with the following documentation:
• Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after CITY shall have received written notification thereof from CONSULTANT by United States mail;
• Providing that CONSULTANT's insurance shall apply separately to each insured against whom claim is made or suit is brought, and include a “separation of insureds” or “severability” clause which treats each insured separately, except with respect to the limits of the insurer's liability (cross-liability endorsement);
• Excepting CONSULTANT’S professional liability insurance, naming CITY, its City Council, boards, commissions, committees, officers, employees and agents as additional insureds (“Additional Insureds”); and • Providing that for any claims relating to CONSULTANT's services hereunder, CONSULTANT's insurance coverage shall be primary insurance with respect to CITY, its City Council, boards, commissions, committees, officers, employees and agents, and that any insurance or self-insurance maintained by CITY for itself, its City Council, boards, commissions, committees, officers, employees and agents shall be in excess of CONSULTANT's insurance and shall not be contributory with it.
• It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverages requirements and/or limits shall be available to the Additional Insured, including but not limited to any umbrella or excess insurance.
Furthermore, the requirements for coverage and limits shall be the greater of:
(a) the minimum coverage and limits specified in this Agreement; or (b) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.
G. Waiver of Subrogation: CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the CITY by virtue of the payment of any loss under such insurance.
CONSULTANT hereby agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. However, the Worker’s Compensation policy required by Section 5.3(D) of this Agreement shall be endorsed with a waiver of subrogation in favor of CITY for all work performed by CONSULTANT, its employees and/or agents.
H. Material Breach. If CONSULTANT fails to maintain insurance coverage or provided insurance documentation which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. CITY, at its sole option, may terminate this Agreement and obtain damages from CONSULTANT resulting from said breach. Alternatively, CITY may purchase the required insurance coverage, and without further notice to CONSULTANT, may deduct from sums due to CONSULTANT any premium costs advanced by CITY for Item #6.3.
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OAK #4890-2776-373v1 (Rev. 9/2021)
such insurance. These remedies shall be in addition to any other remedies available to CITY.
ARTICLE 6 - NOTICES
All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile or reputable overnight courier and shall be deemed received upon the earlier of: (1) if personally delivered, the date of delivery to the address of the person to receive such notice; (2) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; (3) if sent by facsimile, with the original sent on the same day by overnight courier, the date on which the facsimile is received, provided it is before 5:00 P.M. Pacific Time; or (4) if sent electronically, the date of delivery on the confirmed read receipt. Notice of change of address shall be given by written notice in the manner described in this Article 6. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed to constitute receipt of the notice or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:
If to CITY: City Clerk
1232 Washington Street
Calistoga, CA 94515
Email: [email protected]
Phone: 707-942-2806
If to CONSULTANT: Heather Hines, Principal
Metropolitan Planning Group
1275 4th Street #265
Santa Rosa, CA 95404
Phone: (707) 540-0723
Email: [email protected]
ARTICLE 7 - MISCELLANEOUS
7.1. Conflict of Interest Prohibition. CITY and CONSULTANT will comply with the requirements of the CITY’s Conflict of Interest Code adopted pursuant to California Government Code §87300 et seq., the Political Reform Act (California Government Code §81000 et seq.), the regulations promulgated by the Fair Political Practices Commission (Title 2, §18110 et seq. of the California Code of Regulations), California Government Code §1090 et seq., and any other ethics laws applicable to the performance of the Services and/or this Agreement. CONSULTANT may be required to file with the CITY Clerk a completed Form 700 before commencing performance of the Services unless the CITY Clerk determines that completion of a Form 700 is not required, pursuant to CITY’s Conflict of Interest Code. Form 700 forms are available from the CITY Clerk.
CONSULTANT may not perform Services for any other person or entity that, pursuant to any applicable law or regulation, would result in a conflict of interest or would otherwise be prohibited with respect to CONSULTANT’s obligations pursuant to this Agreement.
Item #6.3.
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OAK #4890-2776-373v1 (Rev. 9/2021)
CONSULTANT agrees to cooperate fully with CITY and to provide any necessary and appropriate information requested by CITY or any authorized representative concerning potential conflicts of interest or prohibitions concerning CONSULTANT’s obligations pursuant to this Agreement.
CONSULTANT may not employ any CITY official, officer or employee in the performance of the Services, nor may any official, officer or employee of CITY have any financial interest in this Agreement that would violate California Government Code §1090 et seq. CONSULTANT hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of CITY. If CONSULTANT was an employee, agent, appointee, or official of CITY in the previous twelve months, CONSULTANT warrants that it did not participate in any manner in the forming of this Agreement. CONSULTANT understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for CONSULTANT’s performance of the Services, including reimbursement of expenses, and CONSULTANT will be required to reimburse CITY for any sums paid to CONSULTANT under this Agreement. CONSULTANT understands that, in addition to the foregoing, penalties for violating Government Code §1090 may include criminal prosecution and disqualification from holding public office in the State of California.
Any violation by CONSULTANT of the requirements of this provision will constitute a material breach of this Agreement, and the CITY reserves all its rights and remedies at law and equity concerning any such violations.
7.2. Subcontracting. CONSULTANT may subcontract portions of the Services upon the prior written approval of CITY. CONSULTANT will be solely responsible for payment of such subcontract Services. No contractual relationship will exist between any such subcontractors of CONSULTANT and CITY. CONSULTANT’s subcontractors agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under the Agreement. CONSULTANT’s subcontractors further agree to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, with any subsubcontractor to the extent they apply to the scope of the sub-subcontractor’s work. A copy of the CITY indemnity and insurance provisions will be furnished to CONSULTANT’s subcontractors upon request.
7.3. Entire Agreement. This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may only be modified by an amendment in writing signed by each party.
7.4. No Assignment. The Services are deemed unique and neither party shall assign, transfer, subcontract or otherwise substitute its interest in this Agreement or any of its obligations hereunder without the prior written consent of the other party. As limited by this Section
7.2, this Agreement is to be binding on the successors and assigns of the parties hereto.
Item #6.3.
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OAK #4890-2776-373v1 (Rev. 9/2021)
7.5. Severability. If any part of this Agreement is determined to be unconstitutional, invalid or beyond the authority of either party, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement can be interpreted to give effect to the intentions of the parties.
7.6. Counterparts. This Agreement may be signed in counterparts and, when fully signed, such counterparts shall have the same effect as if signed in one document.
7.7. Choice of Law. This Agreement and all matters relating to it shall be governed by the laws of the State of California without reference to its choice of laws principles and venue shall be in the appropriate court in Napa County, California.
7.8. Waiver. No failure on the part of either Party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other further breach.
7.9. Mediation. In the event the parties are unable to resolve a dispute arising under this Agreement through good faith negotiations, the parties agree to submit the matter to mediation with a mutually agreeable mediator. Prior to the mediation, the parties shall exchange any documents reasonably necessary to resolve the matter to be mediated.
7.10. Interpretation. In the event this Agreement is ever construed in any dispute between the parties, it and each of its provisions shall be construed without regard to the party or parties responsible for its preparation and shall be deemed to have been prepared jointly by the parties. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement.
7.11. Authority. Each individual executing this Agreement on behalf of one of the parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such party and that this Agreement is binding on such party in accordance with its terms.
7.12. Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or cause of action in favor of, a third party against either the CITY or CONSULTANT. CONSULTANT’s Services hereunder are being performed solely for the benefit of CITY. CITY shall be an express third-party beneficiary of all contracts between CONSULTANT and any subcontractors or subconsultants in connection with any services performed in connection with, or in furtherance of, this Agreement. * * *
[Signatures on Next Page]
Item #6.3.
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OAK #4890-2776-373v1 (Rev. 9/2021)
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
CITY OF CALISTOGA
By: Date:
Mitchell Celaya, Interim City Manager
CONSULTANT
By: Date:
By: Date:
Attest
By:
Yudiana Galvan, City Clerk
Approved As To Form
By:
Michelle Marchetta Kenyon, City Attorney
Item #6.3.
m-group a new design on urban planning
policy planning urban design environmental review historic preservation community engagement staffing solutions m-group.us campbell santa rosa berkeley
May 13, 2026
Greg Desmond
Planning & Building Director
City of Calistoga
Subject: M-Group Planning Services Contract Extension
Greg,
I am pleased to provide this proposal for M-Group to continue providing specialized planning services to the City of Calistoga. M-Group has been engaged with the City of Calistoga on a number of environmental, municipal, and development review projects over the last several years and we look forward to continuing to work with the city. The following proposal is based on our recent conversations to address the anticipated planning service needs for the fiscal year 2026/2027.
M-Group will provide professional planning services for projects assigned by the City and under the City’s cost recovery agreement with developers. It is understood that the City will refer requests for support with entitlement projects to M-Group as needed and that M-Group will bill on a time and materials basis.
Additionally, M-Group will provide specialized professional planning services to assist the City with advanced planning and special projects as requested by the City and billed on a task/project basis with a combined not to exceed cost of $100,000 consistent with M-Group’s 2026/2027 billing rates (attached). These services may include, but are not limited to, the following:
1. Planning + Environmental Review for City-Initiated Projects
2. General Plan, Municipal Code and Policy Support Services
3. Housing Element Implementation
Prior to initiating work on city led projects, M-Group will provide a task/project based cost estimate and will receive authorization to proceed from the city. M-Group’s specialized planning services under this contract will extend through July 31, 2027.
I trust that this proposal for M-Group to provide planning services support meets the City of Calistoga’s needs. Please do not hesitate to contact me to discuss any revisions or refinements.
Thank you,
Olivia Ervin, Principal-In-Charge
[email protected]
707.540.0723 x 202
Item #6.3.
M-Group 2026 Hourly Rates 01/22/2026
M-GROUP| 2026 RATESHEET
M-GROUP STAFF 2026 HOURLY RATES
Admin Analyst
Environmental Tech
Planning Tech
Contract Administrator
$100
Assistant Planner
Assistant Environmental Planner
Assistant Urban Designer
Social Media Coordinator
Document Specialist
$126
Associate Planner
Associate Environmental Planner
Associate Urban Designer
GIS Services
Graphics Specialist
$158
Historic Preservation Specialist
Public Art Specialist $173
Senior Planner
Senior Project Manager
Senior Environmental Planner
Senior Urban Designer
$189
Principal Planner
Principal Project Manager
Principal Environmental Planner
Principal Policy Planner
Director of Urban Design
$210
Principal
Interim CDD
$245 - $400
1. M-Group will invoice the client by billable hours per month or percentage of task completed.
2. Hourly rates are subject to annual adjustment on January 1st.
3. M-Group adds a 10% administration fee to Subconsultant invoices.
4. Mileage costs of $0.75/mile may be charged for staff travelling beyond their Bay Area region (SF/South Bay, East Bay, North Bay).
5. Work over 8 hours per day, on holidays, or after business hours may be charged at 125% of the above-listed rates, upon client approval.
EXHIBIT BEXHIBIT B
Item #6.3.
ATTACHMENT 1
RESOLUTION NO. 2026-XXX
Authorizing Agreement No. XXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA (CITY)
AUTHORIZING THE INTERIM CITY MANAGER TO ENTER INTO A PROFESSIONAL
SERVICES AGREEMENT WITH M-GROUP (CONSULTANT) FOR LAND USE
PLANNING SERVICES
WHEREAS, the City desires to utilize a professional consultant for specific land use planning services for private development projects as well as city-initiated land planning and special projects; and
WHEREAS, Consultant has provided this specific expertise to City and has the ability to continue in this capacity, including providing services for city-initiated land use planning, special projects, private development and environmental review projects; and WHEREAS, Consultant is currently providing these services in the City, and the proximity of their firm to Calistoga will allow the City to efficiently cover its needs; and WHEREAS, the costs associated with the provision of these services will be recovered in part through the revenue collected in conjunction with the processing of private development projects (Developer Deposit Accounts), and the Department’s FY 2026-27 budget for contract services (101-4115-4402) not to exceed $100,000 for noncost-recovery items.
NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of Calistoga hereby authorizes the Interim City Manager to enter into a professional services agreement for the provision of said land use planning services.
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 4
th day of August, 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.
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OAK #4890-2776-3737v1 (Rev. 9/2021)
AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this 4th day of August, 2026, by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as "CITY") and M-Group, a corporation (hereinafter referred to as "CONSULTANT"). CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, CITY requires support with processing special planning projects including the handling of certain entitlement applications for the Planning Division, long-range and environmental review services in connection with the Planning & Building Department; WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.
NOW, THEREFORE, for the considerations hereinafter set forth, CONSULTANT and CITY agree as follows:
ARTICLE 1 - SCOPE OF SERVICES
1.1. Scope of Work. CONSULTANT agrees to furnish the services set forth in Exhibit A, Scope of Work, which is attached hereto and incorporated herein (the "Services").
1.2. Compliance with Law. The Services shall be performed in accordance with all applicable federal, state and local laws, ordinances, rules, regulations and orders.
1.3. Time is of the Essence. CONSULTANT agrees to diligently prosecute the Services. In the performance of this Agreement, time is of the essence.
1.4. Professional Competence. CONSULTANT represents that it has the professional skills necessary to perform the Services and that it will perform the Services in a skillful and professional manner. CONSULTANT represents that it has all the necessary licenses to perform the Services and shall maintain them throughout the term of this Agreement.
CONSULTANT agrees that the Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULTANT is engaged, in the same or similar geographical area in which CONSULTANT practices its profession, and will prepare all work products required by this Agreement in accordance with such standards. CITY and CONSULTANT agree that CONSULTANT is in responsible charge of the Services and CITY shall have no control over the method or means of performance of the Services. Acceptance by CITY of the Services does not operate as a release of CONSULTANT from professional responsibility for the Services performed.
Item #6.3.
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1.5. Independent Contractor. CONSULTANT is an independent contractor and not an employee of CITY. CONSULTANT expressly warrants that it will not represent that it is an employee of CITY. Persons employed or utilized by CONSULTANT in the performance of the Services will not be employees or agents of CITY. CONSULTANT is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.
1.6. Confidentiality. CONSULTANT agrees to maintain in confidence and not disclose to any person, firm, governmental entity, or corporation, without CITY's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of CITY. CONSULTANT further agrees to maintain in confidence and not to disclose to any person, firm, governmental entity, or corporation any data, information, technology, or material developed or obtained by CONSULTANT during the performance of the Services. The covenants contained in this Section 1.6 shall survive the termination of this Agreement for whatever cause.
1.7. Ownership of Material. Any reports and other material prepared by or on behalf of CONSULTANT under this Agreement (collectively, the "Documents") shall be and remain the property of CITY. All Documents not already provided to CITY shall be delivered to CITY on the date of termination of this Agreement for any reason. The Documents may be used by CITY and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes CITY may deem appropriate without further employment of or payment of any compensation to CONSULTANT.
1.8. Documentation. CONSULTANT shall keep and maintain full and complete documentation and accounting records, employee time sheets, and correspondence pertaining to the performance of the Services, and CONSULTANT shall make such documents available for review and/or audit by CITY and CITY's representatives at all reasonable times for at least four years after the termination of this Agreement or completion of the Services.
1.9. Testimony. CONSULTANT agrees to testify at CITY's request if litigation is brought against CITY in connection with the Services. Unless the action is brought by CONSULTANT or is based upon CONSULTANT's negligence, CITY will compensate CONSULTANT for the preparation and the testimony at CONSULTANT's standard hourly rates.
ARTICLE 2 - COMPENSATION
2.1. Compensation. Compensation for the Services shall be in accordance with Exhibit B, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $100,000 ("Cost Ceiling") in non-cost recovery items for FY26-27.
2.2. Invoices. CONSULTANT shall submit monthly invoices in a form satisfactory to CITY on or before the tenth day of each month for Services provided during the preceding month. CONSULTANT shall submit time and cost records as necessary to substantiate Item #6.3.
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performance of the Services. Within 35 days after receipt of each such invoice, CITY shall verify the accuracy of the invoice, correct the charges where appropriate and as discussed and mutually agreed with CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as verified or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT's work. CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in CONSULTANT's performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.
2.3. Status Reports. Together with each monthly invoice, CONSULTANT shall submit a status report detailing the amount expended on the Services to that date and the remaining amount to be expended before the Cost Ceiling is reached. CONSULTANT shall notify CITY in writing when payments have reached 90 percent of the Cost Ceiling.
2.4. Withholding. In lieu of holding retention, CITY shall withhold CONSULTANT's final payment until the Services are complete and CITY has received all Documents.
CONSULTANT shall diligently continue and complete performance of the Services if the Services are not complete at the time CONSULTANT has performed services up to the Cost Ceiling.
ARTICLE 3 - TIME OF PERFORMANCE
3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term"). CONSULTANT agrees to complete all services by July 31, 2027.
3.2. Termination. This Agreement may be terminated at any time by CITY upon written notice to CONSULTANT.
3.3. Final Payment. CONSULTANT shall be entitled to compensation for Services performed up to the time of such termination, it being understood that any payments are full compensation for the Services rendered under this Agreement.
3.4. Other Remedies. Nothing in this Article 3 shall be deemed to limit the respective rights of the parties to terminate this Agreement for cause or otherwise to exercise any rights or pursue any remedies which may accrue to them.
ARTICLE 4 - DESIGNATED CONTACTS
4.1. CITY Contact. CITY designates Greg Desmond, its Planning and Building Director, as its contact who shall be responsible for administering and interpreting the terms and conditions of this Agreement, for matters relating to CONSULTANT's performance under this Agreement, and for liaison and coordination between CITY and CONSULTANT. In the event CITY wishes to make a change in CITY's representative, CITY will notify CONSULTANT of the change in writing.
Item #6.3.
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4.2. CONSULTANT Contact. CONSULTANT designates Olivia Ervin as its contact, who shall have immediate responsibility for the performance of the Services and for all matters relating to performance under this Agreement. Any change in CONSULTANT's designated contact shall be subject to written approval by CITY.
ARTICLE 5 - INDEMNIFICATION AND INSURANCE
5.1. Indemnification. CONSULTANT shall, to the fullest extent allowed by law, with respect to claims, liability, loss, damage, costs, or expenses, including reasonable attorney's and expert witness fees, awards, fines, penalties, or judgments, arising out of or relating to the Services (collectively "Claims"), defend, indemnify, and hold harmless CITY, its Officials, officers, employees and agents (the "CITY Parties"), except to the extent the Claims are attributable to CITY Parties' gross negligence or willful misconduct. CONSULTANT shall defend the CITY Parties as required by California Civil Code Section 2778, and with counsel reasonably acceptable to those parties.
CONSULTANT shall have no right to seek reimbursement from the CITY Parties for the costs of defense.
In the event that CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CalPERS) to be eligible for any CalPERS benefits arising from services provided to CITY under this Agreement, CONSULTANT shall indemnify, defend, and hold CITY harmless from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys’ fees and court costs incurred, including but not limited to, the payment of any employee and/or employer contributions for CalPERS service credit on behalf of CONSULTANT or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of CITY.
If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault.
The obligations contained in this Section 5.1 shall survive the termination of this Agreement for whatever cause for the full period of time allowed by law and shall not in any way be limited by the insurance requirements of this Agreement.
5.2. Health and Safety. CONSULTANT may perform part of the Services at sites which contain unknown working conditions and contaminated materials. CONSULTANT shall be solely responsible for the health and safety of CONSULTANT's employees during the performance of the Services.
Item #6.3.
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5.3. Insurance. CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency shall procure, provide and maintain at all times during the performance of this Agreement, and for such additional periods as described herein, the insurance listed below with insurers licensed to do business in the State of California and with a Best's rating of no less than A:VII.
A. Commercial Automobile Liability Insurance. Commercial Automobile Liability Insurance providing bodily injury liability and property damage, to protect against all liability arising out of the use of any owned, leased, passenger or commercial automobile at a minimum amount of $1,000,000 combined single limit and $2,000,000 aggregate. Coverage shall apply to hired and non-owned autos.
B. Commercial General Liability Insurance. Commercial General Liability Insurance, with limits providing a minimum amount of $1,000,000 combined single limit coverage for each occurrence, $2,000,000 general aggregate and $2,000,000 products/completed operations aggregate. The insurance shall cover all operations including but not limited to the following: (1) premises, operations and mobile equipment liability; (2) completed operations and products liability; (3) contractual liability insuring the obligations assumed by CONSULTANT in this Agreement; (4) broad form property damage liability; (5) personal injury liability endorsement, including death; and (6) automobile bodily injury and property damage insurance, including all owned, hired and non-owned equipment.
C. Professional Liability Insurance. Professional Liability Insurance protecting against liabilities arising out of or in connection with negligent acts, errors, or omissions of CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency in connection with this Agreement, at a minimum amount of $1,000,000 combined single limit coverage and $1,000,000 aggregate, on a "claims made basis" with a continuation of coverage extension for liabilities for two years from the date the Services are substantially complete. Such professional liability policies shall include coverage for liability assumed by the CONSULTANT under this Agreement.
D. Workers Compensation Insurance. Workers Compensation insurance, occupational disease insurance and employer’s liability insurance shall be required with minimum limits as required by law, covering all workplaces involved in this Agreement.
E. Sexual Abuse or Molestation (“SAM”) Liability: If the work will include contact with minors, and the Commercial General Liability policy under Section 5.3(B) is not endorsed to include affirmative coverage for sexual abuse or molestation, CONSULTANT shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim.
F. Policy Terms. Concurrently with execution of this Agreement, CONSULTANT shall provide CITY with Certificates of Insurance evidencing that CONSULTANT has obtained or maintains the insurance required by this Section Item #6.3.
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5.3. The Certificates shall be on forms acceptable to CITY. CONSULTANT shall also furnish CITY with original endorsements with the following documentation:
• Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after CITY shall have received written notification thereof from CONSULTANT by United States mail;
• Providing that CONSULTANT's insurance shall apply separately to each insured against whom claim is made or suit is brought, and include a “separation of insureds” or “severability” clause which treats each insured separately, except with respect to the limits of the insurer's liability (cross-liability endorsement);
• Excepting CONSULTANT’S professional liability insurance, naming CITY, its City Council, boards, commissions, committees, officers, employees and agents as additional insureds (“Additional Insureds”); and • Providing that for any claims relating to CONSULTANT's services hereunder, CONSULTANT's insurance coverage shall be primary insurance with respect to CITY, its City Council, boards, commissions, committees, officers, employees and agents, and that any insurance or self-insurance maintained by CITY for itself, its City Council, boards, commissions, committees, officers, employees and agents shall be in excess of CONSULTANT's insurance and shall not be contributory with it.
• It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverages requirements and/or limits shall be available to the Additional Insured, including but not limited to any umbrella or excess insurance.
Furthermore, the requirements for coverage and limits shall be the greater of:
(a) the minimum coverage and limits specified in this Agreement; or (b) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.
G. Waiver of Subrogation: CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the CITY by virtue of the payment of any loss under such insurance.
CONSULTANT hereby agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. However, the Worker’s Compensation policy required by Section 5.3(D) of this Agreement shall be endorsed with a waiver of subrogation in favor of CITY for all work performed by CONSULTANT, its employees and/or agents.
H. Material Breach. If CONSULTANT fails to maintain insurance coverage or provided insurance documentation which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. CITY, at its sole option, may terminate this Agreement and obtain damages from CONSULTANT resulting from said breach. Alternatively, CITY may purchase the required insurance coverage, and without further notice to CONSULTANT, may deduct from sums due to CONSULTANT any premium costs advanced by CITY for Item #6.3.
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such insurance. These remedies shall be in addition to any other remedies available to CITY.
ARTICLE 6 - NOTICES
All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile or reputable overnight courier and shall be deemed received upon the earlier of: (1) if personally delivered, the date of delivery to the address of the person to receive such notice; (2) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; (3) if sent by facsimile, with the original sent on the same day by overnight courier, the date on which the facsimile is received, provided it is before 5:00 P.M. Pacific Time; or (4) if sent electronically, the date of delivery on the confirmed read receipt. Notice of change of address shall be given by written notice in the manner described in this Article 6. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed to constitute receipt of the notice or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:
If to CITY: City Clerk
1232 Washington Street
Calistoga, CA 94515
Email: [email protected]
Phone: 707-942-2806
If to CONSULTANT: Heather Hines, Principal
Metropolitan Planning Group
1275 4th Street #265
Santa Rosa, CA 95404
Phone: (707) 540-0723
Email: [email protected]
ARTICLE 7 - MISCELLANEOUS
7.1. Conflict of Interest Prohibition. CITY and CONSULTANT will comply with the requirements of the CITY’s Conflict of Interest Code adopted pursuant to California Government Code §87300 et seq., the Political Reform Act (California Government Code §81000 et seq.), the regulations promulgated by the Fair Political Practices Commission (Title 2, §18110 et seq. of the California Code of Regulations), California Government Code §1090 et seq., and any other ethics laws applicable to the performance of the Services and/or this Agreement. CONSULTANT may be required to file with the CITY Clerk a completed Form 700 before commencing performance of the Services unless the CITY Clerk determines that completion of a Form 700 is not required, pursuant to CITY’s Conflict of Interest Code. Form 700 forms are available from the CITY Clerk.
CONSULTANT may not perform Services for any other person or entity that, pursuant to any applicable law or regulation, would result in a conflict of interest or would otherwise be prohibited with respect to CONSULTANT’s obligations pursuant to this Agreement.
Item #6.3.
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CONSULTANT agrees to cooperate fully with CITY and to provide any necessary and appropriate information requested by CITY or any authorized representative concerning potential conflicts of interest or prohibitions concerning CONSULTANT’s obligations pursuant to this Agreement.
CONSULTANT may not employ any CITY official, officer or employee in the performance of the Services, nor may any official, officer or employee of CITY have any financial interest in this Agreement that would violate California Government Code §1090 et seq. CONSULTANT hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of CITY. If CONSULTANT was an employee, agent, appointee, or official of CITY in the previous twelve months, CONSULTANT warrants that it did not participate in any manner in the forming of this Agreement. CONSULTANT understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for CONSULTANT’s performance of the Services, including reimbursement of expenses, and CONSULTANT will be required to reimburse CITY for any sums paid to CONSULTANT under this Agreement. CONSULTANT understands that, in addition to the foregoing, penalties for violating Government Code §1090 may include criminal prosecution and disqualification from holding public office in the State of California.
Any violation by CONSULTANT of the requirements of this provision will constitute a material breach of this Agreement, and the CITY reserves all its rights and remedies at law and equity concerning any such violations.
7.2. Subcontracting. CONSULTANT may subcontract portions of the Services upon the prior written approval of CITY. CONSULTANT will be solely responsible for payment of such subcontract Services. No contractual relationship will exist between any such subcontractors of CONSULTANT and CITY. CONSULTANT’s subcontractors agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under the Agreement. CONSULTANT’s subcontractors further agree to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, with any subsubcontractor to the extent they apply to the scope of the sub-subcontractor’s work. A copy of the CITY indemnity and insurance provisions will be furnished to CONSULTANT’s subcontractors upon request.
7.3. Entire Agreement. This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may only be modified by an amendment in writing signed by each party.
7.4. No Assignment. The Services are deemed unique and neither party shall assign, transfer, subcontract or otherwise substitute its interest in this Agreement or any of its obligations hereunder without the prior written consent of the other party. As limited by this Section
7.2, this Agreement is to be binding on the successors and assigns of the parties hereto.
Item #6.3.
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7.5. Severability. If any part of this Agreement is determined to be unconstitutional, invalid or beyond the authority of either party, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement can be interpreted to give effect to the intentions of the parties.
7.6. Counterparts. This Agreement may be signed in counterparts and, when fully signed, such counterparts shall have the same effect as if signed in one document.
7.7. Choice of Law. This Agreement and all matters relating to it shall be governed by the laws of the State of California without reference to its choice of laws principles and venue shall be in the appropriate court in Napa County, California.
7.8. Waiver. No failure on the part of either Party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other further breach.
7.9. Mediation. In the event the parties are unable to resolve a dispute arising under this Agreement through good faith negotiations, the parties agree to submit the matter to mediation with a mutually agreeable mediator. Prior to the mediation, the parties shall exchange any documents reasonably necessary to resolve the matter to be mediated.
7.10. Interpretation. In the event this Agreement is ever construed in any dispute between the parties, it and each of its provisions shall be construed without regard to the party or parties responsible for its preparation and shall be deemed to have been prepared jointly by the parties. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement.
7.11. Authority. Each individual executing this Agreement on behalf of one of the parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such party and that this Agreement is binding on such party in accordance with its terms.
7.12. Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or cause of action in favor of, a third party against either the CITY or CONSULTANT. CONSULTANT’s Services hereunder are being performed solely for the benefit of CITY. CITY shall be an express third-party beneficiary of all contracts between CONSULTANT and any subcontractors or subconsultants in connection with any services performed in connection with, or in furtherance of, this Agreement. * * *
[Signatures on Next Page]
Item #6.3.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
CITY OF CALISTOGA
By: Date:
Mitchell Celaya, Interim City Manager
CONSULTANT
By: Date:
By: Date:
Attest
By:
Yudiana Galvan, City Clerk
Approved As To Form
By:
Michelle Marchetta Kenyon, City Attorney
Item #6.3.
m-group a new design on urban planning
policy planning urban design environmental review historic preservation community engagement staffing solutions m-group.us campbell santa rosa berkeley
May 13, 2026
Greg Desmond
Planning & Building Director
City of Calistoga
Subject: M-Group Planning Services Contract Extension
Greg,
I am pleased to provide this proposal for M-Group to continue providing specialized planning services to the City of Calistoga. M-Group has been engaged with the City of Calistoga on a number of environmental, municipal, and development review projects over the last several years and we look forward to continuing to work with the city. The following proposal is based on our recent conversations to address the anticipated planning service needs for the fiscal year 2026/2027.
M-Group will provide professional planning services for projects assigned by the City and under the City’s cost recovery agreement with developers. It is understood that the City will refer requests for support with entitlement projects to M-Group as needed and that M-Group will bill on a time and materials basis.
Additionally, M-Group will provide specialized professional planning services to assist the City with advanced planning and special projects as requested by the City and billed on a task/project basis with a combined not to exceed cost of $100,000 consistent with M-Group’s 2026/2027 billing rates (attached). These services may include, but are not limited to, the following:
1. Planning + Environmental Review for City-Initiated Projects
2. General Plan, Municipal Code and Policy Support Services
3. Housing Element Implementation
Prior to initiating work on city led projects, M-Group will provide a task/project based cost estimate and will receive authorization to proceed from the city. M-Group’s specialized planning services under this contract will extend through July 31, 2027.
I trust that this proposal for M-Group to provide planning services support meets the City of Calistoga’s needs. Please do not hesitate to contact me to discuss any revisions or refinements.
Thank you,
Olivia Ervin, Principal-In-Charge
[email protected]
707.540.0723 x 202
Item #6.3.
M-Group 2026 Hourly Rates 01/22/2026
M-GROUP| 2026 RATESHEET
M-GROUP STAFF 2026 HOURLY RATES
Admin Analyst
Environmental Tech
Planning Tech
Contract Administrator
$100
Assistant Planner
Assistant Environmental Planner
Assistant Urban Designer
Social Media Coordinator
Document Specialist
$126
Associate Planner
Associate Environmental Planner
Associate Urban Designer
GIS Services
Graphics Specialist
$158
Historic Preservation Specialist
Public Art Specialist $173
Senior Planner
Senior Project Manager
Senior Environmental Planner
Senior Urban Designer
$189
Principal Planner
Principal Project Manager
Principal Environmental Planner
Principal Policy Planner
Director of Urban Design
$210
Principal
Interim CDD
$245 - $400
1. M-Group will invoice the client by billable hours per month or percentage of task completed.
2. Hourly rates are subject to annual adjustment on January 1st.
3. M-Group adds a 10% administration fee to Subconsultant invoices.
4. Mileage costs of $0.75/mile may be charged for staff travelling beyond their Bay Area region (SF/South Bay, East Bay, North Bay).
5. Work over 8 hours per day, on holidays, or after business hours may be charged at 125% of the above-listed rates, upon client approval.
EXHIBIT BEXHIBIT B
Item #6.3.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Matt McCaffrey, Police Chief
Meeting: City Council - Regular Meeting - Aug 04 2026
Subject: Accepting Cannabis Tax Fund Grant Program Funding DESCRIPTION:
Accept grant funding to help the Calistoga Police Department reduce and mitigate the impacts of impaired driving in our community.
RECOMMENDATION:
Consider Adopting the Resolution
SUMMARY:
The Calistoga Police Department is asking the City Council to approve the acceptance of a grant from the State of California in the amount of $182,910.44 ANALYSIS:
The Cannabis Tax Fund Grant Program (CTFGP) is administered by the California Highway Patrol (CHP). The purpose of this grant funding is to help the Calistoga Police Department reduce and mitigate the impacts of impaired driving in our community. $69,984 has been earmarked for DUI Checkpoints, $77,760 for DUI saturation patrol and $35,166.44 for an electric motorcycle to be used for saturation patrols, DUI enforcement and traffic enforcement.
FINANCIAL IMPACT:
The City of Calistoga will receive $182,910.44 to offset costs related to equipment and staff overtime.
CEQA STATUS:
Not Applicable
ATTACHMENT(S):
DRAFT Reso Cannabis Tax Fund Grant
FY26-27 CTFGP Grant Agreement - Calistoga PD
FY26-27 CTFGP Intent to Award - Calistoga PD
APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Jul 20 2026 Mitch Celaya, City Manager Approved - Jul 20 2026
Item #6.4.
Yudiana Galvan, City of Calistoga | City Clerk Approved - Jul 27 2026 Item #6.4.
Item #6.4.
RESOLUTION NO. 2026-XX
ADOPTED AUGUST 4, 2026
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY OF
NAPA, STATE OF CALIFORNIA, AUTHORIZING THE ACCEPTANCE OF GRANT FUNDS IN THE AMOUNT OF $182,910.44 FROM THE STATE OF CALIFORNIA
CANNABIS TAXFUND GRANT PROGRAM AND AUTHORIZING THE
CITY MANAGER TO EXECUTE APPLICATIONS AND DOCUMENTS FOR THE
PURPOSES OF ACCEPTING THE GRANT FUNDS FROM THE CANNABIS TAX
FUND GRANT PROGRAM
WHEREAS, the State of California requires that the Calistoga City Council approve a resolution in order to accept grant funding and WHEREAS, the City of Calistoga desires to accept the Cannabis Tax Fund Grant Program Funds for the fiscal year 2026-27; and
WHEREAS, the grant requires the City of Calistoga to enter into a Memorandum of Understanding with the California Department of Justice.; and NOW, THEREFORE BE IT RESOLVED that That the City Manager or designee is hereby authorized to execute and submit for and on behalf of the City of Calistoga, a local government established under the laws of the State of California, applications and other related documents, including agreements amendments, extensions, and grant award documents, for the purpose of obtaining grant funding from the Cannabis Tax Fund Grant Program. That this authorization shall be in effect for the duration of FY 2026-27 grant periods.
PASSED, APPROVED AND ADOPTED this 4
TH day of August 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.
State of California
DEPARTMENT OF CALIFORNIA HIGHWAY PATROL
GRANT AGREEMENT - Page 1
Award Number
30859 ________________________________________________________________
1. GRANT TITLE
FY26/27 CTFGP Law Enforcement – Calistoga Police Department
2. NAME OF ORGANIZATION/AGENCY
Calistoga Police Department
3. ORGANIZATION/AGENCY SECTION TO ADMINISTER GRANT
Calistoga Police Department
4. PROJECT PERFORMANCE PERIOD
From: 07/01/2026 To: 06/30/2027
5. PURCHASE ORDER NUMBER
6. GRANT OPPORTUNITY INFORMATION DESCRIPTION
Law Enforcement grants provide financial assistance to allied agencies for the education, prevention, and the enforcement of laws related to driving under the influence of alcohol and other drugs, including cannabis and cannabis products.
The intent of the program is to educate the public regarding the dangers of impaired driving, enforce impaired driving laws on the roadway, and improve the Organization/Agency’s effectiveness through training and development of new strategies.
7. FUNDS ALLOCATED UNDER THIS GRANT AGREEMENT SHALL NOT EXCEED $182,910.44
8. TERMS AND CONDITIONS
The Grantee agrees to complete the Project, as described in the Project Description. The Grantee’s Grant Application, and the California Code of Regulations, Title 13, Division 2, Chapter 13, Sections 1890.00-1890.27, are hereby incorporated into this Grant Agreement by reference.
The parties hereto agree to comply with the Terms and Conditions of the following attachments:
Schedule A – Project Description, Problem Statement, Goals and Objectives, and Method of Procedure Schedule B – Detailed Budget Estimate
Schedule B-1 – Budget Narrative
We, the officials named below, hereby swear, under penalty of perjury under the laws of the State of California, that we are duly authorized to legally bind the Grant recipient to the above-described Grant Terms and Conditions.
IN WITNESS WHEREOF, this Grant Agreement is executed by the parties hereto.
9. APPROVAL SIGNATURES
A. AUTHORIZED OFFICIAL OF ORGANIZATION/AGENCY
Name: Matthew McCaffrey
Title: Chief of Police
Phone: (707) 942-2813
Address: 1235 Washington Street
Calistoga, CA 94515
E-Mail: [email protected]
___________________________ _______________
(Signature) (Date)
B. AUTHORIZED OFFICIAL OF CHP
Name: Elliotte Johnson Phone: (916) 843-4360
Title: Captain Fax: (916) 322-3169
Address: 601 North 7th Street
Sacramento, CA 95811
E-Mail: [email protected]
___________________________ _______________
(Signature) (Date)
C. ACCOUNTING OFFICER OF CHP
Name: M. V. Fojas Phone: (916) 843-3531
Title: Commander Fax: (916) 322-3159
Address: 601 North 7th Street
Sacramento, CA 95811
E-Mail: [email protected]
___________________________ _______________
(Signature) (Date)
10. AUTHORIZED FINANCIAL CONTACT TO RECEIVE
REIMBURSEMENT PAYMENTS
Name: Samantha Arlen
Title: Police Officer
Phone: (707) 942-2813
Address: 1235 Washington Street
Calistoga, CA 94515
Item #6.4.
TERMS AND CONDITIONS
Grantee shall comply with the California Code of Regulations, Title 13, Division 2, Chapter 13 Section 1890, et seq. and all other Terms and Conditions noted in this Grant Agreement. Failure by the Grantee to comply may result in the termination of this Grant Agreement by the California Highway Patrol (hereafter referred to as State). The State will have no obligation to reimburse the Grantee for any additional costs once the Grant Agreement has been terminated.
A. EXECUTION
1. The State (the California Highway Patrol) hereby awards, to the Grantee, the sum of money stated on page one of this Grant Agreement. This funding is awarded to the Grantee to carry out the Project set forth in the Project Description and the terms and conditions set forth in this Grant Agreement.
2. The funding for this Grant Agreement is allocated pursuant to California Revenue and Taxation Code Section 34019(f)(3)(B). The Grantee agrees that the State’s obligation to pay any sum under this Grant Agreement is contingent upon availability of funds disbursed from the California Cannabis Tax Fund to the State. If there is insufficient funding, the State shall have the option to either: 1) terminate this Grant Agreement; whereby, no party shall have any further obligations or liabilities under this Grant Agreement, or 2) negotiate a Grant Agreement Amendment to reduce the grant award and scope of work to be provided under this Grant Agreement.
3. The Grantee is not to commence or proceed with any work in advance of receiving notice that the Grant Agreement is approved. Any work performed by the Grantee in advance of the date of approval by the State shall be deemed volunteer work and will not be reimbursed by the State.
4. The Grantee agrees to provide any additional funding, beyond what the State has agreed to provide, pursuant to this Grant Agreement, and necessary to complete or carry out the Project, as described in this Grant Agreement. Any modification or alteration of this Grant Agreement, as set forth in the Grant Application submitted by the Grantee and on file with the State, must be submitted in writing thirty (30) calendar days in advance to the State for approval.
5. The Grantee agrees to complete the Project within the timeframe indicated in the Project Performance Period, which is on page one of this Grant Agreement.
B. PROJECT ADMINISTRATION
1. The Grantee shall submit all reimbursements, progress, performance, and/or other required reports concerning the status of work performed in furtherance of this Grant Agreement on a quarterly basis, or as requested by the State.
2. The Grantee shall provide the State with a final report showing all Project expenditures, which includes all State and any other Project funding expended, within sixty (60) calendar days after completion of this Grant Agreement.
3. The Grantee shall ensure all equipment which is purchased, maintained, operated, and/or developed is available for inspection by the State.
4. Equipment purchased through this Grant Agreement shall be used for the education, prevention, and enforcement of impaired driving laws, unless the Grantee is funding a portion of the purchased price not dedicated to impaired driving and that portion is not part of the Project costs.
Equipment purchased under this Grant Agreement must only be used for approved Projectrelated purposes, unless otherwise approved by the State in writing.
5. Prior to disposition of equipment acquired under this Grant Agreement, the Grantee shall notify the State via e-mail, and by telephone, by calling the California Highway Patrol, Impaired Driving Section, Cannabis Grants Unit at (916) 843-4360.
Item #6.4.
TERMS AND CONDITIONS
C. PROJECT TERMINATION
1. Grantee or the State may terminate this Grant Agreement at any time prior to the commencement of the Project. Once the Project has commenced, this Grant Agreement may only be terminated if the party withdrawing provides thirty (30) calendar days written notice of their intent to withdraw.
a. If by reason of force majeure the performance hereunder is delayed or prevented, then the term end date may be extended by mutual consent for the same amount of time of such delay or prevention. The term “force majeure” shall mean any fire, flood, earthquake, or public disaster, strike, labor dispute or unrest, embargo, riot, war, insurrection or civil unrest, any act of God, any act of legally constituted authority, or any other cause beyond the Grantee’s control which would excuse the Grantee’s performance as a matter of law. b. Grantee agrees to provide written notice of an event of force majeure under this Grant Agreement within ten (10) calendar days of the commencement of such event, and within ten (10) calendar days after the termination of such event, unless the force majeure prohibits Grantee from reasonably giving notice within this period. Grantee will give such notice at the earliest possible time following the event of force majeure.
2. Any violations of law committed by the Grantee, misrepresentations of Project information by the Grantee to the State, submission of falsified documents by the Grantee to the State, or failure to provide records by the Grantee to the State when requested for audit or site visit purposes may be cause for termination. If the Project is terminated for the reasons described in this paragraph, the State will have no obligation to reimburse the Grantee for any additional costs once the Grant Agreement has been terminated.
3. The State may terminate this Grant Agreement and be relieved of any payments should the Grantee fail to perform the requirements of this Grant Agreement at the time and in the manner herein provided. Furthermore, the Grantee, upon termination, shall return grant funds not expended by the Grantee as of the date of termination.
4. If this Grant Agreement is terminated, the State may choose to exclude the Grantee from future Grant Opportunities.
D. FINANCIAL RECORDS
1. The Grantee agrees the State, or their designated representative, shall have the right to review and to copy all records and supporting documentation pertaining to the performance of this Grant Agreement. Grantee agrees to maintain such records for possible audit for a minimum of five (5) years after final payment, unless a longer period of records retention is stipulated or required by law. Grantee agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Furthermore, the Grantee agrees to include a similar right for the State to audit all records and interview staff in any subcontract related to performance of this Grant Agreement.
E. HOLD HARMLESS
1. The Grantee agrees to indemnify, defend, and save harmless the State, its officials, agents and employees from any and all claims and losses accruing or resulting to any and all Grantee’s staff, contractors, subcontractors, suppliers, and other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Grant Agreement, and from any and all claims and losses accruing or resulting to any person, agency, firm, corporation who may be injured or damaged by the Grantee in performance of this Grant Agreement.
Item #6.4.
TERMS AND CONDITIONS
F. NONDISCRIMINATION
1. The Grantee agrees to comply with State and federal laws outlawing discrimination, including, but not limited to, those prohibiting discrimination because of sex, race, color, ancestry, religion, creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (including cancer or genetic characteristics), sexual orientation, political affiliation, position in a labor dispute, age, marital status, and denial of statutorily-required employmentrelated leave. (GC 12990 [a-f] and CCR, Title 2, Section 8103.) G. AMERICANS WITH DISABILITIES ACT
1. The Grantee assures the State it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.) H. DRUG-FREE WORKPLACE
1. The Grantee shall comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
i. The dangers of drug abuse in the workplace.
ii. The person's or Organization/Agency's policy of maintaining a drug-free workplace. iii. Any available counseling, rehabilitation, and employee assistance programs. iv. Penalties that may be imposed upon employees for drug abuse violations. c. Every employee who works on the Project will:
i. Receive a copy of the company's drug-free workplace policy statement. ii. Agree to abide by the terms of the company's statement as a condition of employment on the Grant Agreement.
2. Failure to comply with these requirements may result in suspension of payments under this Grant Agreement, or termination of this Grant Agreement, or both, and Grantee may be ineligible for award of any future Grant Agreements if the department determines that any of the following has occurred:
a. The Grantee has made false certification or violated the certification by failing to carry out the requirements, as noted above. (GC 8350 et seq.)
I. LAW ENFORCEMENT AGENCIES
1. All law enforcement Organization/Agency Grantees shall comply with California law regarding racial profiling. Specifically, law enforcement Organization/Agency Grantees shall not engage in the act of racial profiling, as defined in California Penal Code Section 13519.4.
Item #6.4.
TERMS AND CONDITIONS
J. LABOR CODE/WORKERS' COMPENSATION
1. The Grantee is advised and made aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Grantee affirms to comply with such provisions before commencing the performance of the work of this Grant Agreement, (refer to Labor Code Section 3700).
K. GRANT APPLICATION INCORPORATION
1. The Grantee agrees the Grant Application and any subsequent changes or additions approved or required by the State is hereby incorporated into this Grant Agreement.
L. STATE LOBBYING
1. The Grantee is advised that none of the funds provided under this Grant Agreement may be used for any activity specifically designed to urge or influence a state or local legislator to favor or oppose the adoption of any specific legislative proposal pending before any state or local legislative body. Such activities include both direct and indirect (e.g., “grassroots”) lobbying activities, with one exception. This does not preclude a state official, whose salary is supported by this Grant Agreement, from engaging in direct communications with the state or local legislative officials, in accordance with customary state and/or local practice.
M. REPRESENTATION AND WARRANTIES
1. The Grantee represents and warrants that:
a. It is validly existing and in good standing under the laws of the State of California, has, or will have the requisite power, authority, licenses, permits, and the like necessary to carry on its business as it is now being conducted and as contemplated in this Grant Agreement, and will, at all times, lawfully conduct its business in compliance with all applicable federal, state, and local laws, regulations, and rules.
b. It is not a party to any Grant Agreement, written or oral, creating obligations that would prevent it from entering into this Grant Agreement or satisfying the terms herein. c. If the Grantee is a Nonprofit Organization/Agency, it will maintain its “Active” status with the California Secretary of State, maintain its “Current” status with the California Attorney General’s Registry of Charitable Trusts, and maintain its federal and State of California taxexempt status. If the Grantee subcontracts with a Nonprofit as part of this Grant Agreement, the Grantee shall ensure the Nonprofit will maintain its “Active” status with the California Secretary of State, maintain its “Current” status with the California Attorney General’s Registry of Charitable Trusts, and maintain its federal and State of California tax-exempt status.
d. All of the information in its Grant Application and all materials submitted are true and accurate.
N. AIR OR WATER POLLUTION VIOLATION
1. Under the state laws, the Grantee shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution.
Item #6.4.
TERMS AND CONDITIONS
O. GRANTEE NAME CHANGE
1. Grantee agrees to immediately inform the State, in writing, of any changes to the name of the person within the Organization/Agency with delegated signing authority.
2. An Amendment is required to change the Grantee's name, as listed on this Grant Agreement. Upon receipt of legal documentation of the name change, the State will process the Amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said Amendment.
P. RESOLUTION
1. A county, city, district, or other local public body shall provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body, which by law, has authority to enter into a Grant Agreement, authorizing execution of the Grant Agreement.
Q. PAYEE DATA RECORD FORM STD. 204
1. This form shall be completed by all non-governmental Grantees.
R. FINANCIAL INFORMATION SYSTEM FOR CALIFORNIA GOVERNMENT AGENCY TAXPAYER ID FORM
1. This form shall be completed by all Grantees.
S. CONFLICT OF INTEREST
1. This section serves to make the Grantee aware of specific provisions related to current or former state employees. If Grantee has any questions regarding the status of any person rendering services or involved with the Grant Agreement, the Grantee shall contact the State (California Highway Patrol, Impaired Driving Section, Cannabis Grants Unit) immediately for clarification.
2. Current State Employees:
a. No officer or employee shall engage in any employment, activity, or enterprise, from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any state agency, unless the employment, activity, or enterprise is required, as a condition of regular state employment.
b. No officer or employee shall contract on their own behalf, as an independent Grantee, with any state agency to provide goods or services.
3. Former State Employees:
a. For the two-year period from the date they left state employment, no former state officer or employee may enter into a contract in which they engaged in any of the negotiations, transactions, planning, arrangements, or any part of the decision-making process relevant to this Grant Agreement while employed in any capacity by any state agency. b. For the 12-month period from the date they left state employment, no former state officer or employee may enter into a contract with any state agency if they were employed by that state agency in a policy-making position in the same general subject area as the proposed Grant Agreement within the 12-month period prior to their leaving state service.
4. The authorized representative of the Grantee Organization/Agency, named within this Grant Agreement, warrants their Organization/Agency and its employees have no personal or financial interest and no present or past employment or activity, which would be incompatible with Item #6.4.
TERMS AND CONDITIONS
participating in any activity related to this Grant Agreement. For the duration of this Grant Agreement, the Organization/Agency and its employees will not accept any gift, benefit, gratuity or consideration, or begin a personal or financial interest in a party who is associated with this Grant Agreement.
5. The Grantee Organization/Agency and its employees shall not disclose any financial, statistical, personal, technical, media-related, and/or other information or data derived from this Grant Agreement, made available for use by the State, for the purposes of providing services to the State, in conjunction with this Grant Agreement, except as otherwise required by law or explicitly permitted by the State in writing. The Grantee shall immediately advise the State of any person(s) who has access to confidential Project information and intends to disclose that information in violation of this Grant Agreement.
6. The Grantee will not enter into any Grant Agreement or discussions with third parties concerning materials described in paragraph five (5) prior to receiving written confirmation from the State that such third party has a Grant Agreement with the State, similar in nature to this one.
7. The Grantee warrants that only those employees who are authorized and required to use the materials described in paragraph 5 will have access to them.
8. If the Grantee violates any provisions in the above paragraphs, such action by the Grantee shall render this Grant Agreement void.
T. EQUIPMENT-USE TERMS
1. The Grantee agrees any equipment purchased under this Grant Agreement shall be used for impaired driving efforts.
2. Law Enforcement Projects:
a. Oral Fluid Drug Screening Devices and Cannabis/Marijuana Breath Testing Equipment - The Grantee agrees to ensure all personnel using road-side drug testing equipment, including oral fluid drug testing devices and/or cannabis/marijuana breath testing devices, purchased with grant funds from this Grant Agreement, are trained to recognize alcohol and drug impairment.
At a minimum, personnel using these devices should receive Standardized Field Sobriety Testing training. These personnel are also encouraged to attend Advanced Roadside Impaired Driving Enforcement and Drug Recognition Evaluator training. Prior to using these devices, the Grantee agrees to obtain permission from their local prosecutor’s office, establish a policy ensuring appropriate use, and require the staff using these devices to receive appropriate training, which may include training from the manufacturer. This will help ensure the equipment is used appropriately. The Grantee shall advise the State (California Highway Patrol, Impaired Driving Section, Cannabis Grants Unit) of any legal challenges or other items of significance that may affect the use or legal acceptance of these devices.
Additionally, the State may request additional information about the performance of these devices, including information about their use, accuracy, and feedback from personnel using the devices.
b. Law Enforcement Vehicles – The Grantee agrees any law enforcement vehicles purchased with Grant funds, from this Grant Agreement, will be primarily used for the enforcement of driving under the influence laws and/or providing public education, related to the dangers of driving under the influence. Additionally, any vehicle purchased using funds from this Grant Agreement shall comply with all California Vehicle Code and California Code of Regulation requirements. The State may require the Grantee to mark these vehicles with a decal and/or emblem, indicating the vehicle is used for driving under the influence enforcement.
Item #6.4.
Schedule A
Calistoga Police Department
The Grantor determined awards and adjustments based on the Project’s merit, operational scale, compliance with the Request for Application (RFA), and program regulations. Certain activities or budget items proposed in Schedule A may have been deemed ineligible for funding. The final, binding list of authorized activities and expenses is set forth in Schedule B - Detailed Budget Estimate.
Project Description
Our proposed project is to continue to maintain our enforcement efforts through ongoing saturation patrol and DUI checkpoints. Our project would also include training our newest officers in SFST and ARIDE courses to prepare them for effective enforcement efforts within our community. Our project would also include motorcycle training for qualified officers to enhance our departments commitment to removing impaired drivers off of our roadways.
Problem Statement
Calistoga is a rural city located at the Northern most point of the Napa Valley. Calistoga is a prime tourist destination for those seeking relaxation and wine tasting. We are home to approximately 5,000 residents with a population of over 50% Latino and a significant school age population that is Latino at 86%. Calistoga is located at the crossroads to two major counties of Lake and Sonoma, which are known for major marijuana cultivation and transportation directly through our area. We have limited access to public transportation and ride share services due to our rural location, which is a contributing factor to impaired driving and traffic related crashes in our jurisdiction. Tourism is a revolving door which brings an influx of drivers to our area and increases the likelihood of impaired drivers on our roadways.
We need continued grant funding through CTFGP to effectively address the ongoing traffic related issues in the City of Calistoga. We continue to have a high volume of DUI related offenses within city limits due to being in the heart of wine country in Napa County.
The proposed solution to these issues would be to continue to conduct DUI enforcement (Checkpoints), roving saturation patrols and collaborative enforcement efforts with our local allied agencies within Napa County. We need these specific efforts to be conducted on a consistent and continuous basis in order to make an impact on the community of Calistoga and prioritize roadway safety for the residents and families who live here. Our enforcement efforts are needed to instill responsible and safe driving in our community and to show that we have zero tolerance for impaired driving.
Performance Measures/Scope of Work (Proposed Solution)
36 DUI Saturation Patrols (Q1=9, Q2=9, Q3=9, Q4=9): Aim to reduce DUI/DUID deaths by 15%, which will improve roadway safety in our community and to show enhanced traffic enforcement efforts on all of our local roadways.
6 DUI Checkpoints (Q1=1, Q2=2, Q3=2, Q4=1): Aim to reduce DUI/DUID by 15% which will reduce the number of impaired drivers on our roadways and will contribute to reduced traffic collision factors. 1 DSRP ZERO Electric Motorcycle or similar law enforcement motorcycle (Q1=Purchase, Q2=Receive, Q2- Q4=Electric motorcycle will be used at DUI checkpoints and during saturation patrol details. This electric motorcycle will enhance the efficiency of grant funded activities withing the community and will also promote reduction in fuel and maintenance costs compared to a traditional patrol vehicle. 1 Police helmet (Q1=Purchase, Q2=Receive, Q2-Q4=Helmet will be used by officer during grant funded activities.
1 set of police motorcycle gear, pants and jacket (Q1=Purchase, Q2=Receive, Q2-Q4=Gear will be used by officer during grant funded activities.
Item #6.4.
Schedule A
1 POST certified motorcycle training course (Q1=Attend, Q2-Q4=Officers trained and certified to operate electric motorcycle for grant funded activities.
Project Performance Evaluation
Methods used in the field to evaluate project effectiveness will be based on statistical data accrued during grant funded activities such as DUI checkpoints, saturation patrols and collaborative DUI enforcement with local agencies in our county. These numbers will be cross checked with previous years data for DUI/DUID arrests and citations.
The communication plan that will be used to share project results will include a collection of data points accrued during the grant funded cycle and overall outcome of project goals. These results will be shared with internal staff and external stakeholders through oral communication. Other forms of external communication will include using our police department social media accounts (Facebook and Instagram).
Program Sustainability
The plan for reducing reliance on future grant funding will heavily depend on support and funding through the City of Calistoga. There will need to be specific overtime funding allocated to continue our efforts to reduce impaired driving on our roadways. The timeframe in which this would happen would be in the following fiscal budget year once all grant funding has been exhausted.
Administrative Support
Our police organization has five years of experience in grant funding management with an emphasis on QPR data reporting and reimbursement processing along with time management to reach all required grant objective goals. The physical resources needed to successfully implement the project goals will be executed by our current seasoned and experienced grant officer who will be overseen by department administration.
Our grant officer also uses the support and communication from their grant administrator to become more experienced and knowledgeable in the field of grant management.
Item #6.4.
Schedule B
Detailed Budget Estimate
Award Number Organization/Agency Total Amount
30859 Calistoga Police Department $182,910.44
Cost Category Line Item Name Total Cost to Grant
Personnel
DUI Checkpoint $69,984.00
DUI Saturation Patrol $77,760.00
Category Sub-Total $147,744.00
Equipment
DUI Motorcycle $35,166.44
Category Sub-Total $35,166.44
Grant Total $182,910.44
Item #6.4.
Schedule B-1
Budget Narrative
Calistoga Police Department
Prior to engaging in grant-funded Saturation Patrols, DUI Checkpoints, or other enforcement activities in areas where the grantee does not have primary traffic jurisdiction, the grantee should consult with the agency having primary traffic jurisdiction.
Personnel
DUI Checkpoint
$69,984.00
Each DUI Checkpoint is staffed by up to 5 Officers / 1 Sergeant / 1 Community Service Officer/ 1 Dispatcher/ 2 Public Works Technicians between 5-8 hours
Officers = $180/hr x 5 Officers up to 8 hours = $7,200
Community Services Officer = $134/hr x 1 CSO up to 8 hours = $1,072 Police Sergeant = $207/hr x 1 Sergeant up to 8 hours = $1,656 Police Dispatcher = $145/hr x1 Dispatcher up to 8 hours = $1,160 Public Works Technician = $144/hr x2 PW up to 2 hours = $576 Approximately $11,664 per DUI Checkpoint
DUI Saturation Patrol
$77,760.00
Each Saturation Patrol is staffed by up to 2 Officers between 4-6 hours Officers = $180/hr x2 Officers up to 6 hours = $2,160
Approximately $2,160 per Saturation Patrol
Equipment
DUI Motorcycle
$35,166.44
2024 Zero Temporary MU or similar style of law enforcement motorcycle. *Electric motorcycle comes outfitted from manufacture
Electric Motorcycle $28,878.98
Electric Motorcycle decal/wrap $1,000
Total Cost $29,878.98
Motorcycle Helmet - $5,287.46
Item #6.4.
State of California-Transportation Agency GAVIN NEWSOM, Governor
DEPARTMENT OF CALIFORNIA HIGHWAY PATROL
Safety, Service, and Security An Internationally Accredited Agency 601 North 7th Street
Sacramento, CA 95811
(916) 843-4360
(800) 735-2929 (TT/TDD)
(800) 735-2922 (Voice)
June 30, 2026
File No.: 060.17344.19741
Officer Samantha Arlen
Calistoga Police Department
1235 Washington Street
Calistoga, CA 94515
Dear Officer Arlen:
On behalf of the California Highway Patrol (CHP), it is my pleasure to inform you, the Calistoga Police Department, is conditionally approved for Cannabis Tax Fund Grant Program (CTFGP) funding in the amount of $182,910.44. The purpose of this grant funding is to help your agency reduce and mitigate the impacts of impaired driving in your community.
All grant awards, including any adjustments to requested funding, were made by the Department based on the merits of the Grant Application, scale of operation, and in accordance with the Request for Application (RFA) requirements and associated regulations.
The official Grant Agreement for signature is forthcoming. In order to execute your Grant Agreement, please provide documentation from a local governing body, authorizing your organization to receive this grant funding, to the Cannabis Grants Unit, by email at [email protected], as soon as possible.
Refer to California Code of Regulations Title 13, Division 2, Chapter 13, Section 1890.13(g) for additional information.
The CHP looks forward to partnering with you and your agency on this project in an effort to make California’s roadways a safer place to travel. If you have any questions, please feel free to contact the Cannabis Grants Unit at (916) 843-4360.
Sincerely,
For/
M. W. HEADRICK, Chief
Enforcement and Planning Division
Item #6.4.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council - Regular Meeting - Aug 04 2026
Subject: Consideration of a Resolution Approving Master Agreement for Consultant Services – Task Order No. 3 with Larry Walker Associates (LWA) DESCRIPTION:
Consideration of a Resolution Approving Master Agreement for Consultant Services – Task Order No. 3 with Larry Walker Associates (LWA)
RECOMMENDATION:
Consider Adopting the Resolution
SUMMARY:
The City of Calistoga staff requested a scope of work for Larry Walker Associates (LWA) to continue to assist us with preparing reporting and regulatory compliance with the city’s Wastewater Treatment Plant (WWTP) NPDES permit, the Sanitary Sewer System Waste Discharge Requirements (WDRs), the Recycled Water Use permit, and Drinking Water System permits. LWA has prepared the scope of services to provide staff support from July 1, 2026, through June 30, 2027. Tasks include preparing regulatory compliance reports, consulting on regulatory issues, conducting permit-required special studies, implementing permit conditions, and providing updates on new water quality policies/regulations, including the cross-connection control program. There is a significant amount of reporting for compliance required for each of the cities' permits that only continues to get more and more complex.
Monitoring and Reporting Requirements
The monitoring and reporting requirements associated with the NPDES permit and recycled water permits are complex and the RWQCB has occasionally imposed mandatory fines for certain permit violations. LWA has also been providing technical assistance associated with the Cease-and-Desist Order and requires special studies and reporting that is ongoing. LWA is very familiar with our permit and the regulatory requirements imposed by the RWQCB. Since January of 2001, LWA has been providing ongoing professional technical assistance related to permit issuance and compliance. The total cost of services provided by LWA varies from year to year depending on identified needs for consultant services.
Additionally, the City of Calistoga operates its Water Treatment Plant under the Drinking Water System NPDES permit and has monitoring and reporting for our annual drinking water permit and is required by the State Waterboard. LWA is critical in assisting city staff in all the drinking water reporting required annually to stay compliant with our permits.
Item #6.5.
LWA will provide the City of Calistoga assistance in administering its Cross-Connection Control Program by communicating with drinking water users and certified third-party testers about operation/testing of backflow prevention devices, reviewing information submitted by users and certified testers, and recording this information in the City’s SwiftComply software.
Special Projects
In FY 26/27, LWA will be updating the Wastewater (WWTP) mixing zone and renewing the NPDES permit, which expires April 2027.
Time and Expertise
Staff has limited time and expertise and needs LWA’s expertise to keep Calistoga compliant with these complex permit requirements. These additional activities continue to be required, and the recommended contract reflects the additional efforts and expenditure in FY 2026/27.
FINANCIAL IMPACT:
The FY 2026/27 Budget includes funding in Account Nos. 102-4131-4402-00000, 102-4132-4402- 00000 and 103-4142-4402-00000, which have sufficient appropriations for the Master Agreement for Consultant Services – Task Order No. 3, in an amount not to exceed $178,000.
On August 15, 2023, by Resolution No. 2023-061, Exhibit A, Larry Walker Associates was included on the 5-year list of prequalified consultants. LWA is pre-approved to provide CEQA-NEPA and environmental services to the city.
On August 20, 2024, by Resolution No. 2024-63, a Master Agreement for Consultant Services with Larry Walker Associates and Task Order No. 1 ($72,918) were approved by the Council.
On May 20, 2025, by Resolution No. 2025-45, a Master Agreement for Consultant Services with Larry Walker Associates and Task Order No. 2 ($101,700) were approved by the Council.
CEQA STATUS:
The recommended action is not a project under the definitions contained in the Guidelines of the California Environmental Quality Act (CEQA) and is therefore exempt from CEQA.
ATTACHMENT(S):
1. Draft Resolution
2. Master Agreement for Consultant Services and Task Order No. 3 APPROVAL(S):
Derek Rayner, Public Works Director/City Engineer Approved - Jul 24 2026 Connie Cardenas, Admin. Services Director Approved - Jul 24 2026 Rachel Stepp, Deputy City Manager Approved - Jul 24 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jul 27 2026 Item #6.5.
RESOLUTION 2026-XX
ADOPTED XXXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY OF
NAPA, STATE OF CALIFORNIA, AUTHORIZING THE ACTING CITY MANAGER TO
APPROVE MASTER AGREEMENT FOR CONSULTANT SERVICES - TASK ORDER NO. 3 WITH LARRY WALKER ASSOCIATES (LWA) FOR SERVICE RELATED TO THE CITY’S CROSS-CONNECTION CONTROL PROGRAM (CCC), WASTEWATER
AND WATER TREATMENT PLANT OPERATING PERMITS, IN AN AMOUNT NOT TO EXCEED $178,000
WHEREAS, the City of Calistoga Wastewater Treatment Plant Operates under a National Pollutant Discharge Elimination System (NPDES) Permit that includes certain monitoring and reporting requirements; and
WHEREAS, the City of Calistoga operates its Recycled Water Program under the State’s General Water Reuse Permit which requires the city to monitor and report all recycled water activities within its jurisdiction; and
WHEREAS, the City of Calistoga operates its Water Treatment Plant under the Drinking Water System NPDES permit; and
WHEREAS, the City of Calistoga requires assistance in administering its CrossConnection Control Program by communicating with drinking water users and certified third-party testers about operation/testing of backflow prevention devices, reviewing information submitted by users and certified testers, and recording this information in the City’s SwiftComply software; and
WHEREAS, additional tasks for FY 26/27 will include updating the Wastewater (WWTP) mixing zone and renewing the NPDES permit which expires April 2027; and WHEREAS, the city requires consultant services from Larry Walker Associates to assist in the monitoring, reporting and compliance requirements of these permits; and WHEREAS, since January of 2001, LWA has been providing ongoing professional technical assistance related to permit issuance and compliance; and WHEREAS, Larry Walker Associates agrees to furnish services pursuant to Task Order No. 3, shown on EXHIBIT A; and
WHEREAS, Larry Walker Associates has submitted a proposal for these services
as reflected in the Scope of Services shown on ATTACHMENT A; and WHEREAS, Larry Walker Associates has submitted a proposal for these services in an amount not to exceed $178,000 as reflected on ATTACHMENT B; and WHEREAS, staff has reviewed said proposal, found that the Master Agreement for Consultant Services – Task Order No. 3 proposed is reasonable and necessary, and recommends approval of the proposal; and
Item #6.5.
Resolution No. 2026-XX
WHEREAS, the FY 2026/27 Budget includes funding in Account Nos. 102-4131- 4402-00000, 102-4132-4402-00000 and 103-4142-4402-00000, which have sufficient appropriations for the Master Agreement for Consultant Services – Task Order No. 3, in an amount not to exceed $178,000; and
WHEREAS, on August 15, 2023, by Resolution No. 2023-061, Exhibit A, Larry Walker Associates was included on the 5-year list of pre-qualified consultants. LWA is pre-approved to provide CEQA-NEPA and environmental services to the city; and WHEREAS, on August 20, 2024, by Resolution No. 2024-63, a Master Agreement for Consultant Services with Larry Walker Associates and Task Order No. 1 ($72,918) were approved by the Council; and
WHEREAS, on May 20, 2025, by Resolution No. 2025-45, a Master Agreement for Consultant Services with Larry Walker Associates and Task Order No. 2 ($101,700) were approved by the Council.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES HEREBY find the following:
1. Authorizes the Acting City Manager to Approve Master Agreement for Consultant Services – Task Order No. 3, in an amount not to exceed $178,000, for ongoing and additional permit assistance related to the City of Calistoga Cross-Connection Control Program, Wastewater Treatment Plant NPDES Permit, the State’s General Water Reuse Permit, the Drinking Water System NPDES permit and additional tasks assigned for FY 26/27.
PASSED, APPROVED AND ADOPTED this 4
th day of AUGUST, 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.
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OAK #4878-5499-7017v1 (Rev. 9/2021)
YG 08/06/24
MASTER AGREEMENT FOR CONSULTANT SERVICES
This Master Agreement for Consultant Services (the "Agreement") 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 Larry Walker Associates, a S Corporation, (hereinafter referred to as "CONSULTANT"). CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, CITY requires various professional services in connection to perform CEQA-NEPA and environmental services;
WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.
NOW, THEREFORE, for the considerations hereinafter set forth, CONSULTANT and CITY agree as follows:
ARTICLE 1 - SCOPE OF SERVICES
1.1. Scope of Services. CONSULTANT agrees to furnish services pursuant to a Task Order in the form set forth in Exhibit A, Task Order, which is attached hereto and incorporated herein (the "Services").
1.2. Compliance with Law. The Services shall be performed in accordance with all applicable federal, state and local laws, ordinances, rules, regulations and orders.
1.3. Time is of the Essence. CONSULTANT agrees to diligently prosecute the Services. In the performance of this Agreement, time is of the essence.
1.4. Professional Competence. CONSULTANT represents that it has the professional skills necessary to perform the Services and that it will perform the Services in a skillful and professional manner. CONSULTANT represents that it has all the necessary licenses to perform the Services and shall maintain them throughout the term of this Agreement.
CONSULTANT agrees that the Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULTANT is engaged, in the same or similar geographical area in which CONSULTANT practices its profession, and will prepare all work products required by this Agreement in accordance with such standards. CITY and CONSULTANT agree that CONSULTANT is in responsible charge of the Services and CITY shall have no control over the method or means of performance of the Services. Acceptance by CITY of the Services does not operate as a release of CONSULTANT from professional responsibility for the Services performed.
ATTACHMENT 2
Item #6.5.
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1.5. Independent Contractor. CONSULTANT is an independent contractor and not an employee of CITY. CONSULTANT expressly warrants that it will not represent that it is an employee of CITY. Persons employed or utilized by CONSULTANT in the performance of the Services will not be employees or agents of CITY. CONSULTANT is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.
1.6. Confidentiality. CONSULTANT agrees to maintain in confidence and not disclose to any person, firm, governmental entity, or corporation, without CITY's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of CITY. CONSULTANT further agrees to maintain in confidence and not to disclose to any person, firm, governmental entity, or corporation any data, information, technology, or material developed or obtained by CONSULTANT during the performance of the Services. The covenants contained in this Section 1.6 shall survive the termination of this Agreement for whatever cause.
1.7. Ownership of Material. Any reports and other material prepared by or on behalf of CONSULTANT under this Agreement (collectively, the "Documents") shall be and remain the property of CITY. All Documents not already provided to CITY shall be delivered to CITY on the date of termination of this Agreement for any reason. The Documents may be used by CITY and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes CITY may deem appropriate without further employment of or payment of any compensation to CONSULTANT.
1.8. Documentation. CONSULTANT shall keep and maintain full and complete documentation and accounting records, employee time sheets, and correspondence pertaining to the performance of the Services, and CONSULTANT shall make such documents available for review and/or audit by CITY and CITY's representatives at all reasonable times for at least four years after the termination of this Agreement or completion of the Services.
1.9. Testimony. CONSULTANT agrees to testify at CITY's request if litigation is brought against CITY in connection with the Services. Unless the action is brought by CONSULTANT or is based upon CONSULTANT's negligence, CITY will compensate CONSULTANT for the preparation and the testimony at CONSULTANT's standard hourly rates.
ARTICLE 2 - COMPENSATION
2.1. Compensation. Compensation for the Services shall be in accordance with the rate and schedules specified in a Task Order. However, in no event shall the amount the CITY pays to CONSULTANT for work done under a Task Order exceed the total compensation specified in the Task Order (“Cost Ceiling”).
2.2. Invoices. CONSULTANT shall submit monthly invoices in a form satisfactory to CITY on or before the tenth day of each month for Services provided during the preceding month. CONSULTANT shall submit time and cost records as necessary to substantiate Item #6.5.
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performance of the Services. Within 35 days after receipt of each such invoice, CITY shall verify the accuracy of the invoice, correct the charges where appropriate and as discussed and mutually agreed with CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as verified or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT's work. CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in CONSULTANT's performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.
2.3. Status Reports. Together with each monthly invoice, CONSULTANT shall submit a status report detailing the amount expended on the Services to that date and the remaining amount to be expended before the Cost Ceiling is reached. CONSULTANT shall notify CITY in writing when payments have reached 90 percent of the Cost Ceiling.
2.4. Withholding. In lieu of holding retention, CITY shall withhold CONSULTANT's final payment under a Task Order until the Services provided under that Task Order are complete and CITY has received all Documents. CONSULTANT shall diligently continue and complete performance of the Services if the Services are not complete at the time CONSULTANT has performed services up to the Cost Ceiling.
ARTICLE 3 - TIME OF PERFORMANCE
3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until June 30, 2027 (the "Term").
Notwithstanding the foregoing, this Agreement may be extended for successive one-year term(s) upon mutual, written approval by the City Manager or his/her designee and CONSULTANT. Work authorized by a Task Order shall be performed in accordance with the schedule set forth in the Task Order.
3.2. Termination. This Agreement may be terminated at any time by CITY upon written notice to CONSULTANT.
3.3. Final Payment. CONSULTANT shall be entitled to compensation for Services performed up to the time of such termination, it being understood that any payments are full compensation for the Services rendered under this Agreement.
3.4. Other Remedies. Nothing in this Article 3 shall be deemed to limit the respective rights of the parties to terminate this Agreement for cause or otherwise to exercise any rights or pursue any remedies which may accrue to them.
ARTICLE 4 - DESIGNATED CONTACTS
4.1. CITY Contact. CITY designates Derek Rayner, its Public Works Director, as its contact who shall be responsible for administering and interpreting the terms and conditions of Item #6.5.
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this Agreement, for matters relating to CONSULTANT's performance under this Agreement, and for liaison and coordination between CITY and CONSULTANT. In the event CITY wishes to make a change in CITY 's representative, CITY will notify CONSULTANT of the change in writing.
4.2. CONSULTANT Contact. CONSULTANT designates Brian Laurenson, Executive Vice President as its contact, who shall have immediate responsibility for the performance of the Services and for all matters relating to performance under this Agreement. Any change in CONSULTANT's designated contact shall be subject to written approval by CITY.
ARTICLE 5 - INDEMNIFICATION AND INSURANCE
5.1. Indemnification. CONSULTANT shall, to the fullest extent allowed by law, with respect to claims, liability, loss, damage, costs, or expenses, including reasonable attorney's and expert witness fees, awards, fines, penalties, or judgments, arising out of or relating to the Services (collectively "Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, defend, indemnify, and hold harmless CITY, its Officials, officers, employees and agents (the "CITY Parties"), except to the extent the Claims are attributable to CITY Parties' gross negligence or willful misconduct. CONSULTANT shall defend the CITY Parties as required by California Civil Code Section 2778, and with counsel reasonably acceptable to those parties. CONSULTANT shall have no right to seek reimbursement from the CITY Parties for the costs of defense.
In the event that CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CalPERS) to be eligible for any CalPERS benefits arising from services provided to CITY under this Agreement, CONSULTANT shall indemnify, defend, and hold CITY harmless from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys’ fees and court costs incurred, including but not limited to, the payment of any employee and/or employer contributions for CalPERS service credit on behalf of CONSULTANT or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of CITY.
If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault.
The obligations contained in this Section 5.1 shall survive the termination of this Agreement for whatever cause for the full period of time allowed by law and shall not in any way be limited by the insurance requirements of this Agreement.
Item #6.5.
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5.2. Health and Safety. CONSULTANT may perform part of the Services at sites which contain unknown working conditions and contaminated materials. CONSULTANT shall be solely responsible for the health and safety of CONSULTANT's employees during the performance of the Services.
5.3. Insurance. CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency shall procure, provide and maintain at all times during the performance of this Agreement, and for such additional periods as described herein, the insurance listed below with insurers licensed to do business in the State of California and with a Best's rating of no less than A:VII.
A. Commercial Automobile Liability Insurance. Commercial Automobile Liability Insurance providing bodily injury liability and property damage, to protect against all liability arising out of the use of any owned, leased, passenger or commercial automobile at a minimum amount of $1,000,000 combined single limit and $2,000,000 aggregate. Coverage shall apply to hired and non-owned autos.
B. Commercial General Liability Insurance. Commercial General Liability Insurance, with limits providing a minimum amount of $1,000,000 combined single limit coverage for each occurrence, $2,000,000 general aggregate and $2,000,000 products/completed operations aggregate. The insurance shall cover all operations including but not limited to the following: (1) premises, operations and mobile equipment liability; (2) completed operations and products liability; (3) contractual liability insuring the obligations assumed by CONSULTANT in this Agreement; (4) broad form property damage liability; (5) personal injury liability endorsement, including death; and (6) automobile bodily injury and property damage insurance, including all owned, hired and non-owned equipment.
C. Professional Liability Insurance. Professional Liability Insurance protecting against liabilities arising out of or in connection with negligent acts, errors, or omissions of CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency in connection with this Agreement, at a minimum amount of $1,000,000 combined single limit coverage and $1,000,000 aggregate, on a "claims made basis" with a continuation of coverage extension for liabilities for two years from the date the Services are substantially complete. Such professional liability policies shall include coverage for liability assumed by the CONSULTANT under this Agreement.
D. Workers Compensation Insurance. Workers Compensation insurance, occupational disease insurance and employer’s liability insurance shall be required with minimum limits as required by law, covering all workplaces involved in this Agreement.
E. Policy Terms. Concurrently with execution of this Agreement, CONSULTANT shall provide CITY with Certificates of Insurance evidencing that CONSULTANT has obtained or maintains the insurance required by this Section Item #6.5.
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5.3. The Certificates shall be on forms acceptable to CITY. CONSULTANT shall also furnish CITY with original endorsements with the following documentation:
• Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after CITY shall have received written notification thereof from CONSULTANT by United States mail;
• Providing that CONSULTANT's insurance shall apply separately to each insured against whom claim is made or suit is brought, and include a “separation of insureds” or “severability” clause which treats each insured separately, except with respect to the limits of the insurer's liability (cross-liability endorsement);
• Excepting CONSULTANT’S professional liability insurance, naming CITY, its City Council, boards, commissions, committees, officers, employees and agents as additional insureds (“Additional Insureds”); and • Providing that for any claims relating to CONSULTANT's services hereunder, CONSULTANT's insurance coverage shall be primary insurance with respect to CITY, its City Council, boards, commissions, committees, officers, employees and agents, and that any insurance or self-insurance maintained by CITY for itself, its City Council, boards, commissions, committees, officers, employees and agents shall be in excess of CONSULTANT's insurance and shall not be contributory with it.
• It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverages requirements and/or limits shall be available to the Additional Insured, including but not limited to any umbrella or excess insurance.
Furthermore, the requirements for coverage and limits shall be the greater of:
(a) the minimum coverage and limits specified in this Agreement; or (b) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.
F. Waiver of Subrogation: CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the CITY by virtue of the payment of any loss under such insurance.
CONSULTANT hereby agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. However, the Worker’s Compensation policy required by Section 5.3(D) of this Agreement shall be endorsed with a waiver of subrogation in favor of CITY for all work performed by CONSULTANT, its employees and/or agents.
G. Material Breach. If CONSULTANT fails to maintain insurance coverage or provided insurance documentation which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. CITY, at its sole option, may terminate this Agreement and obtain damages from CONSULTANT resulting from said breach. Alternatively, CITY may purchase the required insurance coverage, and without further notice to CONSULTANT, may deduct from sums due to CONSULTANT any premium costs advanced by CITY for Item #6.5.
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such insurance. These remedies shall be in addition to any other remedies available to CITY.
ARTICLE 6 - NOTICES
All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile or reputable overnight courier and shall be deemed received upon the earlier of: (1) if personally delivered, the date of delivery to the address of the person to receive such notice; (2) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; (3) if sent by facsimile, with the original sent on the same day by overnight courier, the date on which the facsimile is received, provided it is before 5:00 P.M. Pacific Time; or (4) if sent electronically, the date of delivery on the confirmed read receipt. Notice of change of address shall be given by written notice in the manner described in this Article 6. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed to constitute receipt of the notice or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:
If to CITY: Mitchell J. Celaya, III, Acting City Manager 1232 Washington Street
Calistoga, CA 94515
Email: [email protected]
Phone: 707-942-2806
If to CONSULTANT: Brian Laurenson, Executive Vice President 1480 Drew Avenue, Suite 100
Davis, CA 95618
Phone: 530-753-6400
Email: [email protected]
ARTICLE 7 - MISCELLANEOUS
7.1. Conflict of Interest Prohibition. CITY and CONSULTANT will comply with the requirements of the CITY’s Conflict of Interest Code adopted pursuant to California Government Code §87300 et seq., the Political Reform Act (California Government Code §81000 et seq.), the regulations promulgated by the Fair Political Practices Commission (Title 2, §18110 et seq. of the California Code of Regulations), California Government Code §1090 et seq., and any other ethics laws applicable to the performance of the Services and/or this Agreement. CONSULTANT may be required to file with the CITY Clerk a completed Form 700 before commencing performance of the Services unless the CITY Clerk determines that completion of a Form 700 is not required, pursuant to CITY’s Conflict of Interest Code. Form 700 forms are available from the CITY Clerk.
CONSULTANT may not perform Services for any other person or entity that, pursuant to any applicable law or regulation, would result in a conflict of interest or would otherwise be prohibited with respect to CONSULTANT’s obligations pursuant to this Agreement.
Item #6.5.
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CONSULTANT agrees to cooperate fully with CITY and to provide any necessary and appropriate information requested by CITY or any authorized representative concerning potential conflicts of interest or prohibitions concerning CONSULTANT’s obligations pursuant to this Agreement.
CONSULTANT may not employ any CITY official, officer or employee in the performance of the Services, nor may any official, officer or employee of CITY have any financial interest in this Agreement that would violate California Government Code §1090 et seq. CONSULTANT hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of CITY. If CONSULTANT was an employee, agent, appointee, or official of CITY in the previous twelve months, CONSULTANT warrants that it did not participate in any manner in the forming of this Agreement. CONSULTANT understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for CONSULTANT’s performance of the Services, including reimbursement of expenses, and CONSULTANT will be required to reimburse CITY for any sums paid to CONSULTANT under this Agreement. CONSULTANT understands that, in addition to the foregoing, penalties for violating Government Code §1090 may include criminal prosecution and disqualification from holding public office in the State of California.
Any violation by CONSULTANT of the requirements of this provision will constitute a material breach of this Agreement, and the CITY reserves all its rights and remedies at law and equity concerning any such violations.
7.2. Subcontracting. CONSULTANT may subcontract portions of the Services upon the prior written approval of CITY. CONSULTANT will be solely responsible for payment of such subcontract Services. No contractual relationship will exist between any such subcontractors of CONSULTANT and CITY. CONSULTANT’s subcontractors agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under the Agreement. CONSULTANT’s subcontractors further agree to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, with any subsubcontractor to the extent they apply to the scope of the sub-subcontractor’s work. A copy of the CITY indemnity and insurance provisions will be furnished to CONSULTANT’s subcontractors upon request.
7.3. Entire Agreement. This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may only be modified by an amendment in writing signed by each party.
7.4. No Assignment. The Services are deemed unique and neither party shall assign, transfer, subcontract or otherwise substitute its interest in this Agreement or any of its obligations hereunder without the prior written consent of the other party. As limited by this Section
7.2, this Agreement is to be binding on the successors and assigns of the parties hereto.
Item #6.5.
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7.5. Severability. If any part of this Agreement is determined to be unconstitutional, invalid or beyond the authority of either party, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement can be interpreted to give effect to the intentions of the parties.
7.6. Counterparts. This Agreement may be signed in counterparts and, when fully signed, such counterparts shall have the same effect as if signed in one document.
7.7. Choice of Law. This Agreement and all matters relating to it shall be governed by the laws of the State of California without reference to its choice of laws principles and venue shall be in the appropriate court in Napa County, California.
7.8. Waiver. No failure on the part of either Party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other further breach.
7.9. Mediation. In the event the parties are unable to resolve a dispute arising under this Agreement through good faith negotiations, the parties agree to submit the matter to mediation with a mutually agreeable mediator. Prior to the mediation, the parties shall exchange any documents reasonably necessary to resolve the matter to be mediated.
7.10. Interpretation. In the event this Agreement is ever construed in any dispute between the parties, it and each of its provisions shall be construed without regard to the party or parties responsible for its preparation and shall be deemed to have been prepared jointly by the parties. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement.
7.11. Authority. Each individual executing this Agreement on behalf of one of the parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such party and that this Agreement is binding on such party in accordance with its terms.
7.12. Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or cause of action in favor of, a third party against either the CITY or CONSULTANT. CONSULTANT’s Services hereunder are being performed solely for the benefit of CITY. CITY shall be an express third-party beneficiary of all contracts between CONSULTANT and any subcontractors or subconsultants in connection with any services performed in connection with, or in furtherance of, this Agreement. ***
[Signatures on Next Page]
Item #6.5.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
CITY OF CALISTOGA
By: Date
Mitchell J. Celaya, III, Acting City Manager
CONSULTANT
By: Date
Brian Laurenson, Executive Vice President
By: Date
Attest:
By: ___________________________
Yudiana Galvan, City Clerk
Approved As To Form
By:
Michelle Marchetta Kenyon, City Attorney
Item #6.5.
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EXHIBIT A
TASK ORDER NO. 3
CITY OF CALISTOGA
AND
LARRY WALKER ASSOCIATES, A S CORPORATION
SECTION 1 – PURPOSE
The purpose of this Task Order is to authorize and direct Larry Walker Associates, a S Corporation to proceed with the work specified in SECTION 2 below, in accordance with the provisions of the Master Agreement for Consultant Services between the City of Calistoga (“CITY”) and Larry Walker Associates, a S Corporation (“CONSULTANT”) hereto dated _____________________, 2026 (“MASTER AGREEMENT”)
SECTION 2 – SCOPE OF WORK
The items authorized by this Task Order are presented in Attachment “A” – Scope of Services, which is attached hereto and incorporated by this reference.
SECTION 3 – COMPENSATION AND PAYMENT
Compensation shall be as provided in the MASTER AGREEMENT. Compensation for services as set forth in SECTION 2 shall be as set forth in Attachment “B” – Compensation, which is attached hereto and incorporated by this reference. Total compensation for all services provided under this Task Order shall not exceed One Hundred Seventy-Eight Thousand Dollars ($178,000) (“Cost Ceiling”).
SECTION 4 – TIME OF PERFORMANCE
The services described in SECTION 2 of this Task Order shall be completed by June 30, 2027, or as extended in writing by the City Manager.
SECTION 5 – ITEMS AND CONDITIONS
All terms and conditions contained in the MASTER AGREEMENT are incorporated by reference and remain in full force and effect.
Approved this _______ day of _________________, 2026
[Signatures on Next Page]
Item #6.5.
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CITY OF CALISTOGA
By: Date
Mitchell J. Celaya, III, Acting City Manager
Approved As To Form
By:
Michelle Marchetta Kenyon, City Attorney
CONSULTANT
By: Date
Brian Laurenson, Executive Vice President
By: Date
Item #6.5.
ATTACHMENT A
Item #6.5.
Item #6.5.
Item #6.5.
ATTACHMENT %
Item #6.5.
Item #6.5.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Claudia Pouliot, Management Analyst I
Meeting: City Council - Regular Meeting - Aug 04 2026
Subject: Housing Authority of the City of Napa Services Agreement DESCRIPTION:
Consider adopting a Resolution authorizing the City Manager to execute a two-year intergovernmental services agreement for housing services from the Housing Authority of the City of Napa.
RECOMMENDATION:
Consider Adopting the Resolution
SUMMARY:
The City of Calistoga currently receives affordable housing assistance and services through a contract with the Housing Authority of the City of Napa (HACN). This relationship has existed for multiple decades.
The City’s arrangement with the Housing Authority is proposed to be extended by two years. The proposed services are similar to those currently performed and include:
•Section 8 Housing Services
•Continuum of Care
•Regulatory Agreement Monitoring
•Development Review
•Loan Services
•Affordable Housing Regulatory Agreements
•Housing Rehabilitation Programming
ANALYSIS:
Please refer to Attachment 2 of the proposed agreement for further details on these services. The costs associated with HACN’s services for the two-year period covered by the agreement would be a maximum of $128,500.
The services provided by HACN are critical for the City in regard to the ongoing monitoring of the City's affordable housing units and to fulfill the goals and actions outlined in the Housing Element of the General Plan regarding affordable housing. City staff relies on the Housing Authority’s expertise for these tasks and the City of Napa staff has provided excellent service to the City of Calistoga for many years.
This new contract includes two new housing rehabilitation programs that will be implemented and managed by HACN with oversight by the Planning and Building Department. These programs are Item #6.6.
examples of the partnership that the City and HACN have developed, which provides real benefits to the residents of Calistoga.
FINANCIAL IMPACT:
The total contract amount will be covered by the City's Measure D Fund. The costs of HACN’s services during the tenure of this contract will be partially offset by annual monitoring fees collected by the City for each restricted affordable housing project.
CEQA STATUS:
Section 502. General Rule. [State CEQA Guidelines §15061(b)(3)] CEQA does not apply to a project where it can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment.
ATTACHMENT(S):
Attachment 1 - HACN Resolution
Attachment 2 - HACN Services Agreement_Calistoga
APPROVAL(S):
Greg Desmond, Planning & Building Director Approved - Jul 22 2026 Connie Cardenas, Admin. Services Director Approved - Jul 22 2026 Rachel Stepp, Deputy City Manager Approved - Jul 23 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jul 27 2026 Item #6.6.
ATTACHMENT 1
RESOLUTION NO. 2026-XXX
Authorizing Agreement No. XXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA
AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE A TWO-YEAR
INTERGOVERNMENTAL SERVICES AGREEMENT FOR HOUSING SERVICES
FROM THE HOUSING AUTHORITY OF THE CITY OF NAPA
WHEREAS, the City Council has placed great emphasis on the need to support and enhance efforts and services to increase and protect affordable housing opportunities for the residents of Calistoga; and
WHEREAS, the City Council recognizes the need to continually monitor the occupancy of the affordable housing created within the City to ensure compliance with affordability terms and restrictions and to prepare and submit monitoring and compliance reports regarding such occupancy to state and federal agencies on a regular basis; and
WHEREAS, the City Council recognizes the critical need of preserving the City’s affordable housing stock and providing assistance to low-income households in order to do so; and
WHEREAS, the Housing Authority of the City of Napa has provided valuable professional services regarding housing matters to the City in the past, including the recent successful implantation of the housing rehabilitation program; and WHEREAS, The City's adopted FY 2026–27 budget includes an allocation of $63,200 for housing services, and sufficient funding is anticipated to be available to allocate $65,300 in FY 2027–28. Funding for both fiscal years will be provided through the City's Measure D Fund.
NOW, THEREFORE BE IT RESOLVED, the City Council hereby authorizes the Interim City Manager to execute a two-year intergovernmental services agreement with the Housing Authority of the City of Napa to provide the services identified in the agreement attached hereto in an amount not to exceed $128,500.
PASSED, APPROVED AND ADOPTED this 4
th day of August, 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:
Item #6.6.
Resolution No. 2026-XXX
ATTEST: APPROVED:
____________________________ __________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
INTERGOVERNMENTAL AGREEMENT FOR SERVICES BY AND BETWEEN THE
HOUSING AUTHORITY OF THE CITY OF NAPA AND
THE CITY OF CALISTOGA
HOUSING AUTHORITY OF THE CITY OF NAPA AGREEMENT NO. _____ CITY OF CALISTOGA AGREEMENT NO. _____
THIS AGREEMENT FOR SERVICES (this “Agreement”) is made and entered into as of July 1, 2026 (“Effective Date”) by and between the HOUSING AUTHORITY OF THE CITY OF NAPA, a public body, corporate and politic (the "Authority") and the CITY OF CALISTOGA, a municipal corporation (the “City”) under the joint exercise of powers provisions of California Government Code Sections 6500-6536. City and Authority are public entities organized and operating under the laws of the State of California and each is a public agency as defined in California Government Code Section 6500. The Authority and City are hereinafter collectively referred to as the “Parties.”
RECITALS
WHEREAS, the City desires to obtain housing services from the Authority for Fiscal Year 2026 – 2027 and Fiscal Year 2027 – 2028; and
WHEREAS, the Authority is willing to provide such services to the City subject to the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, for the mutual consideration described herein, the City and Authority agree as follows:
1. Term of the Agreement. The term of this Agreement shall commence on the Effective Date and shall expire on June 30, 2028 (the “Term”) unless earlier terminated in accordance with Paragraphs 7 or 8 of this Agreement.
2. Scope of Services. Authority shall perform the services described in the Scope of Services in Exhibit “A”, attached hereto and incorporated by reference herein (the “Services”).
3. Compensation.
(a) Baseline Rates. In consideration of Authority’s performance of the Services, the City shall pay to Authority the baseline rate (“Baseline Rate”) of Sixty-Three Thousand Two Hundred Dollars and 00/100 ($63,200.00.00) for Fiscal Year 2026–2027; and Sixty-Five Thousand Three Hundred Dollars and 00/100 ($65,300.00) for Fiscal Year 2027–2028.
(b) Maximum Annual Compensation. The total compensation for the Services provided by Authority to the City under this Agreement shall not exceed: (1) $63,200.00 for Fiscal Year 2026-2027; and (2) $65,300.00 for Fiscal Year 2027-2028 as detailed in the following table:
Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
COMPENSATION BREAKDOWN
Service Provided FY2026-27 Cost FY2027-28 Cost Total Cost HACN Baseline Housing Services $63,200.00 $65,300.00 $128,500.00 (c) Rate for Additional Services. If the City authorizes Authority to perform services that are not included in the Scope of Services set forth in Exhibit “A” (“Additional Services”), then Authority will be compensated for the Additional Services on a time and materials basis. The rate for Authority’s time for the Additional Services shall be the then-current fully burdened overhead rate (the “Fully Burdened Overhead Rate”) for the employee performing the Additional Services. The Fully Burdened Overhead Rate is an hourly billable rate that captures all Authority costs (direct and indirect) associated with an employee, over and above gross compensation or payroll costs. Typical costs associated with the Fully Burdened Overhead Rate include payroll taxes, worker's compensation, health insurance, paid time off, pension contributions, other benefits, and indirect costs including departmental and citywide administrative overhead allocations. The applicable Fully Burdened Overhead Rate will depend on the Authority employee performing the Additional Services as each employee has a different Fully Burdened Overhead Rate that is calculated based on that particular employee’s salary and benefits.
(d) Invoices for Additional Services. Authority will submit a monthly itemized invoice to the City for any Additional Services provided by the Authority during the preceding month. The City will pay the Authority within thirty (30) days after approval of each invoice.
4. Method of Payment. The Authority shall provide to City an invoice for payment for the Services on the following dates and in the following amounts:
(a) On July 1, 2026, an invoice equal to 50% of the Baseline Rate for Fiscal Year 2026-2027 in the amount of $31,600.00; and
(b) On January 1, 2027, a second invoice for the remaining 50% of the Baseline Rate for Fiscal Year 2026-2027 in the amount of $31,600.00.
(c) On July 1, 2027, a third invoice for 50% of the Baseline Rate for Fiscal Year 2027-2028 in the amount of $32,650.00; and
(d) On January 1, 2028 a fourth invoice for the remaining 50% of the Baseline Rate for Fiscal Year 2027- 2028 in the amount of $32,650.00.
City shall pay the Authority within thirty (30) days following receipt of an invoice.
5. Independent Contractor. The Authority shall perform the Services under this Agreement as an independent contractor. The Authority and the officers, agents and employees of Authority are not, and shall not be deemed, City employees for any purpose, including workers' compensation. The Authority shall determine the method and manner by which the Services shall be performed. The Authority and its officers, employees and agents shall not be entitled to any of the benefits accorded to a City employee. City shall not deduct or withhold any amounts whatsoever from the compensation paid to the Authority, including, but not Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
limited to amounts required to be withheld for state and federal taxes. The Authority shall be solely responsible for all such payments.
6. Indemnification. To the fullest extent permitted by law, City shall defend, indemnify and hold harmless the Authority and its elected and appointed officials, officers, agents and employees from and against any and all liability or claims (including actions, demands, damages, injuries, settlements, losses, or costs [including legal costs and attorney's fees]) (collectively, “Liability”) of any nature, arising out of, pertaining to, or relating to City’s acts or omissions under this Agreement. Consistent with Civil Code Section 2782, City will not be obligated to indemnify Authority for the proportionate share of the Liability caused by the Authority’s active negligence, sole negligence, or willful misconduct. City’s indemnification obligations under this Agreement are not limited by any limitations of any insurance held by City, including, but not limited to, workers’ compensation insurance.
To the fullest extent permitted by law, Authority shall defend, indemnify and hold harmless City and its elected and appointed officials, officers, agents and employees from and against any Liability of any nature, arising out of, pertaining to, or relating to the Authority’s acts or omissions under this Agreement. Consistent with Civil Code Section 2782, Authority will not be obligated to indemnify City for the proportionate share of the Liability caused by the City’s active negligence, sole negligence, or willful misconduct. Authority’s indemnification obligations under this Agreement are not limited by any limitations of any insurance held by Authority, including, but not limited to, workers’ compensation insurance.
7. Termination for Cause. If either party shall fail to fulfill in a timely and proper manner that party's obligations under this Agreement or otherwise breaches this Agreement, then the non-defaulting party may, in addition to any other remedies it may have, terminate this Agreement by giving fifteen (15) days written notice to the defaulting party in the manner set forth in Paragraph 11 (Notices).
8. Termination for the Convenience of a Party. This Agreement may be terminated by either party for any reason and at any time by giving no less than thirty (30) days prior written notice of such termination to the other party and specifying the effective date thereof.
9. Payment for Work upon Expiration or Termination. In the event of termination for cause under Paragraph 7 or termination for the convenience of a party under Paragraph 8, the Authority shall be entitled to receive compensation for any satisfactory Services and/or Additional Services provided by the Authority prior to the effective date of the notice subject to the maximum amount set forth in Paragraph 3(b). In the event the termination results in the Authority receiving payment in an amount that exceeds the amount due to Authority for the Services provided under this Agreement, City shall be entitled to receive reimbursement for any overpayment from Authority.
10. No Waiver. The waiver by either party of any breach or violation of any requirement of this Agreement shall not be deemed to be a waiver of any such breach in the future, or of the breach of any other requirement of this Agreement.
11. Notices. All notices required or authorized by this Agreement shall be in writing and shall be delivered in person or by deposit in the United States mail, by first class mail, postage prepaid. Any mailed notice, demand, request, consent, approval or communication that either party desires to give the other party shall be addressed to the other party at the address set forth below. Either party may change its address by notifying the other party of the change of address. Any notice sent by mail in the manner prescribed by this Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
paragraph shall be deemed to have been received on the date noted on the return receipt or five (5) days following the date of deposit, whichever is earlier.
AUTHORITY CITY OF CALISTOGA
Housing Manager Mitchell Celaya, Interim City Manager
Housing Authority of the City of Napa City of Calistoga P.O. Box 660 1232 Washington Street
Napa, CA 94559 Calistoga, CA 94515
12. Confidentiality. Confidential information is defined as all information disclosed to the Authority which relates to City past, present, and future activities, as well as activities under this Agreement. Except as otherwise provided in Paragraph 15, as directed by the City Manager or designee thereof, or when required by the California Public Records Act, a subpoena or by court order, the Authority shall hold all such information as the Authority may receive, if any, in trust and confidence.
13. Amendment/Modification. Except as specifically provided herein, this Agreement may be modified or amended only in a writing signed by the Parties.
14. Compliance with Laws. In the performance of this Agreement, the Authority shall observe and comply with all applicable Federal, State and local laws, ordinances, and codes.
15. Access to Records/Retention. City shall have access to any books, documents, papers and records of the Authority prepared or obtained by the Authority when providing the Services under this Agreement. Upon expiration or termination of this Agreement the Authority shall return all such records to City unless otherwise directed by City to retain or dispose of such records, except that with the written permission of City, the Authority may keep a copy of such records as long as such copy is maintained in confidence and is returned to City or its successor agency to be destroyed upon notification to Authority that City has authorized destruction of the original records.
16. Attorney's Fees. In the event that either party commences legal action of any kind or character to either enforce the provisions of this Agreement or to obtain damages for breach thereof, the prevailing party in such litigation shall be entitled to all costs and reasonable attorney's fees incurred in connection with such action.
17. Interpretation. The headings used herein are for reference. The terms of the Agreement are set out in the text under the headings. This Agreement shall be governed by the laws of the State of California.
18. Severability. If any provision of this Agreement, or any portion thereof, is found by any court of competent jurisdiction to be unenforceable or invalid for any reason, such provision shall be severable and shall not in any way impair the enforceability of any other provision of this Agreement.
19. Entirety of Contract. This Agreement, together with Exhibits “A” and “B” attached hereto and incorporated herein, constitutes the entire agreement between the Parties relating to the subject of this Agreement and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, among the Parties with respect to the subject matter hereof.
Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
20. Counterparts. This Agreement may be executed in counterparts, each one of which is deemed an original, but all of which together constitute a single instrument.
21. Privileges and Immunities. In accordance with California Government Code Section 6513, all of the privileges and immunities from liability, all exemptions from laws, ordinances and rules, and all pension, relief, disability, workmen’s compensation, and other benefits which apply to the activity of the trustees, officers, employees or agents of the Parties when performing their respective functions within the territorial limits of their respective public agencies, shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties associated with performance of this Agreement.
22. Signatures; Electronic Signatures. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the City and the Authority. The parties agree that this Agreement may be executed and transmitted electronically and that electronic signatures shall have the same force and effect as original signatures in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq.; the California Uniform Electronic Transactions Act, Civil Code Section 1633.1 et seq.; and California Government Code Section 16.5. [SIGNATURE PAGE FOLLOWS.]
Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
IN WITNESS WHEREOF, this Agreement is executed by the Parties as of the date first above written.
CITY:
CITY OF CALISTOGA, a municipal corporation
By: ________________________________________
MITCHELL CELAYA, Interim City Manager
ATTEST:
By: ________________________________________
YUDIANA GALVAN, City Clerk
AUTHORITY:
HOUSING AUTHORITY OF THE CITY OF NAPA, a public body, corporate and politic By: ________________________________________
STEVE POTTER, Executive Director
COUNTERSIGNED:
By: ___________________________________
ERIKA LEAHY, Deputy City Auditor
APPROVED AS TO FORM:
By: _____________________________________
CHRISTOPHER DIAZ, Interim Authority General Counsel
Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
EXHIBIT “A”
Scope of Services
The Housing Authority administers US Department of Housing and Urban Development (HUD)-funded Project-Based Voucher (PBV) and Housing Choice Voucher (HCV) programs within the City of Calistoga. In addition, as part of its countywide responsibilities, the Housing Authority represents the City of Calistoga and its interests through participation in the Continuum of Care for homeless services and other applicable countywide housing and homeless service initiatives. These activities are carried out pursuant to the Housing Authority’s independent statutory and programmatic responsibilities and provide ongoing benefits to the City of Calistoga regardless of, and independent from, this Agreement.
WORK PROGRAM DESCRIPTION
A. STANDARD HOUSING SERVICES (included in Baseline Rate)
1. Regulatory Agreement Monitoring Provide required annual monitoring of regulatory agreement units summarized in Exhibit B
2. Review development projects Technical assistance reviewing proposed housing developments to maximize affordable housing
units
3. Loan Servicing Provide loan servicing and owner occupancy monitoring for CalHome, HOME, BEGIN, & CDBG
homebuyer & rehab loans.
4. Affordable Housing Regulatory Agreements Review affordable housing agreements & make recommendations
5. Annual Meeting with Staff and Council Report on year's activities B. ADDITIONAL HOUSING SERVICES (charged in accordance with Section 3(c))
1. Housing Rehabilitation Grant Program Administration of Measure D housing rehabilitation grant program, defined within
program guidelines, shall be charged in
accordance with Section 3(c).
2. Additional housing services as mutually agreed to TBD: Requests for services from the City beyond the scope of Section A, shall be charged in
accordance with Section 3(c).
Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
EXHIBIT “B”
Monitoring List
Project Type Affordable Units Task Description
Palisades BMR 9 Annually
Mail out owner occupancy certification,
verify insurance & taxes paid. Follow-up
when necessary. Update owner database
Emerald Oaks BMR 1 Annually
Mail out owner occupancy certification,
verify insurance & taxes paid. Follow-up
when necessary. Up-date owner database
Silverado Place BMR 1 Annually
Mail out owner occupancy certification,
verify insurance & taxes paid. Follow-up
when necessary. Update owner database
Saratoga Manor II BMR 17 Annually
Mail out owner occupancy certification,
verify insurance & taxes paid. Follow-up
when necessary. Update owner database
Lakewood I
1809 Lake St. MF 8 Annually
Review Calistoga Affordable Housing, Inc.
annual report & tenant certification forms
for compliance with Affordable Housing
Agreement #0210 & Loan Agreement
#0210
Palisades Apts. 40 & 42
Brannan St. MF 24 Annually
Review Burbank Housing annual report &
tenant certification forms for compliance
with Affordable Housing Agreement #0248
& HOME Standard Agreement #07-HOME3063. Submit Annual Long Term Monitoring Report to HCD.
Paladini Apts MF 4 Annually
Review property owner's annual report
and tenant certification forms for
compliance with Affordable Housing
Agreement. Request annual monitoring
fee.
Luxe Calistoga -
Garnett Creek Inn
1139 Calistoga St. MF 4 Annually
Review property owner's annual report
and tenant certification forms for
compliance with Affordable Housing
Agreement. Request annual monitoring
fee.
Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
Calistoga Senior Apts.
611 Washington Street MF 29 Annually
Review property owner's annual report
and tenant certification forms for
compliance with Affordable Housing
Agreement.
Lincoln Avenue
Apartments MF 77 Annually
Review property owner's annual report
and tenant certification forms for
compliance with Affordable Housing
Agreement.
Additional affordable
housing units MF up to 16** Annually
Lease up certification. Mail out project
compliance report and review tenant
information for compliance with
Regulatory Agreement. Update project
database.
HOME Loans Rehab* 18 Annually
Loan servicing & owner occupancy
certification, verify insurance and taxes or
HCD registration paid. Follow-up when
necessary. Update Rehab database.
CDBG Loans Rehab* 44 Annually
Loan servicing & owner occupancy
certification, verify insurance and taxes or
HCD registration paid. Follow-up when
necessary. Update Rehab database.
MF = Multifamily rental
BMR = Below Market Rate homeownership
*Number of loans may increase or decrease over the term of the contract **Affordable units beyond the number identified above shall be billed on a time and materials basis in accordance with Section 3(c).
Item #6.6.
ATTACHMENT 1
RESOLUTION NO. 2026-XXX
Authorizing Agreement No. XXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA
AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE A TWO-YEAR
INTERGOVERNMENTAL SERVICES AGREEMENT FOR HOUSING SERVICES
FROM THE HOUSING AUTHORITY OF THE CITY OF NAPA
WHEREAS, the City Council has placed great emphasis on the need to support and enhance efforts and services to increase and protect affordable housing opportunities for the residents of Calistoga; and
WHEREAS, the City Council recognizes the need to continually monitor the occupancy of the affordable housing created within the City to ensure compliance with affordability terms and restrictions and to prepare and submit monitoring and compliance reports regarding such occupancy to state and federal agencies on a regular basis; and
WHEREAS, the City Council recognizes the critical need of preserving the City’s affordable housing stock and providing assistance to low-income households in order to do so; and
WHEREAS, the Housing Authority of the City of Napa has provided valuable professional services regarding housing matters to the City in the past, including the recent successful implantation of the housing rehabilitation program; and WHEREAS, The City's adopted FY 2026–27 budget includes an allocation of $63,200 for housing services, and sufficient funding is anticipated to be available to allocate $65,300 in FY 2027–28. Funding for both fiscal years will be provided through the City's Measure D Fund.
NOW, THEREFORE BE IT RESOLVED, the City Council hereby authorizes the Interim City Manager to execute a two-year intergovernmental services agreement with the Housing Authority of the City of Napa to provide the services identified in the agreement attached hereto in an amount not to exceed $128,500.
PASSED, APPROVED AND ADOPTED this 4
th day of August, 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:
Item #6.6.
Resolution No. 2026-XXX
ATTEST: APPROVED:
____________________________ __________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
INTERGOVERNMENTAL AGREEMENT FOR SERVICES BY AND BETWEEN THE
HOUSING AUTHORITY OF THE CITY OF NAPA AND
THE CITY OF CALISTOGA
HOUSING AUTHORITY OF THE CITY OF NAPA AGREEMENT NO. _____ CITY OF CALISTOGA AGREEMENT NO. _____
THIS AGREEMENT FOR SERVICES (this “Agreement”) is made and entered into as of July 1, 2026 (“Effective Date”) by and between the HOUSING AUTHORITY OF THE CITY OF NAPA, a public body, corporate and politic (the "Authority") and the CITY OF CALISTOGA, a municipal corporation (the “City”) under the joint exercise of powers provisions of California Government Code Sections 6500-6536. City and Authority are public entities organized and operating under the laws of the State of California and each is a public agency as defined in California Government Code Section 6500. The Authority and City are hereinafter collectively referred to as the “Parties.”
RECITALS
WHEREAS, the City desires to obtain housing services from the Authority for Fiscal Year 2026 – 2027 and Fiscal Year 2027 – 2028; and
WHEREAS, the Authority is willing to provide such services to the City subject to the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, for the mutual consideration described herein, the City and Authority agree as follows:
1. Term of the Agreement. The term of this Agreement shall commence on the Effective Date and shall expire on June 30, 2028 (the “Term”) unless earlier terminated in accordance with Paragraphs 7 or 8 of this Agreement.
2. Scope of Services. Authority shall perform the services described in the Scope of Services in Exhibit “A”, attached hereto and incorporated by reference herein (the “Services”).
3. Compensation.
(a) Baseline Rates. In consideration of Authority’s performance of the Services, the City shall pay to Authority the baseline rate (“Baseline Rate”) of Sixty-Three Thousand Two Hundred Dollars and 00/100 ($63,200.00.00) for Fiscal Year 2026–2027; and Sixty-Five Thousand Three Hundred Dollars and 00/100 ($65,300.00) for Fiscal Year 2027–2028.
(b) Maximum Annual Compensation. The total compensation for the Services provided by Authority to the City under this Agreement shall not exceed: (1) $63,200.00 for Fiscal Year 2026-2027; and (2) $65,300.00 for Fiscal Year 2027-2028 as detailed in the following table:
Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
COMPENSATION BREAKDOWN
Service Provided FY2026-27 Cost FY2027-28 Cost Total Cost HACN Baseline Housing Services $63,200.00 $65,300.00 $128,500.00 (c) Rate for Additional Services. If the City authorizes Authority to perform services that are not included in the Scope of Services set forth in Exhibit “A” (“Additional Services”), then Authority will be compensated for the Additional Services on a time and materials basis. The rate for Authority’s time for the Additional Services shall be the then-current fully burdened overhead rate (the “Fully Burdened Overhead Rate”) for the employee performing the Additional Services. The Fully Burdened Overhead Rate is an hourly billable rate that captures all Authority costs (direct and indirect) associated with an employee, over and above gross compensation or payroll costs. Typical costs associated with the Fully Burdened Overhead Rate include payroll taxes, worker's compensation, health insurance, paid time off, pension contributions, other benefits, and indirect costs including departmental and citywide administrative overhead allocations. The applicable Fully Burdened Overhead Rate will depend on the Authority employee performing the Additional Services as each employee has a different Fully Burdened Overhead Rate that is calculated based on that particular employee’s salary and benefits.
(d) Invoices for Additional Services. Authority will submit a monthly itemized invoice to the City for any Additional Services provided by the Authority during the preceding month. The City will pay the Authority within thirty (30) days after approval of each invoice.
4. Method of Payment. The Authority shall provide to City an invoice for payment for the Services on the following dates and in the following amounts:
(a) On July 1, 2026, an invoice equal to 50% of the Baseline Rate for Fiscal Year 2026-2027 in the amount of $31,600.00; and
(b) On January 1, 2027, a second invoice for the remaining 50% of the Baseline Rate for Fiscal Year 2026-2027 in the amount of $31,600.00.
(c) On July 1, 2027, a third invoice for 50% of the Baseline Rate for Fiscal Year 2027-2028 in the amount of $32,650.00; and
(d) On January 1, 2028 a fourth invoice for the remaining 50% of the Baseline Rate for Fiscal Year 2027- 2028 in the amount of $32,650.00.
City shall pay the Authority within thirty (30) days following receipt of an invoice.
5. Independent Contractor. The Authority shall perform the Services under this Agreement as an independent contractor. The Authority and the officers, agents and employees of Authority are not, and shall not be deemed, City employees for any purpose, including workers' compensation. The Authority shall determine the method and manner by which the Services shall be performed. The Authority and its officers, employees and agents shall not be entitled to any of the benefits accorded to a City employee. City shall not deduct or withhold any amounts whatsoever from the compensation paid to the Authority, including, but not Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
limited to amounts required to be withheld for state and federal taxes. The Authority shall be solely responsible for all such payments.
6. Indemnification. To the fullest extent permitted by law, City shall defend, indemnify and hold harmless the Authority and its elected and appointed officials, officers, agents and employees from and against any and all liability or claims (including actions, demands, damages, injuries, settlements, losses, or costs [including legal costs and attorney's fees]) (collectively, “Liability”) of any nature, arising out of, pertaining to, or relating to City’s acts or omissions under this Agreement. Consistent with Civil Code Section 2782, City will not be obligated to indemnify Authority for the proportionate share of the Liability caused by the Authority’s active negligence, sole negligence, or willful misconduct. City’s indemnification obligations under this Agreement are not limited by any limitations of any insurance held by City, including, but not limited to, workers’ compensation insurance.
To the fullest extent permitted by law, Authority shall defend, indemnify and hold harmless City and its elected and appointed officials, officers, agents and employees from and against any Liability of any nature, arising out of, pertaining to, or relating to the Authority’s acts or omissions under this Agreement. Consistent with Civil Code Section 2782, Authority will not be obligated to indemnify City for the proportionate share of the Liability caused by the City’s active negligence, sole negligence, or willful misconduct. Authority’s indemnification obligations under this Agreement are not limited by any limitations of any insurance held by Authority, including, but not limited to, workers’ compensation insurance.
7. Termination for Cause. If either party shall fail to fulfill in a timely and proper manner that party's obligations under this Agreement or otherwise breaches this Agreement, then the non-defaulting party may, in addition to any other remedies it may have, terminate this Agreement by giving fifteen (15) days written notice to the defaulting party in the manner set forth in Paragraph 11 (Notices).
8. Termination for the Convenience of a Party. This Agreement may be terminated by either party for any reason and at any time by giving no less than thirty (30) days prior written notice of such termination to the other party and specifying the effective date thereof.
9. Payment for Work upon Expiration or Termination. In the event of termination for cause under Paragraph 7 or termination for the convenience of a party under Paragraph 8, the Authority shall be entitled to receive compensation for any satisfactory Services and/or Additional Services provided by the Authority prior to the effective date of the notice subject to the maximum amount set forth in Paragraph 3(b). In the event the termination results in the Authority receiving payment in an amount that exceeds the amount due to Authority for the Services provided under this Agreement, City shall be entitled to receive reimbursement for any overpayment from Authority.
10. No Waiver. The waiver by either party of any breach or violation of any requirement of this Agreement shall not be deemed to be a waiver of any such breach in the future, or of the breach of any other requirement of this Agreement.
11. Notices. All notices required or authorized by this Agreement shall be in writing and shall be delivered in person or by deposit in the United States mail, by first class mail, postage prepaid. Any mailed notice, demand, request, consent, approval or communication that either party desires to give the other party shall be addressed to the other party at the address set forth below. Either party may change its address by notifying the other party of the change of address. Any notice sent by mail in the manner prescribed by this Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
paragraph shall be deemed to have been received on the date noted on the return receipt or five (5) days following the date of deposit, whichever is earlier.
AUTHORITY CITY OF CALISTOGA
Housing Manager Mitchell Celaya, Interim City Manager
Housing Authority of the City of Napa City of Calistoga P.O. Box 660 1232 Washington Street
Napa, CA 94559 Calistoga, CA 94515
12. Confidentiality. Confidential information is defined as all information disclosed to the Authority which relates to City past, present, and future activities, as well as activities under this Agreement. Except as otherwise provided in Paragraph 15, as directed by the City Manager or designee thereof, or when required by the California Public Records Act, a subpoena or by court order, the Authority shall hold all such information as the Authority may receive, if any, in trust and confidence.
13. Amendment/Modification. Except as specifically provided herein, this Agreement may be modified or amended only in a writing signed by the Parties.
14. Compliance with Laws. In the performance of this Agreement, the Authority shall observe and comply with all applicable Federal, State and local laws, ordinances, and codes.
15. Access to Records/Retention. City shall have access to any books, documents, papers and records of the Authority prepared or obtained by the Authority when providing the Services under this Agreement. Upon expiration or termination of this Agreement the Authority shall return all such records to City unless otherwise directed by City to retain or dispose of such records, except that with the written permission of City, the Authority may keep a copy of such records as long as such copy is maintained in confidence and is returned to City or its successor agency to be destroyed upon notification to Authority that City has authorized destruction of the original records.
16. Attorney's Fees. In the event that either party commences legal action of any kind or character to either enforce the provisions of this Agreement or to obtain damages for breach thereof, the prevailing party in such litigation shall be entitled to all costs and reasonable attorney's fees incurred in connection with such action.
17. Interpretation. The headings used herein are for reference. The terms of the Agreement are set out in the text under the headings. This Agreement shall be governed by the laws of the State of California.
18. Severability. If any provision of this Agreement, or any portion thereof, is found by any court of competent jurisdiction to be unenforceable or invalid for any reason, such provision shall be severable and shall not in any way impair the enforceability of any other provision of this Agreement.
19. Entirety of Contract. This Agreement, together with Exhibits “A” and “B” attached hereto and incorporated herein, constitutes the entire agreement between the Parties relating to the subject of this Agreement and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, among the Parties with respect to the subject matter hereof.
Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
20. Counterparts. This Agreement may be executed in counterparts, each one of which is deemed an original, but all of which together constitute a single instrument.
21. Privileges and Immunities. In accordance with California Government Code Section 6513, all of the privileges and immunities from liability, all exemptions from laws, ordinances and rules, and all pension, relief, disability, workmen’s compensation, and other benefits which apply to the activity of the trustees, officers, employees or agents of the Parties when performing their respective functions within the territorial limits of their respective public agencies, shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties associated with performance of this Agreement.
22. Signatures; Electronic Signatures. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the City and the Authority. The parties agree that this Agreement may be executed and transmitted electronically and that electronic signatures shall have the same force and effect as original signatures in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq.; the California Uniform Electronic Transactions Act, Civil Code Section 1633.1 et seq.; and California Government Code Section 16.5. [SIGNATURE PAGE FOLLOWS.]
Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
IN WITNESS WHEREOF, this Agreement is executed by the Parties as of the date first above written.
CITY:
CITY OF CALISTOGA, a municipal corporation
By: ________________________________________
MITCHELL CELAYA, Interim City Manager
ATTEST:
By: ________________________________________
YUDIANA GALVAN, City Clerk
AUTHORITY:
HOUSING AUTHORITY OF THE CITY OF NAPA, a public body, corporate and politic By: ________________________________________
STEVE POTTER, Executive Director
COUNTERSIGNED:
By: ___________________________________
ERIKA LEAHY, Deputy City Auditor
APPROVED AS TO FORM:
By: _____________________________________
CHRISTOPHER DIAZ, Interim Authority General Counsel
Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
EXHIBIT “A”
Scope of Services
The Housing Authority administers US Department of Housing and Urban Development (HUD)-funded Project-Based Voucher (PBV) and Housing Choice Voucher (HCV) programs within the City of Calistoga. In addition, as part of its countywide responsibilities, the Housing Authority represents the City of Calistoga and its interests through participation in the Continuum of Care for homeless services and other applicable countywide housing and homeless service initiatives. These activities are carried out pursuant to the Housing Authority’s independent statutory and programmatic responsibilities and provide ongoing benefits to the City of Calistoga regardless of, and independent from, this Agreement.
WORK PROGRAM DESCRIPTION
A. STANDARD HOUSING SERVICES (included in Baseline Rate)
1. Regulatory Agreement Monitoring Provide required annual monitoring of regulatory agreement units summarized in Exhibit B
2. Review development projects Technical assistance reviewing proposed housing developments to maximize affordable housing
units
3. Loan Servicing Provide loan servicing and owner occupancy monitoring for CalHome, HOME, BEGIN, & CDBG
homebuyer & rehab loans.
4. Affordable Housing Regulatory Agreements Review affordable housing agreements & make recommendations
5. Annual Meeting with Staff and Council Report on year's activities B. ADDITIONAL HOUSING SERVICES (charged in accordance with Section 3(c))
1. Housing Rehabilitation Grant Program Administration of Measure D housing rehabilitation grant program, defined within
program guidelines, shall be charged in
accordance with Section 3(c).
2. Additional housing services as mutually agreed to TBD: Requests for services from the City beyond the scope of Section A, shall be charged in
accordance with Section 3(c).
Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
EXHIBIT “B”
Monitoring List
Project Type Affordable Units Task Description
Palisades BMR 9 Annually
Mail out owner occupancy certification,
verify insurance & taxes paid. Follow-up
when necessary. Update owner database
Emerald Oaks BMR 1 Annually
Mail out owner occupancy certification,
verify insurance & taxes paid. Follow-up
when necessary. Up-date owner database
Silverado Place BMR 1 Annually
Mail out owner occupancy certification,
verify insurance & taxes paid. Follow-up
when necessary. Update owner database
Saratoga Manor II BMR 17 Annually
Mail out owner occupancy certification,
verify insurance & taxes paid. Follow-up
when necessary. Update owner database
Lakewood I
1809 Lake St. MF 8 Annually
Review Calistoga Affordable Housing, Inc.
annual report & tenant certification forms
for compliance with Affordable Housing
Agreement #0210 & Loan Agreement
#0210
Palisades Apts. 40 & 42
Brannan St. MF 24 Annually
Review Burbank Housing annual report &
tenant certification forms for compliance
with Affordable Housing Agreement #0248
& HOME Standard Agreement #07-HOME3063. Submit Annual Long Term Monitoring Report to HCD.
Paladini Apts MF 4 Annually
Review property owner's annual report
and tenant certification forms for
compliance with Affordable Housing
Agreement. Request annual monitoring
fee.
Luxe Calistoga -
Garnett Creek Inn
1139 Calistoga St. MF 4 Annually
Review property owner's annual report
and tenant certification forms for
compliance with Affordable Housing
Agreement. Request annual monitoring
fee.
Item #6.6.
City of Calistoga
Services Agreement FY 2026-2028
Calistoga Senior Apts.
611 Washington Street MF 29 Annually
Review property owner's annual report
and tenant certification forms for
compliance with Affordable Housing
Agreement.
Lincoln Avenue
Apartments MF 77 Annually
Review property owner's annual report
and tenant certification forms for
compliance with Affordable Housing
Agreement.
Additional affordable
housing units MF up to 16** Annually
Lease up certification. Mail out project
compliance report and review tenant
information for compliance with
Regulatory Agreement. Update project
database.
HOME Loans Rehab* 18 Annually
Loan servicing & owner occupancy
certification, verify insurance and taxes or
HCD registration paid. Follow-up when
necessary. Update Rehab database.
CDBG Loans Rehab* 44 Annually
Loan servicing & owner occupancy
certification, verify insurance and taxes or
HCD registration paid. Follow-up when
necessary. Update Rehab database.
MF = Multifamily rental
BMR = Below Market Rate homeownership
*Number of loans may increase or decrease over the term of the contract **Affordable units beyond the number identified above shall be billed on a time and materials basis in accordance with Section 3(c).
Item #6.6.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City of Calistoga | City Clerk
Meeting: City Council - Regular Meeting - Aug 04 2026
Subject: Awarding Business Economic Diversification Grants DESCRIPTION:
Council will consider awarding two Business Economic Diversification Grants RECOMMENDATION:
Consider awarding the Business Economic Diversification Grant to Waves of Love Wellness and Calistoga Guided Hikes in the amount of $1,500 each.
SUMMARY:
On April 5, 2022, the City Council established a Business Diversification Program charged with distributing funds to encourage a more diverse local economy. Council allocated up to $5,000 to fund this program in Fiscal Year 2026-27.
Criteria for awarding grants include the following:
a) the applicant must reside within the boundaries of the Calistoga school district; b) the applicant’s business must offer a product or service not otherwise readily available locally; c) the applicant must demonstrate need;
d) the applicant’s business must demonstrate a promise of success.
ANALYSIS:
Request #1 - Mr. Stu Weintraub of Waves of Love has requested an economic business diversification grant in the amount of $5,000 for targeted marketing for his business, which offers transformational retreat work and divorce-transition coaching. The Council sub-committee recommends awarding the grant in the amount of $1,500.
Request #2 - Ms. Sallie Durbin of Clistoga Guided Hikes has requested an economic diversification grant in the amount of $7,929 to facilitate the initial costs of launching the business, which will offer guided hikes and cycling tours. The Council sub-committee recommends awarding the grant in the amount of $1,500.
FINANCIAL IMPACT:
$5,000 was budgeted for Business Diversification Grant applications under account 101-4110-4572 in the FY 2026-27 city budget.
Item #6.7.
CEQA STATUS:
N/A
ATTACHMENT(S):
Waves of Love Business Diversification Grant Request
Calistoga Guided Hikes Business Diversification Grant Request APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Jul 27 2026 Rachel Stepp, Deputy City Manager Approved - Jul 27 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jul 28 2026 Item #6.7.
1 Yudiana Galvan
From: Stu Weintraub
Sent: Friday, June 26, 2026 2:58 PM
To: Yudiana Galvan
Subject: SUBMISSION FOR CITY OF CALISTOGA ECONOMIC DIVERSIFICATION GRANT
APPLICATION
City of Calistoga
Economic Diversification Grant Application
I. Applicant Information
Name: Stu Weintraub
Business Name: Stuart Weintraub Consulting (Sole Proprietorship), dba Waves of Love Wellness Mailing Address: P.O. Box 404, Calistoga, CA 94515
Physical/Business Address:
Phone:
Email:
Website: www.wavesoflove.com
II. Application Questions
1. What product or service do you propose to offer?
Waves of Love Wellness offers true healing and transformational retreats for mind, body, and spirit, alongside a signature “Love Before Law” divorce coaching program. The mission is to help exceptional people live, love, and lead from their hearts — guiding clients through deep inner healing and through major life transitions such as separation and divorce, so they emerge with greater clarity, emotional resilience, and self-worth. Calistoga already markets itself around wine and wellness, but the existing spas focus on basic relaxation and massage.
Waves of Love Wellness fills a distinct gap: true transformational healing, not a relaxation getaway. Calistoga’s setting is ideally suited to this mission, and this combination of transformational retreat work and divorcetransition coaching is not currently offered anywhere else in Calistoga.
2. What is the immediate need for grant assistance?
The immediate need is funding for a targeted marketing campaign to build visibility and draw clients to Calistoga, as well as funding to establish the licensing, permits, and insurance required to operate the business in Calistoga. Having recently relocated from San Diego to establish this business in Calistoga fulltime, getting properly licensed and insured while building a local and visiting client base quickly is essential.
The marketing campaign would include print advertising in Calistoga Living Magazine, Facebook ads targeted to the Bay Area, San Francisco, and Silicon Valley demographic, and a direct-mail postcard campaign to that same audience. As a sole proprietor, this combined spend is currently out of reach without outside support, yet it is essential both to operate compliantly and to convert awareness into booked sessions and retreat stays in Calistoga.
3. What is the longer-term vision for your business?
Item #6.7.
2 The longer-term vision is to establish Calistoga as a recognized destination for true transformational healing — a place where exceptional people come to live, love, and lead from their hearts. Building on a successful initial marketing push, Waves of Love Wellness plans to expand into multi-day mind-body-spirit retreats, ongoing coaching cohorts, and partnerships with local lodging, spa, and dining businesses — creating a repeatable pipeline of out-of-town visitors who come to Calistoga specifically for transformational retreat and coaching experiences.
4. How will your business serve Calistogans? Will it also serve a larger market? Locally, the business will offer healing and coaching sessions directly to Calistoga residents and will contract with local practitioners, venues, and hospitality businesses as it grows. As part of the healing package itself, clients will be encouraged to stay at one of Calistoga’s four spa hotels that feature mineral water and mud bath experiences— directly channeling overnight stays and spa revenue to local hotels as a built-in complement to the transformational work. Because this offering is true transformational healing for mind, body, and spirit rather than just “spa relaxation”, it diversifies Calistoga’s wellness economy by reaching a different visitor — someone seeking deep healing and life change, not just a massage — while still driving business to existing spas and hotels rather than competing with them. The broader market is Southern California (where I have a robust list of previous clients), The East Bay Area, San Francisco, and Silicon Valley professionals seeking to live, love, and lead from their hearts; visitors who travel to Calistoga for retreats and coaching, bringing new outside dollars into the local economy and supporting the wider goal of economic diversification.
5. How much assistance do you request?
I am requesting a grant of up to $5,000 to fund a targeted marketing campaign and establish the licensing, permits, and insurance needed to operate the business in Calistoga, allocated as follows:
• Calistoga Living Magazine advertising
• Strategic Facebook ad campaign targeted to the Bay Area, San Francisco, and Silicon Valley demographic
• Direct-mail postcard campaign to the same target demographic • Business licensing, permits, and insurance required to operate in Calistoga
6. Will you provide evidence that grant funds were used as proposed? Yes. I agree to provide the City Council with evidence — including invoices, receipts, and campaign materials — confirming that grant funds were used for the marketing campaign as proposed.
7. Will you provide semi-annual reports for two years?
Yes. I agree to provide semi-annual reports to the City Council for two years detailing the difference the grant made in the growth and success of the business.
III. Applicant Background & Credentials
Stu Weintraub is a TEDx speaker, founder of Waves of Love Wellness, the Center for Child-Safe Divorce — a seasoned 501(c)(3) nonprofit organization established in 2015 — and the #1 published author of “The Heart of Divorce.” He is a graduate of Tufts University and completed entrepreneurship training through Harvard Business School Online. He brings 15 years of experience as a Reiki Master and high-conflict divorce coach.
Stu recently relocated from San Diego to establish his business in Calistoga full-time. His work combines deep personal experience, professional coaching, and energy healing training to guide people through divorce and major life transitions with greater clarity, safety for their children, and emotional resilience. This background — as a recognized speaker, author, and nonprofit founder with a strong academic and entrepreneurial foundation — Stu provides a strong, credible foundation for promoting Calistoga as a destination for the Waves of Love Wellness and “Love Before Law” coaching programs, supporting the business’s promise of success.
Item #6.7.
3 ADA Disability Note: Please note that Stu is a survivor of traumatic brain injury, and has a cognitive disability, so, if awarded, this grant would also serve to support a business owner with a recognized disability to succeed in Calistoga.
IV. References
1. Craig Morreale: Professional Colleague |
2. Jenn Sloan: Professional Colleague |
3. Christy Fitzpatrick: Personal / Professional Colleague | Signature
Stu Weintraub
Stu Weintraub, Stuart Weintraub Consulting dba Waves of Love Wellness Date: 6/26/26
Stu Weintraub, Founder:
Waves of Love Wellness
The Waves of Love Foundation
Center for Child-Safe Divorce
Connect with me on Social
Watch my TEDx Talk
Item #6.7.
City of Calistoga
Economic Diversification Application
Sallie Durbin
Calistoga Guided Hikes
Dear City Council,
Visitors frequently ask local businesses and the Chamber where to hike. A formal, local guided hiking service that targets visitors does not currently exist.
I will recruit participants and market via the Chamber, local inns, wineries, and social media.
The Jan 26, 2026 edition of the North Bay Business Journal highlights a travel trend toward back to nature vacations. The adventure tourism market is expected to grow.
We can relate to the sense of peace that comes from immersing ourselves in nature. I can provide easy walks between the vineyards, and steep mountainous hikes with beautiful views. I know of hidden gems that are not in tourist books but are places to soothe your soul. Calistoga is unique in that it has natural geysers, geothermal waters, excellent air quality, a very diversified landscape, and a laid-back atmosphere that can be enhanced by the most natural exercise. Walking.
Thank you for reviewing my application and I will happily provide more information you may need for this endeavor,
Sallie Durbin
Questions to be considered for the grant application:
1) What product or service do you propose to offer?
I would like to launch “Calistoga Hikes” a year-round guided hiking and walking service that connects visitors and residents with Calistoga’s scenic trails, vineyards, and restorative experiences. The program diversifies Calistoga’s tourism offerings, creates part-time local income, and increases visitor spending.
Item #6.7.
2) What is the immediate need for grant assistance?
I need to supplement income and can provide safe, knowledgeable guided experiences as a local, experienced hiker. To facilitate this service, the initial costs are much more than anticipated.
3) What is the longer-term vision for your business?
- Run 3–5 guided hikes/walks weekly (easy vineyard walks to challenging peak hikes) with group sizes of 2 to 6
-Serve 75 to 100+ participants in 6 months.
-Increase local partner referrals/reservations by 15%.
-Eventually create 1–2 consistent part-time local positions (operator + occasional guide)
-Participant satisfaction target: 90% “satisfied/very satisfied.” 4) How will your business serve Calistogans? Will it also serve a larger market? -Calistoga is positioned as a wellness destination. Guided nature tours will lengthen stays and broaden off-season appeal. Winter months are wonderful for hiking here as opposed to many other places that are freezing or too icy for walking. Most Calistoga businesses would benefit from winter tourists.
-Leverage collaborations with the Calistoga chamber, local wineries, resorts/inns, and offer add-on partner experiences (wine tasting, mud bath/spa discounts, picnic lunches) to boost local business referrals.
-Showcase stunning views on targeted social media and adventure websites to attract visitors looking not only for hiking adventures, but also tranquility in a town that’s easy to hang with the locals, and of course share in a sip of fine wine. - Napa Valley State Parks Association currently offers two monthly guided hikes that are targeted towards local Napa Valley residents.
-Calistoga Hikes will offer three to five personalized, small group guided hikes per week targeted towards tourists seeking curated wellness/nature hiking to enhance their stay. -In addition to guided cycling tours, guided hiking tours will enhance economic diversity and add to the health and wellness factor of our spa-town culture. -I will research the possibility of organizing volunteers through conservation groups to offer designated environmental cleanup on hiking trails and roads. I recently took a group up Kortum Canyon Rd and we discovered a large construction trash dump at the top.
Item #6.7.
5) How much assistance do you request?
Total: $7,929
6) If a grant is awarded to you, do you agree to provide evidence to the city council that the grant money was used as you proposed it would?
I will agree to provide evidence to the city council in the form of receipts for the following costs:
Budget Summary
-Calistoga Business License: $35+tax
-Fictitious Name $56
-Napa Valley State Parks Association $60
-Insurance $1,450
-Liability Waiver Forms $500
-Website Build, Baseline Fee $2,800 +
-Website Domain Fee $15/year
-Website Hosting Fee $144/year
-Brochures- Logo & Page Design $1,250
-Business Card Design $50
-Printing/Vista Print $400
-Photography $500
-Wilderness First Aid training NOLS $420
(This will supplement the CERT
training I recently completed)
-Extra consumable supplies for hikers upon need: $129
Waterbottles Safeway aluminum 12@$2ea $24
Electrolytes 12@$1.80ea $22
Energy bars Cliff 6 pack $12
Sunscreen $15
Extra hats, Temu 3@$3.00/ea $9
Medical kit REI $32
Tourniquet $15
-Compatible guide backpack $120
Item #6.7.
7) If a grant is awarded you, do you agree to provide semi-annual reports to the city council for two years on the difference your grant made in your business? After the grant, revenue from tours, partner commissions, and modest participant fees will sustain operations. I will provide bi-yearly reporting and receipts to the city council and documented outcomes (attendance, partner referrals, participant survey results).
Personal/Business References
Seth Cripe, Lola Wines
Clark Mishler, Photographer
Michele Le Blanc, LeBlanc Design
Eric Reichert, Calistoga Chamber of Commerce President & CEO Item #6.7.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: David Fradelizio, Deputy Public Works Director
Meeting: City Council - Regular Meeting - Aug 04 2026
Subject: Approve a Budget Adjustment and Amendment No. 1 to the Consultant Services Agreement with Mark Thomas & Company, Inc. for the South Oak Street Pedestrian Bridge Project
DESCRIPTION:
Council will consider adopting a Resolution approving the design contract for the South Oak Street Pedestrian Bridge Project
RECOMMENDATION:
Consider Adopting the Resolution
SUMMARY:
Consideration of a Resolution authorizing the City Manager to execute Amendment No. 1 to the Consultant Services Agreement with Mark Thomas & Company, Inc. in an amount not to exceed $577,853 to complete the engineering design, environmental review, regulatory permitting, and preparation of bid-ready construction documents for the South Oak Street Pedestrian Bridge Project.
ANALYSIS:
On September 15, 2020, the City Council adopted Resolution No. 2020-078, accepting the findings of a feasibility study for a pedestrian bridge over the Napa River between Oak Street and Gold Street. The feasibility study, prepared by RSA+ and supported by City staff and the Active Transportation Advisory Committee, identified South Oak Street as the more feasible location for the proposed pedestrian bridge crossing.
The proposed project would construct a pedestrian and bicycle bridge across the Napa River near South Oak Street. The bridge would provide a new active transportation connection between neighborhoods south of the Napa River with north river facilities like Logvy Community Park and Community Pool, Fairgrounds, Calistoga Junior/Senior High School, and the surrounding pedestrian and bicycle network.
In December 2023, the City entered into a Consultant Services Agreement with Mark Thomas & Company, Inc. to begin preliminary engineering, environmental review, and permitting work for the project. The initial work was intended to advance the project to approximately 30-percent design while the City pursued additional funding needed to complete the remaining design and permitting phases.
Item #6.8.
City staff subsequently worked with the Napa Valley Transportation Authority to apply for Transportation Development Act Article 3, or TDA-3, grant funding. The City has now secured $450,000 in TDA-3 grant funding to advance the project through final design.
The proposed amendment will authorize Mark Thomas and its subconsultants to complete the professional services needed to prepare the project for construction bidding. The scope of work includes:
Project management and coordination;
Supplemental topographic and boundary surveying;
Environmental review and compliance;
Cultural and biological resource studies;
Geotechnical investigation;
Hydraulic analysis and, if required, FEMA no-rise analysis and certification; Regulatory agency coordination and permitting;
Civil and structural engineering design; and
Preparation of final construction plans, technical specifications, structural calculations, and construction cost estimates.
The design scope includes the pedestrian bridge, bridge abutments, retaining walls, approaches, and related pedestrian improvements. The plans will also include sidewalk gap closures nearby, walkways, curb ramps, crosswalks, and connecting the bridge to the existing pathway at Logvy Community Park.
Mark Thomas will prepare design submittals at the 65-percent, 95-percent, and 100-percent levels.
The final submittal will include bid-ready plans, specifications, and estimate package.
The consultant anticipates completing the services by early 2028. Construction management, inspection, and construction support services are identified as optional services and are not included in this amendment. Those services may be brought to the City Council for separate consideration when the project advances to construction.
Approval of this amendment will allow the City to use the awarded TDA-3 grant funding and advance the South Oak Street Pedestrian Bridge Project through final design, environmental review, permitting, and preparation of bid-ready construction documents.
FINANCIAL IMPACT:
Amendment No. 1 has a not-to-exceed amount of $577,853. The adopted Fiscal Year 2026-27 Capital Improvement Program includes $500,000 (Account Numbers 125-4000-5668-94915 and 101-4119-5668-94915) for the South Oak Street Pedestrian Bridge Project. A budget adjustment of $77,853 is required to fully fund the proposed amendment.
The City was previously awarded $300,000 in TDA-3 funding for the project and has recently been awarded an additional $150,000, bringing the total TDA-3 grant funding available for the project to $450,000. The recent additional grant funding would be used to fund the proposed amendment through this budget adjustment.
No additional General Fund contribution is required as part of this budget adjustment.
Item #6.8.
CEQA STATUS:
Approval of the consultant services amendment is not, by itself, a project under the California Environmental Quality Act because it authorizes professional services and does not authorize construction of the pedestrian bridge. The consultant’s scope includes preparation of the environmental documentation required for the proposed construction project. The consultant currently anticipates that the project may qualify for a statutory exemption under Public Resources Code Section 21080.25 and will prepare the supporting documentation and Notice of Exemption for the City’s consideration. Any required environmental determination will be completed before the City authorizes construction of the project.
ATTACHMENT(S):
Oak St Pedestrian Bridge Reso Attach 1
23-00312 AM#1-Partially Executed
APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Jul 27 2026 Rachel Stepp, Deputy City Manager Approved - Jul 27 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jul 28 2026 Item #6.8.
RESOLUTION NO. 2026-XXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY OF
NAPA, STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE CONSULTANT SERVICES AGREEMENT WITH MARK THOMAS & COMPANY, INC. FOR THE SOUTH OAK STREET PEDESTRIAN BRIDGE PROJECT IN AN AMOUNT NOT TO EXCEED $577,853 AND APPROVING A BUDGET ADJUSTMENT OF $77,853 TO THE FISCAL YEAR 2026- 27 CAPITAL BUDGET
WHEREAS, on September 15, 2020, the City Council adopted Resolution No. 2020-078, accepting the findings of a feasibility study for a pedestrian bridge over the Napa River at Oak Street and Gold Street, which identified South Oak Street as the more feasible location for the proposed pedestrian bridge crossing; and WHEREAS, on December 5, 2023, the City Council authorized a Consultant Services Agreement with Mark Thomas & Company, Inc. to provide preliminary engineering, environmental, and permitting services for the South Oak Street Pedestrian Bridge Project; and
WHEREAS, City staff have worked with the Napa Valley Transportation Authority to obtain Transportation Development Act Article 3 (TDA-3) grant funding to advance the project through final design, environmental review, regulatory permitting, and preparation of bid-ready construction documents; and
WHEREAS, the City has been awarded a total of $450,000 in TDA-3 grant funding for the project, including an additional, recent award of $150,000; and WHEREAS, Mark Thomas & Company, Inc. has submitted Amendment No. 1 with a scope of work to complete the bridge design and permitting services for an amount not to exceed $577,853, with the services anticipated to be completed by February 2028; and
WHEREAS, the adopted Fiscal Year 2026-27 Capital Budget includes $500,000 for the South Oak Street Pedestrian Bridge Project (Account Number 101-5668-94915), and a budget adjustment of $77,853 is necessary to fully fund the proposed amendment; and
WHEREAS, the proposed $77,853 budget adjustment will be funded by the additional TDA-3 grant funding recently awarded to the City and will not require an additional General Fund contribution.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES HEREBY find the following:
1. Authorizes the City Manager to execute Amendment No. 1 to the Consultant Item #6.8.
Services Agreement with Mark Thomas & Company, Inc. for the South Oak Street Pedestrian Bridge Project in an amount not to exceed $577,853.
2. Approves a budget adjustment of $77,853 to the Fiscal Year 2026-27 Capital Budget for the South Oak Street Pedestrian Bridge Project, Account No. 101- 5668-94915.
3. Authorizes the budget adjustment to be funded by the additional TDA-3 grant funding awarded to the City for the project.
4. Authorizes the City Manager to execute any documents and take any actions necessary to carry out the intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 4
th day of August, 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:
______________________________ _____________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.8.
4889-4066-4539 v1
AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES
This Amendment of the Agreement, entered into this _____ day of __________, 20___, by and between the CITY OF CALISTOGA, a municipal corporation (hereinafter "the City") and ________________ a (California corporation) whose address is _________________, (hereinafter "CONSULTANT"), is made with reference to the following:
RECITALS:
A. On the 5th day of December, 2023, an agreement was entered into by and between the City and Provider (hereinafter "Agreement") in an amount not to exceed $120,000, for the South Oak Pedestrian Bridge Project.
B. The City and Provider desire to modify the Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
1. Paragraph 3.1. “Effective Date”, of the Agreement is modified to read as follows:
This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term").
CONSULTANT agrees to complete all services by February 28th, 2028.
2. Paragraph 1.1, Scope of Work, of the Agreement is modified to read as follows:
CONSULTANT agrees to furnish the services set forth in Exhibits A-1, Scope of Work, which are attached hereto and incorporated herein (the "Services").
3. Paragraph 2.1., “Compensation” is modified to read as follows:
Compensation for the Services shall be in accordance with Exhibits B-1, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $ 577,853 ("Cost Ceiling")
4. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect.
Signatures on following page
Mark Thomas & Company, Inc. 2833 Junction Ave #110, San Jose, CA 95134 Item #6.8.
4889-4066-4539 v1
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
CITY OF CALISTOGA
By: Date:
Mitchell J. Celaya III, City Manager
Approved As To Form
By:
Michelle Marchetta Kenyon, City Attorney
Attest
By:
Yudiana Galvan, City Clerk
CONSULTANT
By: Date:
By: Date:
7/8/26
7/8/26
Zach Siviglia, President/CEO
Matt Brogan, Executive Vice President
SULTAN
Zach Siv g ,
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ƌ͘ƌŽũĞĐƚĂŶĂŐĞƌ
ĞĐŚŶŝĐĂůĞĂĚ
ƌŽũĞĐƚŶŐŝŶĞĞƌ
ĞƐŝŐŶŶŐŝŶĞĞƌ
ĞƐŝŐŶŶŐŝŶĞĞƌ
ĞĐŚŶŝĐŝĂŶ
ƵƌǀĞLJĂŶĂŐĞƌ
ƌŽũĞĐƚƵƌǀĞLJŽƌ
ƐƐƚƵƌǀĞLJŽƌ
ĞĂĚƵƌǀĞLJ
ĞĐŚŶŝĐŝĂŶ
ƵƌǀĞLJĞĐŚŶŝĐŝĂŶ
ϮͲĞƌƐŽŶƌĞǁ;ϯͿ
ĞƐŝĚĞŶƚŶŐŝŶĞĞƌ
ŶƐƉĞĐƚŽƌͲ
ƌ͘ƌŽũĞĐƚĐĐŽƵŶƚĂŶƚ
ƌ͘ƌŽũĞĐƚ
ŽŽƌĚŝŶĂƚŽƌ
ĞƌƚĞƌƌĂͬϯ
Ψϭϵ ΨϭϴϬ ΨϮϰϰ Ψϯϭϱ ΨϰϭϬ Ψϭϳϰ ΨϭϲϬ Ψϭϲϲ ΨϮϯϲ ΨϮϵϭ ΨϭϮϱ Ψϭϲϭ Ψϭϵϭ ΨϮϬϴ ΨϮϲϴ ΨϯϰϬ Ϭ ϭ͘Ϭ
ϯϮ ƌŽũĞĐƚŽŽĚŝŶĂƚŝŽŶ ϭ͘ϭ Ͳ Ψϭϴ͕ϯϬϬ ϳϮ ϮϮ ϭϴ ϭϱ͕ϬϬϬ Ψϯϯ͕ϯϬϬ ϭϰ ϭϰ ϭϰ ƌŽũĞĐƚĞĞƚŝŶŐƐ ϭ͘Ϯ Ͳ Ψϭϭ͕ϭϴϯ ϰϮ ϭϭ͕Ϭϯϯ ΨϮϮ͕Ϯϭϲ Ͳ Ψϰϯϱ Ͳ Ψϰϯϱ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϭϰ Ϭ ϭϰ ϰϲ ƵďƚŽƚĂůŚĂƐĞϭ Ψϱϱ͕ϵϱϭ ΨϮϲ͕Ϭϯϯ ΨϬ ΨϮϵ͕ϵϭϴ ϭϭϰ ϮϮ ϭϴ Ϭ Ϭ Ϭ Ϯ͘Ϭ
ŽƉŽŐƌĂƉŚŝĐƵƌǀĞLJΘŝƚĞŽŶƚƌŽů Ϯ͘ϭ Ͳ Ψϭϱ͕ϯϴϴ ϱϲ Ϯ ϮϬ ϭϲ ϰ Ϯ ϴ ϰ Ͳ Ψϭϱ͕ϯϴϴ ŽƵŶĚĂƌLJƵƌǀĞLJƚŽƵƉƉŽƌƚĞƐŝŐŶ Ϯ͘Ϯ Ͳ ΨϮϬ͕ϲϬϱ ϴϭ ϭ ϮϬ ϴ Ϯϰ Ϯϰ ϰ Ͳ ΨϮϬ͕ϲϬϱ ƌĞĞŬĞĐƚŝŽŶƐĨŽƌLJĚƌĂƵůŝĐŽĚĞůŝŶŐ;Ϳ Ϯ͘ϯ Ͳ Ψϭϲ͕ϰϱϯ ϱϭ Ϯ ϯϬ ϴ ϭ Ϯ ϴ Ͳ Ψϭϲ͕ϰϱϯ Ͳ ΨϮ͕ϬϯϬ Ͳ ΨϮ͕ϬϯϬ Ψϱϰ͕ϰϳϱ ΨϬ ΨϬ Ψϱϰ͕ϰϳϱ ϭϴϴ ϱ Ϭ Ϭ Ϭ ϳϬ ϯϮ ϱ Ϯϴ ϰϬ ϴ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ƵďƚŽƚĂůŚĂƐĞϮ ϯ͘Ϭ
ϱ ŽŵƉůŝĂŶĐĞ ϯ͘ϭ Ͳ Ψϭ͕ϳϬϬ ϱ ϰ͕ϬϬϱ Ψϱ͕ϳϬϱ ϱ ŽŵƉůŝĂŶĐĞ ϯ͘Ϯ Ͳ Ψϭ͕ϳϬϬ ϱ ϯϴ͕Ϭϭϴ Ψϯϵ͕ϳϭϴ Ψϰϱ͕ϰϮϯ ΨϰϮ͕ϬϮϯ ΨϬ Ψϯ͕ϰϬϬ ϭϬ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϭϬ ƵďƚŽƚĂůŚĂƐĞϯ ϰ͘Ϭ
ϰ͘ϭ ƵůƚƵƌĂůĞƐŽƵƌĐĞƐĞĐŚŶŝĐĂůĞŵŽƌĂŶĚƵŵ ϰ Ͳ Ψϭ͕ϯϲϬ ϰ ϭϮ͕ϭϬϰ Ψϭϯ͕ϰϲϰ Ϭ Ϭ Ϭ ϰ Ψϭ͕ϯϲϬ ΨϬ Ϭ Ϭ Ϭ ϬϬ ϬϬ ϬϬ Ϭ Ϭ Ϭ ϰ ƵďƚŽƚĂůŚĂƐĞϰ Ψϭϯ͕ϰϲϰ ΨϭϮ͕ϭϬϰ Θ ϱ͘Ϭ
ϰ ŝŽůŽŐŝĐĂůĞƐŽƵƌĐĞƐŶǀĞŶƚŽƌLJΘĞĐŚĞŵŽ ϱ͘ϭ Ͳ Ψϭ͕ϯϲϬ ϰ ϮϮ͕ϴϱϵ ΨϮϰ͕Ϯϭϵ Ϭ Ϭ Ϭ ϰ Ψϭ͕ϯϲϬ ΨϬ Ϭ Ϭ Ϭ ϬϬ ϬϬ ϬϬ Ϭ Ϭ Ϭ ϰ ƵďƚŽƚĂůŚĂƐĞϱ ΨϮϰ͕Ϯϭϵ ΨϮϮ͕ϴϱϵ ϲ͘Ϭ
ϲ͘ϭ ĞŽƚĞĐŚŶŝĐĂůŶǀĞƐƚŝŐĂƚŝŽŶ ϴϴ Ϯϰ͕ϵϬϬ Ψϰ͕ϮϱϬ ϭϲ Ͳ ΨϮϵ͕ϭϱϬ ΨϮϵ͕ϭϱϬ ΨϬ ΨϮϰ͕ϵϬϬ Ψϰ͕ϮϱϬ ϭϲ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϴ Ϭ Ϭ ϴ ƵďƚŽƚĂůŚĂƐĞϲ Θ ϳ͘Ϭ
ϴ ƐƐĞƐƐůŽŽĚĂŶĂŐĞŵĞŶƚĞƋƵŝƌĞŵĞŶƚƐ ϳ͘ϭ Ͳ ΨϮ͕ϳϮϬ ϴ ϯ͕ϱϳϱ Ψϲ͕Ϯϵϱ ϴ ϴ LJĚƌĂƵůŝĐŽĚĞůŝŶŐ;Ϳ ϳ͘Ϯ Ͳ Ψϰ͕ϮϱϬ ϭϲ ϮϮ͕ϴϲϲ ΨϮϳ͕ϭϭϲ Ψϯϯ͕ϰϭϭ ΨϮϲ͕ϰϰϭ ΨϬ Ψϲ͕ϵϳϬ Ϯϰ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϴ Ϭ Ϭ ϭϲ ƵďƚŽƚĂůŚĂƐĞϳ Ͳ ϴ͘Ϭ
ϴ͘ϭ ŽͲŝƐĞĞƌƚŝĨŝĐĂƚŝŽŶ;Ϳ ϰ Ͳ Ψϭ͕ϯϲϬ ϰ ϮϮ͕ϭϱϭ ΨϮϯ͕ϱϭϭ Ϭ Ϭ Ϭ ϰ Ψϭ͕ϯϲϬ ΨϬ Ϭ Ϭ Ϭ ϬϬ ϬϬ ϬϬ Ϭ Ϭ Ϭ ϰ ƵďƚŽƚĂůŚĂƐĞϴ ΨϮϯ͕ϱϭϭ ΨϮϮ͕ϭϱϭ
ͲŝƚLJŽĨĂůŝƐƚŽŐĂ͗ĂŬƚƌĞĞƚĞĚĞƐƚƌŝĂŶƌŝĚŐĞ ŽƚĂů
ŽƐƚ
ĂƌŬŚŽŵĂƐ
ŽƚĂů
ŽƵƌƐ
ƵďĐŽŶƐƵůƚĂŶƚƐ
ΎůĞĂƐĞŶŽƚĞƚŚĂƚƌĂƚĞƐƐŚŽǁŶĂƌĞĨŽƌĞƐƚŝŵĂƚŝŶŐƉƵƌƉŽƐĞŽŶůLJ͘ĞĞĂƚĞĐŚĞĚƵůĞĨŽƌĂĐƚƵĂůƌĂƚĞƐͬƌĂŶŐĞƐ͘
Item #6.8.