Mayor
Donald Williams
Vice Mayor
Lisa Gift
Councilmembers
Irais Lopez-Ortega
Scott Cooper
Kevin Eisenberg
AGENDA
City Council - Regular Meeting
Tuesday, September 15, 2026 - 6:00 PM
1307 Washington St., Calistoga
Hybrid
AMENDED 9/9/26
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. 9.15.26 Public Comment (Page 4 - 32)
9 15 26 Additional Public Comment_ (Page 4 - 32)
9.15 Public Comment (after 2pm) (Page 4 - 32)
4. CITY MANAGER’S REPORT
5. PROCLAMATIONS/PRESENTATIONS/ AWARDS
5.1. Council will consider proclaiming September 17-26 Constitution Week.
Recommended Action: - Consider Making the Proclamation
Staff Report - Proclamation in Honor of Constitution Week - Pdf (Page 33 - 34)
6. CONSENT CALENDAR
6.1. Adoption of Consent Calendar
Recommended Action: To adopt consent calendar as presented / with the exception of
6.2. Adopting the Minutes of a Prior Meeting
City Council - Regular Meeting - Aug 25 2026 - Minutes - Pdf (Page 35 - 38)
6.3. *This Item Has Been Continued to a Future Meeting* Council will consider authorizing the reclassification of the Recreation Coordinator position to Recreation Supervisor.
6.4. Consider adopting a resolution for a Reimbursement Agreement for the subdivision located at 2400 Grant Street.
Recommended Action: - Consider Adopting the Resolution
Staff Report - Reimbursement Agreement for 2400 Grant Street - Pdf (Page 39 - 50)
6.5. Consider Formal Adoption of the Napa Countywide Active Transportation Plan, that includes a jurisdiction-specific chapter for Calistoga
Recommended Action: - Consider Adopting the Resolution
Staff Report - Napa Countywide Active Transportation Plan Adoption - Pdf (Page 51 - 56)
Public Comment (Page 51 - 56)
6.6. Award of Construction Contract to Allard General Engineering for Modular Office Utility Infrastructure and Site Preparation Work and Authorization of Construction Contingency.
Recommended Action: Adopt a resolution authorizing the City Manager to execute a construction contract with Allard General Engineering in the amount of $107,100 for the utility infrastructure and site preparation work associated with the modular office building behind City Hall, and authorize a 10% construction contingency of $16,000, for a total not-to-exceed construction authorization of $123,100. Consider Adopting the Resolution
Staff Report - Award of Contract for Modular Office Utility Infrastructure and Site Preparation Work - Pdf (Page 57 - 74)
6.7. Consider adopting a Resolution authorizing the City Manager to execute an amendment to the Managed Services Agreement with SDI Presence LLC to continue Virtual Chief Information Officer services through June 30, 2028, and increase the agreement’s total not-to-exceed amount by $308,880, for a revised total not-to-exceed amount of $924,105.70.
Recommended Action: - Consider
Adopting the Resolution
Staff Report - Amendment to Managed Services Agreement with SDI Presence LLC to Continue Virtual Chief Information Officer Services - Pdf (Page 75 - 122)
7. PUBLIC HEARING
8. GENERAL GOVERNMENT
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 September 8, 2026.
Yudiana Galvan, City Clerk
1 Yudiana Galvan
From: lisa rudell
Sent: Friday, August 28, 2026 7:16 PM
To: Public Comment
Subject: Public Art
Dear Mayor Williams,
I enjoyed hearing your comments at last night’s City Council meeting regarding your interest in public art. It inspired me to think about some ideas that might complement Calistoga’s unique character I’ve attached them to this email. As someone with a background in design, I put together a few conceptual images, not as proposals, but simply as a way to explore possibilities. My hope is to spark a conversation about how public art might enhance our town while respecting its historic architecture and small-town charm. Because I know how much you care about Calistoga, I thought I’d share these concepts with you to see if they might just tickle your fancy. If they do, I’d be delighted to hear your thoughts and, if you’re interested, share a few additional ideas. There is absolutely no expectation of any commitment or decision. It’s just a fun conversation to begin. Thank you for your continued dedication to Calistoga and for your willingness to explore ideas that can enrich our community. I’ve got hundreds more ideas for dressing up Calistoga it really is crying out.
Lisa Rudell
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1 Yudiana Galvan
From: lisa rudell
Sent: Monday, August 31, 2026 11:02 AM
To: Public Comment
Subject: More public art
More ideas….
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1 Yudiana Galvan
From: Stuart Schwartz
Sent: Sunday, August 30, 2026 11:50 AM
To: Public Comment; Donald Williams; Lisa Gift; Irais Lopez-Ortega; Scott Cooper; Kevin Eisenberg; mpt551963; Greg Desmond; emily.bucchianeri; Rick Kaiser; stevenpinsky Cc:
Subject: 1800 Lincoln Ave.
Dear Council Members,
I have been waiting to hear news on the revised plans for the Hembergger1800 Lincoln project. The initial project that was presented to the city council on June 23rd was met by the residents on View Road with many unanswered questions. Since then I realize the council members have had a full agenda but I hope they have kept up with the on-going concerns of the local residents.
Some of my concerns stem from experiences living in desirable locations like Calistoga, where the city council and the building department had a short term vision that led to overbuilding and the many problems that followed. I lived in Kehei, Maui, during the building boom of the 70's and for 30 years in Mill Valley, CA. In both locations, the community's heart and soul were lost to overbuilding for the sake of tax revenue and housing quotas.
Calistoga faces this issue today. Is the town going to forfeit its current charm and Identity to over development? Calistoga is the last town in Napa Valley that still holds that historic small town charm, though it is changing fast.
As one drives from Silverado Trail to downtown the west side of Lincoln Ave has the last open area for development. There is the planned Medical Center with a massive parking lot that will face Lincoln Ave.
Then there is the Hemberger property, an open space with huge mature Oak trees that Diamond Construction has proposed to take down. I expect there will be a serious review of the environmental impact of this proposal. What will be the visual impact of an 80 unit apartment building facing Lincoln and the parking lot that will replace a large number of the oak trees? Traffic concerns on Lincoln accompany this 80 unit apartment structure, not to mention the 30 plus single-family homes planned for the same property.
Wouldn't a nice open space / park facing Lincoln Ave be advantageous to many more residents and visitors? I'm not proposing this for the entire property but let's consider the town's future. I also proposed in an earlier letter the need for commercial rentals in Calistoga. Downtown commercial rentals rarely become available. Community commercial space, for which a portion of this property is zoned is almost nonexistent; a good portion of the property should be dedicated to renting to independent entrepreneurs such as architects, graphic designers, artists, a dry cleaner, medical and dental offices and space for youth groups. The population is rapidly outgrowing Cal Mart, just one more thing to consider. This is the last chance on Lincoln Ave to add some charm to the community; let's not miss that chance.
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2 Thank you for your consideration,
Stuart Schwartz
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1 Yudiana Galvan
From: Charlotte Williams
Sent: Friday, August 28, 2026 10:25 AM
To: Public Comment; Public Comment
Subject: Flock cameras. A YouTube Short link
Dear City Clerk Galvan,
I'm not sure if you can forward video links to our council people or city staff, but if you can would you please forward this to our city council, our interim city manager and our police chief? Thank you.
Charlotte Williams
A university professor in Ohio presents his arguments against Flock cameras:
https://youtube.com/shorts/DUQGu4l4a2g?is=hyT7UENSM_xFDI-d Item #3.1.
1 Yudiana Galvan
From: Jacqueline Schwartz
Sent: Thursday, August 27, 2026 1:18 PM
To: Public Comment
Subject: 1800 Lincoln Project
Dear Mayor and members of the City Council,
I am a resident of View Rd, and my backyard adjacent to the Hemsberger property at 1800 Lincoln. While I recognize the need for additional housing, I would like to share my concerns regarding the proposed Project 1800 Lincoln to ensure it respects our existing neighborhood.
My primary concerns regarding the current plan include:
- Setbacks and Proximity: I am concerned that the new development is too close to our property line. I request larger setbacks, ideally positioned so that the new houses are situated "backyard to backyard" and further away from our property. This is to keep the feeling of the neighborhood consistent.
- Infrastructure and Access: I am concerned about the potential traffic impact on View Road. As a small residential street without sidewalks, View Road is currently a safe environment where residents, children, and pets can walk freely and often in the middle of the street. To preserve the safety and character of this street, I request that the Council require all traffic related to the 1800 Lincoln project to be directed exclusively through Lincoln Avenue rather than View Road. - Community Needs: The project should prioritize local needs over tourism. As our community grows, I am interested in knowing if there are plans for a second grocery store on this end of town or a new park. A park that could host weekly events, similar to Pioneer Park. - Capacity and Services: I have concerns regarding our city’s capacity to handle rapid growth.
Specifically, are the local schools equipped for additional children? Do we have enough fire engines to support this expansion? Most importantly, can Route 29/128 accommodate an emergency evacuation for an increased population?
- Development Impacts: I am concerned about the cumulative impact of multiple large-scale projects occurring simultaneously, such as Indian Springs, Calistoga Hills Resort, the Fairgrounds, and the 2400 Grant Street development. This leads to concerns regarding years of constant construction noise and dust, as well as the potential loss of our town's character. Finally, I would like clarification on whether large projects like Indian Springs are required to provide employee housing or if that responsibility falls to the city.
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2 Thank you for your time and for considering these concerns as you move forward with the planning process.
Sincerely,
Jacqueline Schwartz
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1 Yudiana Galvan
From: Deanna Gardom
Sent: Thursday, August 27, 2026 12:19 PM
To: Public Comment
Subject: Meeting
Follow Up Flag: Flag for follow up
Flag Status: Flagged
To whom it may concern,
My comments are the ongoing progress for the fairgrounds. I feel this city should be progressing with the master plan and not getting sidetracked with other issues or patching items. The RV park, which brings in the most revenue, desperately needs attention. It is an eyesore right now. It offers no color for the paying revenue staying there. Large bushes with flowers in huge pots could be brought in. Or plant in between each space for the RVs. The chain-link fence around the property is an eyesore. The water system doesn’t look like it has worked in quite some time and the vines are all half dead. Plant more climbing vines with flowers to hide the chain-link fence and create a privacy for the RV ‘ers and neighbors of the fairgrounds. Also under the huge arbor or covered area, nice long picnic tables could be added, pots with flowers, a couple of barbecues. I’m not sure there are many repeaters as it is a very drab RV park and one would think Calistoga could do better.
Deanna and Bruce Gardom
Sent from my iPhone
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1 Yudiana Galvan
From: Laura Tannahill
Sent: Tuesday, August 25, 2026 2:41 PM
To: Andrew Amelung
Cc: Public Comment; Yudiana Galvan; Planning Department Subject: 1800 Lincoln Avenue - Formal Comment Letter, Laura Tannahill, 10 View Road Attachments: 1800_Lincoln Ave - Planning and Building Department.pdf CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.
1800_Lincoln Ave - Planning and Building Department.pdf (104K)
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2 Item #3.1.
3 LAURA TANNAHILL
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a Outlook
Fairgrounds Master Plan
From Lana Richardson
Date Tue 9/15/2026 8:43 AM
To Public Comment
CAUTION: This email originated from outside ofthe organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.
Lisa Gift-.
Scott Cooper -
Irais Lopez-Ortega -
Kevin Eisenberg -
Donald Williams -
Mitch Celaya (city manager)
Sheli Wright (revitalization director) -
As a resident of Calistoga for nearly 30 years, the Calistoga Fairgrounds property gives us an opportunity beyond any I've witnessed before. Revitalization of the fairgrounds property will benefit the citizens and community of Calistoga for generations to come. It is therefore imperative that it be addressed with that level of importance. The Council actions in forming the Fairgrounds Advisory Committee (FAC) seem to support this. The Council approval of the FAC 2026 worksplan further indicates that support, This question has been raised consistently at every FAC meeting but with no response or action from the Revitalization Director, FAC or Council liaisons. As stated in item 6.2 on the Aug FAC meeting agenda, it was proposed to finally issue an RFPto recruit a master plan consultant to manage and direct that process. Unfortunately, FAC deferred the item to allow for more community input
It is imperative that this process be advanced and initiated prior to ANYother RFPs being released or approved, 2 RFPs have been issued recently s Golf Course and Speedway. These RFPs should be withdrawn or paused until the Master Plan consultant is recruited and actively making progress towards developing a comprehensive master plan. Doing othenrvise negates the primary goal, purpose and objectives of a master plan. I’m hopeful that the FAC meeting on Sep 24 will advance this important item to Council and that the selection and recruitment process for a Master Plan Consultant willfinally begin,
Lana Richardson
Calistoga
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a Outlook
Oral Communications for 9.15.26 — Pickett Fire Costs and Potential Cost Recovery From Mitchell Egert
Date Sun 9/13/2026 8:13 AM
To Public Comment
CAUTION: This email originated from outside ofthe organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.
Mayor and Councilmembers,
Given recent developments, headlines, I'm asking you to have staf‘f put together a complete accounting of what the Pickett Fire actually cost the City of Calistoga.
That should include Fire Department overtime and staffing, mutual aid, fuel, apparatus use, wear and tear on equipment, Police and Public Works response, emergency staffing, use of the Community Center, supplies, administrative time, and any damage to City property or infrastructure.
I also think we should know what the broader financial impact was. Calistoga depends heavily on tourism, and the fire affected visitation, evacuations, hotel stays and local businesses. So I'd like staff to look at whether there was a measurable impact on TOT, or other City revenues during that period. I understand those losses may not necessarily be recoverable, but that doesn't mean we shouldn’t know what they were.
And Ithink there’s another important question here: if Napa County, CAL FIRE,the State or another agency pursues reimbursement for the costs of responding to this fire, does Calistoga automatically get included in that, or does the City need to take some action of its own? At the very least, we should know the answer before claims are resolved or deadlines pass.
This isn’t about pointing fingers, and I'm not asking the Council to decide who caused the fire or to prejudge any criminal or civil case. It’s about making sure Calistoga documents what it spent, preserves its options, and doesn't leave taxpayer money on the table. 50 I'm asking you to have staf‘fcompile those costs and revenue impacts, and have the City Attorney report back on what recovery options are available, including whether the City can coordinate with other public agencies.
Thank you,
Mitchell Egert
Resident, Calistoga
Item #3.1.
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Item #3.1.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City of Calistoga | City Clerk
Meeting: *Amended Agenda* City Council - Regular Meeting - Sep 15 2026 Subject: Proclamation in Honor of Constitution Week
DESCRIPTION:
Council will consider proclaiming September 17-26 Constitution Week.
RECOMMENDATION:
Consider Making the Proclamation
CEQA STATUS:
None
ATTACHMENT(S):
Proclamation in Honor of Constitution Week
APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Sep 05 2026 Mitch Celaya, City Manager Approved - Sep 07 2026
Yudiana Galvan, City of Calistoga | City Clerk Approved - Sep 08 2026 Item #5.1.
CITY OF CALISTOGA PROCLAMATION
in Honor of Constitution Week
WHEREAS, September 17, 2026, marks the 239th anniversary of the signing of the Constitution of the United States of America, a document that embodies the principles of limited government, liberty, and the rule of law; and
WHEREAS, it is fitting and proper to recognize this magnificent document and its enduring importance, and to encourage citizens to reflect upon and reaffirm the ideals of the Framers of the Constitution by vigilantly protecting the freedoms guaranteed to us; and WHEREAS, Public Law 915 provides for the annual designation of September 17 through 23 as Constitution Week, and the National Society Daughters of the American Revolution has promoted Constitution Week since 1955 to educate citizens and preserve appreciation for our nation’s founding principles for future generations; and
WHEREAS, the National Society Daughters of the American Revolution is committed to historic preservation, education, and patriotism. The Caymus Chapter will be offering support to the Calistoga Community Library and bringing the Wreaths Across America program to Calistoga to honor and remember those who served our nation.
NOW, THEREFORE, BE IT PROCLAIMED, that the Calistoga City Council hereby proclaims September 17–23, 2026, as Constitution Week in Calistoga, and urges all citizens to study and uphold the Constitution and the freedoms it protects, remembering that rights once lost may never be regained.
Signed and sealed this 15th day of September, 2026,
___________________________
Donald Williams, Mayor
Item #5.1.
MINUTES
CALISTOGA CITY COUNCIL - REGULAR MEETING
Tuesday, August 25, 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 and Councilmembers Lopez-Ortega, Eisenberg and Cooper
Absent: Vice Mayor Gift
2. REPORT FROM CLOSED SESSIONS
Council met for a closed session special meeting on 8/13 regarding two items: the fairgrounds and anticipated litigation, no reportable action.
3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS For oral communication and public comment content, for any item on the agenda, view the video of the meeting available on the City’s YouTube channel at
https://www.youtube.com/user/CityofCalistoga.
3.1. Public Comment was received from Charlotte Williams, Larry Vuckovich, Kerri Abreu and Cindy Yant.
4. CITY MANAGER’S REPORT
City Manager Celaya reported:
1. The Louie Vermeil Sprint Car Races are this weekend 9/5-9/6 at the Fairgrounds.
2. The water main replacement project on Lincoln is underway and running on schedule.
3. The City was awarded a $140,000 grant by Up Valley Waste Grant for a street/sidewalk sweeper, an electric mulcher and a few trash receptacles.
4. Fire Engine 19 and 4 firefighters were deployed to a Humboldt County Wildfire for 10 days, everyone is back safe.
5. PROCLAMATIONS/PRESENTATIONS/ AWARDS
5.1. Recreation Manager Erin Stroud presented to Council on the 4th of July Events.
5.2. The Council proclaimed September 2026 National Suicide Prevention Month. Mayor Williams presented the proclamation to Jennifer Zepeda of Mentis Napa Center for Mental Health.
5.3. The Council proclaimed September National Hispanic Heritage Month and directed there be a Mexican Flag raising from Tuesday, September 1st, through Thursday, October 1st.
6. CONSENT CALENDAR
6.1. Adoption of Consent Calendar
Motion by Councilmember Eisenberg and seconded by Councilmember Cooper to adopt the consent calendar with the exception of item 6.3 which was pulled for discussion Motion Carried
AYES: Mayor Williams, Councilmember Lopez-Ortega,
Item #6.2.
City Council - Regular Meeting Minutes August 25, 2026
Councilmember Cooper, and Councilmember Eisenberg
NOES: None
ABSTAIN: None
ABSENT: Vice Mayor Gift
6.2. Council adopted the meeting minutes from 7/14/26 and 8/4/26.
6.3. Adoption of Resolution No. 2026-56 - Authorizing the Calistoga Director of Public Works to execute the sale/transfer of approximately 450 acre-feet (AF) of Article 56(c) Carryover Water to Kern County Water Agency (KCWA), Westside Districts at a rate of $375 per AF, in coordination with the Napa County Flood Control and Water Conservation District (NCFCWCD) and determine that this action is exempt from CEQA.
This item was pulled for discussion by Councilmember Lopez-Ortega. Deputy Public Works Director David Fradelizio presented this item and answered clarifying questions.
Public comment was received from Charlotte Williams and Dan Herndon.
Motion by Councilmember Lopez-Ortega and seconded by Mayor Williams to adopt the resolution Motion Carried
AYES: Mayor Williams, Councilmember Lopez-Ortega,
Councilmember Cooper, and Councilmember Eisenberg
NOES: None
ABSTAIN: None
ABSENT: Vice Mayor Gift
6.4. Adoption of Resolution No. 2026-57 - Authorizing a Licensed Agreement with Belt Buckle and Authorizing the City Manager to Execute Certain Future Revenue Agreements.
6.5. Adoption of Resolution No. 2026-58 - Waiving Deferred Improvement Agreements Within the Grant Street CIP Project Limits from Garnett Creek Court to the City Limits.
6.6. Adoption of Resolution No. 2026-59 - Approving a Resolution Adjusting the Public Works Director Salary Range.
6.7. Adoption of Ordinance No. 783 - Second 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.
6.8. Adoption of Resolution Nos. 2026-60, 2026-61, 2026-62, 2026-63 - Authorizing the City Manager to execute Professional Services Agreements for limited and highly specialized Plan Check and Inspection Services for the Planning/Building, Fire, and Public Works Departments.
7. PUBLIC HEARING
8. GENERAL GOVERNMENT
8.1. Council discussed how to allocate the remaining $10,000 in community support funding and providing staff direction.
Item #6.2.
City Council - Regular Meeting Minutes August 25, 2026
This item was presented by Deputy City Manager Rachel Stepp and discussed by Council.
Council will give consideration to the Arts when community support funding becomes available.
Public Comment was made by Marcia Beauchamp, Charlotte Williams, Dan Herndon and Cindy Yant.
Motion by Councilmember Eisenberg and seconded by Councilmember Lopez-Ortega to allocate the community support funds to the Calistoga Food Bank Motion Carried AYES: Mayor Williams, Councilmember Lopez-Ortega,
Councilmember Cooper, and Councilmember Eisenberg
NOES: None
ABSTAIN: None
ABSENT: Vice Mayor Gift
8.2. Adoption Resolution No. 2026-64 - Council will consider accepting the transfer of 100% of Napa County’s fire protection property tax revenue in Tax Rate Area 001-000 and any future tax rate areas established within the City limits to the City of Calistoga pursuant to California Revenue and Taxation Code Section 99.02.
Motion by Councilmember Cooper and seconded by Mayor Williams to adopt a resolution approving and accepting the transfer of 100% of Napa County’s fire protection property tax revenue in Tax Rate Area 001-000 and any future tax rate areas established within the City limits to the City of Calistoga pursuant to Revenue and Taxation Code section 99.02 Motion Carried
AYES: Mayor Williams, Councilmember Lopez-Ortega,
Councilmember Cooper, and Councilmember Eisenberg
NOES: None
ABSTAIN: None
ABSENT: Vice Mayor Gift
9. COUNCIL REPORTS
Councilmember Cooper reported that the Up Valley Waste Management company unanimously awarded the City a grant.
Councilmember Eisenberg attended ATAC and Green Committee Meetings; both are working hard directly off of their Council-approved Workplan.
Councilmember Lopez-Ortega requested staff look into Logvy Field rental fee waivers organized for youth and address a request for information regarding the City's federal funding applications.
She requested a presentation regarding Flock due to the recent publicity; there was Council support.
Mayor Williams and Councilmember Eisenberg attended a Board of Supervisors meeting to request the supervisors modify the Fairgrounds agreement lease limit from 25 to 50 years. The Board has not responded yet.
Item #6.2.
City Council - Regular Meeting Minutes August 25, 2026
10. ADJOURNMENT
Mayor Williams adjourned the meeting at 7:26 p.m.
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: Derek Rayner, Public Works Director/City Engineer Meeting: City Council - Regular Meeting - Sep 15 2026
Subject: Reimbursement Agreement for 2400 Grant Street
DESCRIPTION:
Consider adopting a resolution for a Reimbursement Agreement for the subdivision located at 2400 Grant Street.
RECOMMENDATION:
Consider Adopting the Resolution
SUMMARY:
The project proposes a residential subdivision consisting of 17 single-family residential lots located at 2400 Grant Street. The Planning Commission approved the tentative map for the property by Resolution No. 2025-02 with conditions of approval.
The conditions of approval require the developer to construct a multi-use pathway along Grant Street, connecting the existing sidewalk at the Centennial Circle intersection to the existing pathway at Mora Avenue Intersection. The costs to complete this improvement are reimbursable against the project’s transportation impact fees.
The estimated transportation impact fee for the subdivision is $203,423. The estimated total cost of this improvement is $169,685 which includes design, construction and 10% contingency costs.
Pursuant to Section 3.28.060 of the Calistoga Municipal Code, Developer may receive and the City may grant credit for the construction of eligible public improvements or facilities in accordance with the Nexus Reports or special studies; provided, however, the amount of the fee credit or reimbursement shall not exceed the amount of the impact fees assessed for which the fee credit or reimbursement is granted unless the City Council also approves a reimbursement agreement.
The City has prepared a Reimbursement Agreement to provide for the timely construction and completion of the public pathway improvements, to ensure that construction of the Public Improvements is undertaken in accordance with the Plans and Specifications, to provide a means by which the Developer’s costs for construction of the Public Improvements is offset against Developer’s obligation to pay the applicable impact fees for the project and to provide for reimbursement of costs in excess of the credit granted for eligible improvements, if any.
FINANCIAL IMPACT:
The maximum credit awarded to the developer for the pathway improvement will not exceed $169,685, which is less than the project’s transportation impact fee of $203,423.
Item #6.4.
CEQA STATUS:
The subdivision has been reviewed in compliance with the California Environmental Quality Act (CEQA) and it has been determined that the project will not result in detrimental or adverse impacts upon the public resources, wildlife or public health, safety and welfare.
ATTACHMENT(S):
1. Reimbursement Agreement 2400 Grant Street- Reso
2. Reimbursement Agreement -2400 Grant Street
APPROVAL(S):
Derek Rayner, Public Works Director/City Engineer Approved - Sep 01 2026 Connie Cardenas, Admin. Services Director Approved - Sep 03 2026 Mitch Celaya, City Manager Approved - Sep 07 2026
Yudiana Galvan, City of Calistoga | City Clerk Approved - Sep 08 2026 Item #6.4.
RESOLUTION NO. 2026-XXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY OF
NAPA, STATE OF CALIFORNIA, AUTHORIZING A REIMBURSEMENT
AGREEMENT FOR THE SUBDIVISION LOCATED AT 2400 GRANT STREET WHEREAS, the Planning Commission adopted Planning Commission Resolution 2025-02 recommending approval of the Tentative Map and conditions of approval for this subdivision; and
WHEREAS, the Conditions of Approval require that the subdivision construct a multi-use pathway along Grant Street, connecting the existing sidewalk at Centennial Circle intersection to the existing pathway at Mora Avenue Intersection and receive reimbursement for such improvements; and
WHEREAS, the City has prepared a Reimbursement Agreement to provide means to ensure completion of the pathway improvements and subsequent reimbursement; and
WHEREAS, the Project includes the development of seventeen (17) residential lots that will be sold as single-family residences.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES HEREBY find the following:
1. The attached Reimbursement Agreement is approved.
PASSED, APPROVED AND ADOPTED this 15th day of September, 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.
known as
APN 011-010-057 ("Property").
Exhibit A.
Item #6.4.
B.
Item #6.4.
Item #6.4.
Item #6.4.
Item #6.4.
Item #6.4.
Item #6.4.
INCLUSIONS: LAD - PREV WAGE Benchmark Marshall Brothers Design and Inspection fees (includes
Adobe civil design and all required site
inspection fees) $ 40,000.00 $ 40,000.00 $ 40,000.00
Traffic Controls $ 23,100.00 $ 23,100.00 $ 14,275.00
Mobilization $ 6,600.00 $ 13,500.00 $ 44,570.00
Grading/export $ 30,898.32 $ 20,145.00 $ 13,564.72
Base prep $ 23,059.12 $ 28,223.00 $ 21,862.70
Asphalt $ 23,520.00 $ 36,350.00 $ 55,225.73
Contingency (10%) $ 10,717.74 $ 12,131.80 $ 14,949.82
Owner's Fee (5%) $ 5,358.87 $ 6,065.90 $ 7,474.91
Construction Fee (6%) $ 6,430.65 $ 7,279.08 $ 8,969.89
TOTAL: $ 169,684.70 $ 186,794.78 $ 220,892.76
2400 GRANT STREET - OFF-SITE MULTI-USE PATHWAY BID SUMMARY
EXHIBIT FA
Item #6.4.
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 - Sep 15 2026
Subject: Napa Countywide Active Transportation Plan Adoption DESCRIPTION:
Consider Formal Adoption of the Napa Countywide Active Transportation Plan, that includes a jurisdiction-specific chapter for Calistoga
RECOMMENDATION:
Consider Adopting the Resolution
SUMMARY:
The Napa Countywide Active Transportation Plan provides a comprehensive update to the Countywide Bicycle Plan (2019) and Pedestrian Plan (2016), integrating new approaches to active transportation policy, infrastructure design, and recent changes in state law. These updates ensure that planned improvements remain aligned with local and regional goals and position jurisdictions - including Calistoga - to better compete for limited state and federal funding for bicycle, pedestrian, and multimodal infrastructure.
NVTA released the draft Plan for a 28-day public review period following the February 18, 2026, Board of Directors meeting. During this time, comments were submitted by community members, local organizations, and Napa County jurisdictions. NVTA staff evaluated all input and incorporated appropriate edits into the final Plan. The resulting document reflects extensive public engagement and provides jurisdiction-specific guidance, including a dedicated Calistoga chapter that identifies local priorities, projects, and policies to support safe and accessible active transportation.
ANALYSIS:
On August 4, 2026, the Calistoga City Council received a presentation from NVTA Senior Planner Patrick Band outlining the Napa Countywide Active Transportation Plan. NVTA staff indicated they would return with an item requesting formal adoption of the Plan, which includes a jurisdictionspecific chapter for Calistoga. The plan is over 500 pages and instead of including as an attachment, a link is provided.
The Countywide Active Transportation Plan serves as an update and consolidation of prior bicycle and pedestrian plans and establishes coordinated goals, policies, and recommended infrastructure improvements for each jurisdiction in Napa County, including Calistoga. Adoption of the Plan is consistent with Calistoga’s longstanding support for walking, biking, and other forms of active transportation and will strengthen the City’s existing policies by aligning them with current best practices and countywide goals. Adoption will also enhance Calistoga’s competitiveness for state and federal grant funding related to bicycle, pedestrian, and multimodal transportation projects.
Item #6.5.
Development of the Plan included extensive public outreach countywide, with nearly 2,000 community participants and over 700 comments gathered through surveys, interactive mapping tools, and more than 30 events and public meetings. This input informed Calistoga’s recommended projects and strategies aimed at improving safety, accessibility, and connectivity for residents and visitors.
The Calistoga chapter identifies local opportunities to expand and improve active transportation infrastructure, close sidewalk gaps, and support safe multimodal corridors. Adoption of the Plan enables the City to use this chapter as a guiding framework for future planning efforts and investment decisions, ensuring Calistoga’s priorities remain integrated within countywide transportation goals.
FINANCIAL IMPACT:
There is no fiscal impact in adoption of the plan.
CEQA STATUS:
The proposed action is statutorily exempt from CEQA pursuant to PRC §21080.20, as it is an active transportation plan “that promotes and encourages people to choose walking, bicycling, or rolling through the creation of safe, comfortable, connected, and accessible walking, bicycling, or rolling networks, and encourages alternatives to single-occupancy vehicle trips.” Following the public hearing and adoption, notice will be filed with the Office of Land Use and Climate Innovation and the County Clerk, as specified under PRC §21125.
ATTACHMENT(S):
Resolution Napa Countywide Active Transportation Plan
Napa Countywide Active Transportation Plan April 2026 Link APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Sep 02 2026 Mitch Celaya, City Manager Approved - Sep 07 2026
Yudiana Galvan, City of Calistoga | City Clerk Approved - Sep 08 2026 Item #6.5.
RESOLUTION NO. 2026-XXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY OF
NAPA, STATE OF CALIFORNIA, TO ADOPT SECTIONS OF THE NAPA
COUNTYWIDE ACTIVE TRANSPORATION PLAN
WHEREAS, the Napa Valley Transportation Authority (NVTA), has prepared the Napa Countywide Active Transportation Plan (“the Plan”) to update and consolidate existing plans and to establish local and countywide goals to address walking, biking, and other forms of active transportation; and
WHEREAS, development of the Plan included extensive public outreach, engaging nearly 2,000 community members through more than 30 in-person and virtual events, and generating over 700 comments via meetings, surveys, and interactive mapping tools; and
WHEREAS, the Plan is intended to be adopted by each Napa County jurisdiction to guide local planning efforts and investment in active transportation infrastructure and programs; and
WHEREAS, adoption of the Plan is in alignment with the City of Calistoga’s existing support for walking, biking, and other modes of active transportation; and WHEREAS, adoption of the Plan will furthermore strengthen the City’s existing policies addressing active transportation project, and improve competitiveness for grant funding related to bicycle, pedestrian, and active transportation projects identified in the Plan; and
WHEREAS, on August 4, 2026, the City Council, at a duly noticed meeting, received a presentation on the Plan from NVTA staff and heard public comment on the Plan.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES HEREBY find the following:
1. Adopts the Napa Countywide Active Transportation Plan, inclusive of all appendices.
2. Determine that the plan is exempt from CEQA pursuant to Public Resources Code (PRC) §21080.20.
PASSED, APPROVED AND ADOPTED this 15th day of September, 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:
Item #6.5.
Resolution No. 2025-XXX
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST: APPROVED:
______________________________ ______________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.5.
Full Plan is on Dropbox at:
https://www.dropbox.com/scl/fi/mhf4031t2eqce4bbvuy4m/Napa-Countywide-ATPlan_Final_2026-04-10.pdf?rlkey=kwhed1076hlrt7otrhnajdgcl&st=dhljebg2&dl=0 Item #6.5.
0 Outlook
Public Comment, City Council Agenda Item 6.5 on 9/15/26 From Carlotta Sainato‘
Date Fri 9/11/2026 11:42 AM
To Public Comment ‘
Cc Kara Vernor .
[1)1 attachment (307 KB)
Calistoga cc AT Plan Adoptionjublic Commentpdt
CAUTION: This email originated from outside ofthe organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.
Hello,
Please ?nd the Napa County Bicycle Coalition's public comment on item 6.5 on the City Council meeting agenda for September 15,2026 attachedto this email.
Thank you!
Carlotta Sainato (she/her)
Proqram Manaqer, Napa County BicycleCoalition
Item #6.5.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Rachel Stepp, Deputy City Manager
Meeting: City Council - Regular Meeting - Sep 15 2026
Subject: Award of Contract for Modular Office Utility Infrastructure and Site Preparation Work
DESCRIPTION:
Award of Construction Contract to Allard General Engineering for Modular Office Utility Infrastructure and Site Preparation Work and Authorization of Construction Contingency.
RECOMMENDATION:
Consider Adopting the Resolution
SUMMARY:
On July 14, 2026, the City Council authorized the purchase of a modular office building from Mobile Modular for $358,317.74 through the competitively bid Sourcewell ezIQC® process. The modular office will be located behind City Hall and is intended to provide dedicated office space for the Planning and Building Department.
At that meeting, the City Council also directed staff to obtain bids and return to Council for consideration and award of the associated utility infrastructure and site preparation work necessary to install and make the modular building operational.
Staff subsequently solicited open bids for the required construction work and received three quotes.
After reviewing the quotes, staff recommends awarding the contract to Allard General Engineering and authorizing a 15% construction contingency of $16,000 to address unforeseen conditions or minor changes that may arise during construction. The resulting total construction authorization would be $123,100.
ANALYSIS:
The modular office project requires site preparation and utility infrastructure work, in addition to purchasing and installing the modular building itself. The construction scope includes the work necessary to prepare the site and connect the modular building to required City services and utilities, including associated trenching and related site improvements.
Staff conducted an informal bidding process for the construction work and received the following quotes:
Contractor Bid Amount
Allard General Engineering $107,100
Item #6.6.
Contractor Bid Amount
Wright Contracting LLC $170,169
Taylor Bailey Construction $175,355
Staff recommends awarding the contract to Allard General Engineering and authorizing a 15% construction contingency of $16,000 to address unforeseen conditions or minor changes that may arise during construction. The resulting total construction authorization would be $123,100.
Award of the contract will allow the City to proceed with the infrastructure and site work necessary to support delivery, installation, and occupancy of the modular office building.
FINANCIAL IMPACT:
Funding is available for the modular office project in the total amount of $635,277.33, as previously authorized by the City Council through Resolution No. 2026-49.
Finance has established a project account under 101-4119-5000-50002 for the full project expense.
The project will be funded through a combination of Development Impact Fee funding and CIRA grant funding, as follows:
$409,978.33 from Development Impact Fee funding
$225,299 from CIRA grant funding
The proposed construction contract of $107,100, together with a $16,000 construction contingency, for a total authorization of $123,100, will be charged to this project account as part of the overall modular office project.
CEQA STATUS:
This project is exempt from the provisions of CEQA pursuant to 14 CCR § 15303(c) New Construction or Conversion of Small Structures. Which exempts the construction and location of limited numbers of new, small facilities or structures; installation of small new equipment and facilities in small structures; and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the structure.
ATTACHMENT(S):
Allard Resolution 2026
Siged Small Construction Services - Cityhall Modular Contract APPROVAL(S):
Hamid Heidary, Principal Engineer Approved - Sep 04 2026 Connie Cardenas, Admin. Services Director Approved - Sep 05 2026 Mitch Celaya, City Manager Approved - Sep 08 2026
Yudiana Galvan, City of Calistoga | City Clerk Approved - Sep 08 2026 Item #6.6.
RESOLUTION NO. 2026-XX
ADOPTED XXXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA AWARDING
A CONSTRUCTION CONTRACT TO ALLARD GENERAL ENGINEERING FOR THE CITY HALL MODULAR BUILDING SITE WORK PROJECT No. 26-5569 AND
AUTHORIZING A CONSTRUCTION CONTINGENCY
WHEREAS, on July 14, 2026, the City Council authorized the purchase of a modular office building from Mobile Modular in the amount of $358,317.74 through the competitively bid Sourcewell ezIQC® process; and
WHEREAS, the modular office building will be located behind City Hall and will provide dedicated office space for the Planning and Building Department; and WHEREAS, the City Council directed staff to obtain bids and return to Council for consideration and award of the utility infrastructure and site preparation work necessary to support installation and operation of the modular office building; and WHEREAS, the City received bids from Allard General Engineering in the amount of $107,100, Wright Contracting LLC in the amount of $170,169, and Taylor Bailey Construction in the amount of $175,355; and
WHEREAS, staff recommends awarding the construction contract to Allard General Engineering in the amount of $107,100 and authorizing a construction contingency of $16,000, for a total construction authorization not to exceed $123,100.
NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of Calistoga hereby awards the construction contract for the City Hall modular building site work Project No. 26-5569 to Allard General Engineering in the amount of $107,100 and authorizes a construction contingency of $16,000, for a total amount not to exceed $123,100; and
BE IT FURTHER RESOLVED that all terms, conditions, and covenants of said Agreement be, and the same are, hereby approved, ratified, and confirmed.
PASSED, APPROVED AND ADOPTED this 15th day of September 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 #6.6.
Item #6.6.
September 2026
City of Calistoga Contract 00 5205 - 1
AGREEMENT
THIS AGREEMENT, dated this __________day of September, 2026, by and between Allard General Engineering whose place of business is located at 1518 Park Street, Calistoga CA 94515 (Contractor), and City of Calistoga, a political subdivision of the State of California (Owner), acting under and by virtue of the authority vested in Owner by the laws of the State of California.
WHEREAS, Owner, by its Resolution No. _________adopted on the _______day of September, 2026 awarded to Contractor the following Contract:
CITY HALL MODULAR BUILDING SITE WORK PROJECT
at 1232 Washington Street, Calistoga, CA, 94515
PROJECT NUMBER: 26-5569
1. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, Contractor and Owner agree as follows:
2. Scope of The Work. See Scope of Work attached as Appendix A.
3. Compensation for Work. Contractor’s total compensation for the Work performed under this Agreement (Contract Sum) is $107,100, to be paid as (check one): (1) ☐ lump sum; (2) ☒ lump sum with progress payments; (3) ☐ per attached schedule of rates and charges, up to a guaranteed not-to-exceed amount of $107,100. All payments (check one): ☒ shall ☐ shall not be subject to a five percent retention.
Contractor’s rates are listed in Exhibit A, Scope of Work and Cost Proposal. In the event payments to Contractor equal the “not to exceed” amount, and absent a written modification to this Agreement signed by the Owner, Contractor shall complete all services required under this Agreement without further compensation or cost reimbursement.
4. Schedule of Performance for the Work. Contractor shall commence and complete the Work by the following dates:
Commencement Date shall be on the date established in the Notice to Proceed. Owner reserves the right to modify or alter the Commencement Date of the Work.
Substantial Completion Date: Within twenty-five calendar days of Commencement Date.
Final Completion Date: Within five calendar days of Substantial Completion.
4.01 Liquidated Damage Amounts.
A. As liquidated damages for delay Contractor shall pay Owner $500 for each Day that expires after the time specified herein for Contractor to achieve Substantial Completion of the entire Work, until achieved.
B. As liquidated damages for delay Contractor shall pay Owner $1,000 for each Day that expires after the time specified herein for Contractor to achieve Final Completion of the entire Work, until achieved.
4.02 Scope of Liquidated Damages
A. Contractor and Owner agree that because of the nature of the Project, it would be impractical or extremely difficult to fix the amount of such actual damages incurred by Owner because of a delay in completion of all or any part of the Work. Contractor and Owner agree that specified measures of liquidated damages shall be presumed to be the amount of such damages actually sustained by Owner, and that because of the nature of the Project, it would be impracticable or extremely difficult to fix the actual damages.
Item #6.6.
Item #6.6.
City of Calistoga Contract 00 5205 - 1
Appendix A to Contract
SCOPE OF WORK
(End of Appendix A)
Item #6.6.
Appendix B to Contract
GENERAL CONDITIONS
City of Calistoga Contract 00 5205 - 1
ARTICLE 1 TERMS OF PERFORMANCE
1.01 Construction Services Agreement (Agreement) Force and Effect. The provisions of the Agreement and other Contract Documents constitute the entire agreement between the Contractor and Owner regarding the Work described herein. No representation, term or covenant not expressly specified in the Contract Documents shall, whether oral or written, be a part of this agreement. The Agreement and other Contract Documents shall govern the Work described herein (whenever performed), and shall supersede all other purchase orders and agreements between Contractor and Owner, and any proposal, with respect to the Work described herein.
1.02 No Modification or Waiver. The Contract Documents may not be modified, nor may compliance with any of its terms be waived, except by written instrument executed and approved by fully authorized representatives of Owner and Contractor. Contract Documents headings are for convenience only and do not affect the construction of the Contract Documents.
1.03 Performance of Work/No Assignment. Time is of the essence in the performance of the Work. Contractor will perform the Work in a skillful and workmanlike manner; comply fully with criteria established by Owner, and with applicable laws, codes, and all applicable industry standards. Contractor shall maintain its work area in a clean and sanitary condition, clear debris and trash at the end of each work day, and shall not damage or disrupt any property unless specifically part of the scope of the Agreement. Contractor shall not contract any portion of the Work or otherwise assign the Agreement without prior written approval of Owner, and any assignment without Owner’s prior written approval shall be null and void. (Contractor shall remain responsible for compliance with all terms of the Contract Documents, regardless of the terms of any such assignment.) The Contractor shall permit Owner (or its designees) access to the work area, Contractor’s shop, or any other facility, to permit inspection of the Work at all times during construction and/or manufacture and fabrication. The granting of any progress payment, and any inspections, reviews, approvals or oral statements by any Owner representative, or certification by any governmental entity, shall in no way limit Contractor’s obligations under the Contract Documents.
Either party’s waiver of any breach, or the omission or failure of either party, at any time, to enforce any right reserved to it, or to require strict performance of any provision of the Contract Documents, shall not be a waiver of any other right to which any party is entitled, and shall not in any way affect, limit, modify or waive that party’s right thereafter to enforce or compel strict compliance with every provision hereof. Owner shall have, at all times, set-off rights with respect to any payment and Contractor’s failure to perform the terms of the Contract Documents.
ARTICLE 2 LEGAL AND MISCELLANEOUS
2.01 Records and Payment Requests. Contractor shall submit all billings with all necessary invoices or other appropriate evidence of proper performance, after which Owner shall make payment within thirty (30) days. Upon Owner’s written request, Contractor shall make available to Owner, its authorized agents, officers, or employees, any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the Work or the expenditures and disbursement charged to Owner, and all correspondence, internal memoranda, calculations, books and accounts, records documenting its Work under the Agreement, and invoices, payrolls, timecards, records and all other data related to matters covered by the Agreement. Contractor shall furnish to Owner, its authorized agents, officers, or employees, such other evidence or information as Owner may require with regard to the Work or any such expenditure or disbursement charged by Contractor. Contractor shall maintain all such documents and records prepared by or furnished to Contractor during the course of performing the Work for at least five years following completion of the Work, except that all such items pertaining to hazardous materials shall be maintained for at least thirty (30) years. Contractor shall permit Owner to audit, examine and make copies, excerpts and transcripts from such records. The State of California or any federal agency having an interest in the subject of the Agreement shall have the same rights conferred to Owner by this section. Such rights shall be specifically enforceable.
2.02 Independent Contractor. Contractor is an independent Contractor and does not act as Owner’s agent in any capacity, whatsoever. Contractor is not entitled to any benefits that Owner provides to Owner employees including, without limitation, insurance, worker’s compensation benefits or payments, pension benefits, health benefits or insurance benefits.
Terms within the Contract Documents regarding directives apply to and concern the result of the Contractor’s provision of Work not the means, methods, or scheduling of the Contractor’s Work. Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures with respect to its provision of Work under the Contract Documents.
Contractor shall pay all payroll taxes imposed by any governmental entity and will pay all other federal, state, or local taxes not specifically identified in the Contract Documents as Owner’s responsibility.
2.03 Indemnity/Liability. Contractor shall defend, indemnify, and save harmless, to the fullest extent permitted by law, the Owner and each of its council members, officers, directors, representatives, agents, employees, and volunteers (Owner Indemnities), against all claims, suits, actions, loss, cost, damage, expense, and liability arising from or related to bodily injury to or death of any person or damage to any property, or resulting from any breach and/or Contractor’s negligence in Item #6.6.
City of Calistoga Contract 00 5205 - 2
performing the Work pursuant to the Contract Documents. Notwithstanding any provision of the Contract Documents, Owner shall not be liable to Contractor or anyone claiming under it, in contract or tort, for any special, consequential, indirect or incidental damages arising out of or in connection with the Contract Documents or the Work. Owner’s rights and remedies, whether under the Agreement or other applicable law, shall be cumulative and not subject to limitation. Contractor’s obligations to defend, indemnify, and save harmless the Owner Indemnities are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained within this Agreement. Contractor’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law.
2.04 Defective Work; Warranties. Contractor warrants that all construction services shall be performed in accordance with generally accepted professional standards of good and sound construction practices, all Contract Documents requirements, and all laws, codes, standards, licenses, and permits. Contractor warrants that all materials and equipment shall be new, of suitable grade of their respective kinds for their intended uses, and free from defects. Contractor hereby grants to Owner for a period of one year following the date of completion its unconditional warranty of the quality and adequacy of all of the Work including, without limitation, all labor, materials and equipment provided by Contractor and its Subcontractors of all tiers. If either prior to completion of the Work, or within one year after completion, any Work (completed or incomplete) is found to violate any of the foregoing warranties (Defective Work), Contractor shall promptly, without cost to Owner and in accordance with Owner’s written instructions, correct, remove and replace the Defective Work with conforming Work, and correct, remove and replace any damage to other Work or other property resulting therefrom. If Contractor fails to do so, Contractor shall pay all of the Owner’s resulting claims, costs, losses and damages. Where Contractor fails to correct Defective Work, or defects are discovered outside the correction period, Owner shall have all rights and remedies granted by law.
2.05 Compliance with Laws; Conflict of Interests. Contractor agrees to comply with all applicable federal and state laws, regulations and policies, as amended, including those regarding discrimination, unfair labor practices, anti-kick-back, collusion, and the provisions of the Americans with Disability Act. Contractor, its officer, partners, associates, agents, and employees, shall not make, participate in making, or in any way attempt to use the position afforded them by the Contract Documents to influence any governmental decision in which he or she knows or has reason to know that he or she has a financial interest under applicable state, federal and local conflict of interest regulations. Contractor warrants that no person or agency has been employed or retained to solicit or obtain the Agreement upon an agreement or understanding for a contingent fee, except a bona fide employee or agency. Contractor shall not engage in unlawful employment discrimination including, but not limited to, discrimination based upon a person’s race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship, sexual orientation, or sexual identity as prohibited by state or federal law.
2.06 Termination; Suspension; Disputes. Owner may direct Contractor to terminate, suspend, delay, interrupt or accelerate Work, in whole or in part, for such periods of time as Owner may determine in its sole discretion. Owner will issue such directives in writing, and may do so, in whole or in part, for its convenience or due to Contractor’s fault. Owner will compensate Contractor for extra costs resulting from such directives only to the extent that Owner issues such directives for its convenience and not due to Contractor’s fault (but Owner shall not compensate Contractor for costs, profit or overhead anticipated to be earned or incurred on Work terminated for Owner’s convenience.) Contractor shall continue its Work throughout the course of any dispute, and Contractor’s failure to continue Work during a dispute shall be a material breach of the Contract Documents. All claims by Contractor against Owner shall be submitted in writing to Owner, and shall be governed by Public Contract Code Sections 9204 and 20104 – 20104.6, after which time the one year time period in Government Code Section 911.2 shall be, pursuant to Government Code Section 930.2, reduced to 90 days. Should Contractor be terminated for default, and such termination is subsequently determined to be wrongful, such termination will be converted to a termination for convenience as provided herein.
2.07 Execution; Venue; Limitations. The Agreement shall be deemed to have been executed in City of Calistoga___________, California. Enforcement of the Contract Documents shall be governed by the laws of the State of California, excluding its conflict of laws rules. Except as expressly provided in the Contract Documents, nothing in the Contract Documents shall operate to confer rights or benefits on persons or entities not party to the Agreement. As between the parties to the Agreement, any applicable statute of limitations for any act or failure to act shall commence to run on the date of Owner’s issuance of the final Certificate for Payment, or termination of the Contract Documents, whichever is earlier, except for latent defects, for which the statute of limitation shall begin running upon discovery of the defect and its cause.
2.08 Employee Wages; Records; Apprentices. Contractor shall pay prevailing wages to its employees on any contract in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Contract, as determined by Director of the State of California Department of Industrial Relations, are on file at the City’s Public Works Department and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. Contractor shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code.
Contractor and all subcontractors shall keep and maintain accurate employee payroll records for Work performed under the Item #6.6.
City of Calistoga Contract 00 5205 - 3
Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly. Contractor shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement. If the Agreement exceeds $2,000 and is funded with federal funds, then Contractor shall pay federal Davis Bacon wages and comply with applicable federal requirements.
2.09 Mandatory Contractor and Subcontractor Registration. Pursuant to Labor Code Section 1771(a), Contractor represents that it and all of its Subcontractors are currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. Contractor covenants that any additional or substitute Subcontractors will be similarly registered and qualified.
2.10 Worker’s Compensation. Pursuant to Labor Code Sections 1860 and 1861, in accordance with the provisions of Section 3700 of the Labor Code, every contractor will be required to secure the payment of compensation to his employees.
Contractor represents that it is aware of the provisions of Labor Code Section 3700 that require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and Contractor shall comply with such provisions before commencing the performance of the Work.
2.11 Construction Performance Bond; Construction Labor and Materials Payment Bond; Securities in Lieu of Retention Escrow Account.
A. If Contract Sum under the Agreement exceeds (or is expected to exceed) $25,000, Contractor shall provide a construction performance bond in form attached hereto as Appendix D – Construction Performance Bond and a construction labor and material payment bond, in accordance with Civil Code Section 9550 and in form attached hereto Appendix E – Construction Labor and Materials Payment Bond. Contractor may not substitute cash in lieu of the required bond(s).
B. If the Agreement specifies performance retention, Contractor may elect to substitute securities or direct payment to an escrow account, pursuant to Public Contract Code Section 22300 (incorporated herein by this reference).
2.12 Earthwork and Underground Facilities. If the Work involves digging trenches or other excavations that extend deeper than four feet below the surface, Contractor shall notify Owner in writing of any material that Contractor believes may be hazardous waste that is required to be removed in accordance law, subsurface or latent physical conditions at the site differing from those indicated by information about the site made available to bidders prior to the deadline for submitting bids, or unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents, pursuant to Section 7104 of the Public Contract Code. For any Work involving trench shoring that costs in excess of $25,000, Contractor shall submit and Owner (or a registered civil or structural engineer employed by Owner) must accept, in advance of excavation, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches, pursuant to Labor Code Section 6705. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.
Consistent with Government Code Section 4215, as between Owner and Contractor, Owner will be responsible for the timely removal, relocation, or protection of existing main or trunk line utility facilities located on the Site only if such utilities are not identified in the Contract Documents or information made available for bidding.
2.13 Public Records Act. Contractor is aware that this Agreement and any documents provided to the Owner may be subject to the California Public Records Act and may be disclosed to members of the public upon request. It is the responsibility of the Contractor to clearly identify information in those documents it considers to be confidential under the California Public Records Act. To the extent that Owner agrees with that designation, such information will be held in confidence whenever possible. All other information will be considered public.
2.14 Claims.
A. Should any clarification, determination, action or inaction by Owner, Work, or any other event, in the opinion of Contractor, exceed the requirements of or not comply with Contract Documents, or otherwise result in Contractor seeking additional compensation in time or money or damages for any reason (collectively "Disputed Work"), then Contractor and Owner will make good faith attempts to resolve informally any and all such issues, claims and/or disputes. Before commencing the Disputed Work, or within seven Days after Contractor's first knowledge of the Disputed Work, whichever is earlier, Contractor shall file a written notice and cost proposal for the Disputed Work with Owner stating clearly and in detail its objection and reasons for contending the Work or interpretation is outside the requirements of Project Documents.
If a written notice and cost proposal for Disputed Work is not issued within this time period, or if Contractor proceeds with the Disputed Work without first having given the notice required by this paragraph, Contractor shall waive its rights to further claim on the specific issue.
B. Owner will review Contractor's timely notice and cost proposal for Disputed Work and provide a decision. If, after receiving the decision, Contractor disagrees with it or still considers the Work required of it to be outside of the requirements of Project Documents, it shall so notify Owner, in writing, within seven Days after receiving the decision, by submitting a Item #6.6.
City of Calistoga Contract 00 5205 - 4
notice of potential claim, stating that a formal claim will be issued. Within 30 Days of receiving the decision, Contractor shall submit its claim in the form specified herein and all arguments, justification, cost or estimates, schedule analysis, and detailed documentation supporting its position. Contractor's failure to furnish notification within seven Days and all justifying documentation within 30 Days will result in Contractor waiving its right to the subject claim.
C. Claim Format
1. A. Contractor shall submit the claim justification in the following format:
(a) Cover letter and certification;
(b) Summary of claim, including underlying facts, entitlement, schedule analysis, quantum calculations, Project provisions supporting relief;
(c) List of documents relating to claim including Specifications, Drawings/Plans clarifications/requests for information, schedules, notices of delay, cost calculations and any others; (d) Chronology of events and correspondence:
(e) Analysis of claim merit;
(f) Analysis of claim cost; and
(g) Attach supporting documents referenced in paragraph 2.14,C.1(c), above.
D. Required Provisions on Contract Claim Resolution
1. Public Contract Code Section 9204 specifies provisions on resolving contract claims of any size, and Public Contract Code Section 201014, et seq., specifies required provisions on resolving contract claims less than $375,000. Those statutes constitute a part of this Contract. In the event any other Contract provision violates such statutes, the applicable statute controls.
(End of Appendix B)
Item #6.6.
Appendix C to Contract
INSURANCE
City of Calistoga Contract 00 5205 - 1
1. Commercial General Liability Insurance, written on an “occurrence” basis, which shall provide coverage for bodily injury, death and property damage resulting from operations, liability for slander, false arrest and invasion of privacy, blanket contractual liability, broad form endorsement, and completed operations, personal and advertising liability, with limits of not less than $2,000,000 general aggregate and $1,000,000 each occurrence, subject to a deductible of not more than $25,000 payable by Contractor.
2. Business Automobile Liability Insurance with limits not less than $1,000,000 each occurrence including coverage for owned, non-owned and hired vehicles, subject to a deductible of not more than $25,000 payable by Contractor.
3. Workers’ Compensation Employers’ Liability as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease . Contractor’s Workers’ Compensation Insurance policy shall contain a Waiver of Subrogation against the City of Calistoga, its board members, officers, directors, officials, agents, employees and volunteers. In the event Contractor is self-insured, it shall furnish Certificate of Permission to Self-Insure signed by Department of Industrial Relations Administration of SelfInsurance, State of California.
4. Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the Owner Indemnities as Additional Insureds. The requirements for coverage and limits shall be the greater of either the minimum coverage and limits specified in this Agreement or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.
5. Insurance policies in this Appendix C shall contain an endorsement containing the following terms:
5.01 Owner Indemnities shall be named as Additional Insureds, but only with respect to liability arising out of the activities of the named insured, and there shall be a waiver of subrogation as to each named and Additional Insured. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Owner has received a waiver of subrogation endorsement from the insurer.
5.02 The policies shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the company’s liability.
5.03 Written notice of cancellation, non-renewal or of any material change in the policies shall be mailed to the City of ___________ thirty (30) days in advance of the effective date thereof.
5.04 Contractor insurance shall be primary insurance as to Owner and no other insurance or self-insured retention carried or held by any named or Additional Insureds other than Contractor shall be called upon to contribute to a loss covered by insurance for the named insured.
5.05 Certificates of Insurance and Endorsements shall have clearly typed thereon the Project Name, shall clearly describe the coverage and shall contain a provision requiring the mailing of written notices of cancellation described in clause 6.03 above. Contractor shall furnish the Owner with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the Owner before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The Owner reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
6. All policies of insurance shall be placed with insurers acceptable to Owner. The insurance underwriter(s) must be duly licensed to do business in the State of California and (other than for workers’ compensation) must have an A. M. Best Company rating of A-VII or better. Required minimum amounts of insurance may be increased should conditions of Work, in the opinion of Owner, warrant such increase. Contractor shall increase required insurance amounts upon direction by Owner.
7. The insurance coverage limits may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of Owner and Additional Insureds, to the extent required by this Agreement, before the Owner’s insurance or self-insurance may be called upon to protect Owner as a named insured.
8. All self-insured retentions (SIR) must be disclosed to Owner for approval and shall not reduce the limits of liability coverage. Policies containing and SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Contractor/named insured or Owner.
9. Contractor agrees to include with all subcontractors in their subcontracts the same requirements and provisions of this Agreement that is required of Contractor including, without limitation, the indemnity and insurance requirements to the extent Item #6.6.
City of Calistoga Contract 00 5205 - 2
they apply to the scope of the subcontractor’s work. Subcontractors hired by Contractor shall agree to be bound to Contractor and Owner in the same manner and to the same extent as Contractor is bound to Owner under this Contract and its accompanying documents. Subcontractors shall further agree to include these same provisions with any lower tier subcontractors. A copy of the indemnity and insurance provisions of this Agreement will be furnished to the Subcontractor upon request. Contractor shall require all subcontractors to provide a valid Certificate of Insurance and the required endorsements included in the subcontract agreement, and will provide proof of compliance to the Owner prior to commencement of any work by the subcontractor.
10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. (End of Appendix C)
Item #6.6.
Appendix D to Contract
CONSTRUCTION PERFORMANCE BOND
City of Calistoga Contract 00 5205 - 1
KNOW ALL PERSONS BY THESE PRESENTS:
1. THAT WHEREAS, the City of Calistoga , a political subdivision of the State of California (Owner) has awarded to Allard General Engineering, as Principal, a Purchase Order Agreement, dated the ___________ day of ___________, 2026 (Agreement), titled THE CITY HALL MODULAR BUILDING SITE WORK PROJECT in the amount of $107,100.00, which Agreement is by this reference made a part hereof, for the work described as follows:
2. (Describe Agreement Work) .
3. AND WHEREAS, Principal is required to furnish a bond in connection with the Agreement, guaranteeing the faithful performance thereof;
4. NOW, THEREFORE, we, the undersigned Principal and _________________________ as Surety are held and firmly bound unto Owner in the sum of 100% OF THE CONTRACT SUM to be paid to Owner or its successors and assigns; for which payment, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.
5. THE CONDITION OF THIS OBLIGATION IS SUCH, that if Principal, or its heirs, executors, administrators, successors, or assigns approved by Owner, shall promptly and faithfully perform the covenants, conditions, and agreements of the Agreement during the original term and any extensions thereof as may be granted by Owner, with or without notice to Surety, and during the period of any guarantees or warranties required under the Agreement, and shall also promptly and faithfully perform all the covenants, conditions, and agreements of any alteration of the Agreement made as therein provided, notice of which alterations to Surety being hereby waived, on Principal’s part to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify, defend, protect, and hold harmless Owner as stipulated in the Agreement, then this obligation shall become and be null and void; otherwise it shall be and remain in full force and effect.
6. No extension of time, change, alteration, modification, or addition to the Agreement, or of the work required thereunder, shall release or exonerate Surety on this bond or in any way affect the obligation of this bond; and Surety does hereby waive notice of any such extension of time, change, alteration, modification, or addition.
7. Whenever Principal shall be and declared by Owner in default under the Agreement, Surety shall promptly remedy the default, or shall promptly:
7.01 Undertake through its agents or independent contractors, reasonably acceptable to Owner, to complete the Agreement in accordance with its terms and conditions and to pay and perform all obligations of Principal under the Agreement including, without limitation, all obligations with respect to warranties, guarantees, indemnities, and the payment of liquidated damages; or
7.02 Obtain a bid or bids for completing the Agreement in accordance with its terms and conditions, and, upon determination by Owner of the lowest responsible bidder, reasonably acceptable to Owner, arrange for a contract between such bidder and Owner and make available as work progresses (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the Contract Sum, and to pay and perform all obligations of Principal under the Agreement including, without limitation, all obligations with respect to warranties, guarantees, and the payment of liquidated damages; but, in any event, Surety’s total obligations hereunder shall not exceed the amount set forth in the third paragraph hereof. The term “balance of the Contract Sum,” as used in this paragraph, shall mean the total amount payable by Owner to the Principal under the Agreement and any amendments thereto, less the amount Owner paid to Principal.
8. Surety’s obligations hereunder are independent of the obligations of any other surety for the performance of the Agreement, and suit may be brought against Surety and such other sureties, jointly and severally, or against any one or more of them, or against less than all of them without impairing Owner’s rights against the others. Surety may not use Contractor to complete the Agreement absent Owner’s written consent.
Item #6.6.
City of Calistoga Contract 00 5205 - 2
9. No right of action shall accrue on this bond to or for the use of any person or corporation other than Owner or its successors or assigns.
10. Surety may join in any proceedings brought under the Agreement and shall be bound by any judgment.
11. Correspondence or claims relating to this bond shall be sent to Surety at the address set forth below.
IN WITNESS WHEREOF, we have hereunto set our hands this _________ day of ________________, 20___.
CONTRACTOR AS PRINCIPLE
Company: (Corp. Seal)
_____________________________________________
Signature
_____________________________________________
Name
_____________________________________________
Title
_____________________________________________
Street Address
_____________________________________________
City, State, Zip Code
SURETY
Company: (Corp. Seal)
_____________________________________________
Signature
_____________________________________________
Name
_____________________________________________
Title
_____________________________________________
Street Address
_____________________________________________
City, State, Zip Code
Item #6.6.
Appendix E to Contract
CONSTRUCTION LABOR AND MATERIAL PAYMENT BOND
KNOW ALL PERSONS BY THESE PRESENTS:
THAT WHEREAS, the City of Calistoga , a political subdivision of the State of California (Owner) has awarded to Allard General Engineering, as Principal, a Construction Services Agreement, dated the ___________ day of ______________, 2026 (Agreement), titled THE CITY HALL MODULAR BUILDING SITE WORK PROJECT located at 1232 Washington Street Calistoga, CA, 94515 in the amount of $107,100.00, which Agreement is by this reference made a part hereof, for the work described as follows:
(Describe Agreement Work) .
12. AND WHEREAS, Principal is required to furnish a bond in connection with the Agreement to secure the payment of claims of laborers, mechanics, material suppliers, and other persons as provided by law;
13. NOW, THEREFORE, we, the undersigned Principal and ______________________________ as Surety, are held and firmly bound unto Owner in the sum of 100% OF THE CONTRACT SUM ($_________________), for which payment well and truly to be made we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.
14. THE CONDITION OF THIS OBLIGATION IS SUCH, that if Principal, or its heirs, executors, administrators, successors, or assigns approved by Owner, or its subcontractors shall fail to pay any of the persons named in California Civil Code Section 9100, or amounts due under the State of California Unemployment Insurance Code with respect to work or labor performed under the Agreement, or for any amounts required to be deducted, withheld, and paid over to the State of California Employment Development Department from the wages of employees of Principal and subcontractors pursuant to California Unemployment Insurance Code Section 13020 with respect to such work and labor, that Surety will pay for the same in an amount not exceeding the sum specified in this bond, plus reasonable attorneys’ fees, otherwise the above obligation shall become and be null and void.
15. This bond shall inure to the benefit of any of the persons named in California Civil Code Section 9100, as to give a right of action to such persons or their assigns in any suit brought upon this bond. The intent of this bond is to comply with the California Mechanic’s Lien Law.
16. Surety, for value received, hereby expressly agrees that no extension of time, change, modification, alteration, or addition to the undertakings, covenants, terms, conditions, and agreements of the Agreement, or to the work to be performed thereunder, shall in any way affect the obligation of this bond; and it does hereby waive notice of any such extension of time, change, modification, alteration, or addition to the undertakings, covenants, terms, conditions, and agreements of the Agreement, or to the work to be performed thereunder.
17. Surety’s obligations hereunder are independent of the obligations of any other surety for the payment of claims of laborers, mechanics, material suppliers, and other persons in connection with the Agreement; and suit may be brought against Surety and such other sureties, jointly and severally, or against any one or more of them, or against less than all of them without impairing Owner’s rights against the other.
18. Correspondence or claims relating to this bond shall be sent to Surety at the address set forth below.
IN WITNESS WHEREOF, we have hereunto set our hands this __________ day of ____________________, 2026, Item #6.6.
City of Calistoga Contract 00 5205 - 2
CONTRACTOR AS PRINCIPLE
Company: (Corp. Seal)
_____________________________________________
Signature
_____________________________________________
Name
_____________________________________________
Title
_____________________________________________
Street Address
_____________________________________________
City, State, Zip Code
SURETY
Company: (Corp. Seal)
_____________________________________________
Signature
_____________________________________________
Name
_____________________________________________
Title
_____________________________________________
Street Address
_____________________________________________
City, State, Zip Code
(End of Appendix E)
Item #6.6.
Item #6.6.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Rachel Stepp, Deputy City Manager
Meeting: *Amended Agenda* City Council - Regular Meeting - Sep 15 2026 Subject: Amendment to Managed Services Agreement with SDI Presence LLC to Continue Virtual Chief Information Officer Services
DESCRIPTION:
Consider adopting a Resolution authorizing the City Manager to execute an amendment to the Managed Services Agreement with SDI Presence LLC to continue Virtual Chief Information Officer services through June 30, 2028, and increase the agreement’s total not-to-exceed amount by $308,880, for a revised total not-to-exceed amount of $924,105.70.
RECOMMENDATION:
Consider Adopting the Resolution
SUMMARY:
On February 25, 2025, the City entered into an Agreement for Consultant Services with SDI Presence LLC for information technology managed services. The agreement provides for desktop and server support, network administration, cybersecurity monitoring, help desk services, technology asset management, and related information technology services. The agreement has a current not-to-exceed amount of $615,225.70 and extends through June 30, 2028.
SDI Presence also currently provides the City with virtual Chief Information Officer (vCIO) services under a separate agreement that expires September 19, 2026. These services provide executivelevel technology leadership, strategic planning, project and vendor oversight, technology budgeting, governance support, and coordination of the City’s broader technology initiatives.
Because SDI Presence provides both the City’s day-to-day managed information technology services and its strategic technology leadership, staff recommends continuing the existing vCIO services by consolidating them into the managed services agreement through June 30, 2028. This amendment would align both services under a single agreement and contract term rather than maintaining a separate agreement for vCIO services.
Consolidating the services will maintain continuity in the City’s technology leadership, better align strategic oversight with day-to-day information technology operations, clarify SDI Presence’s responsibilities across both functions, and streamline contract administration.
ANALYSIS:
Item #6.7.
Under the proposed amendment, SDI Presence will continue providing the managed information technology services included in the existing agreement. The amendment will also consolidate the City’s existing virtual Chief Information Officer (vCIO) services into the managed services agreement for the remainder of its term.
The vCIO services to be continued under the amended agreement include:
Provide technology project management services.
Conduct technology assessments and recommend improvements to performance, security, and reliability.
Provide cloud advisory and planning services.
Serve as the City’s primary technology contact, strategic consultant, account manager, and contract Chief Information Officer.
Provide technology vendor management, procurement support, and contract coordination. Administer 24-hour monitoring and coordinate after-hours response for Priority 1 and Priority 2 incidents.
Participate in City executive team meetings and other information technology governance activities, as requested.
Develop, review, and maintain City information technology policies and procedures. Prepare and manage the citywide information technology budget.
Several of these responsibilities complement services already contained in the managed services agreement, including technology assessments, project management, vendor coordination, security monitoring, policy development, and participation in executive team meetings. Consolidating the vCIO services into the managed services agreement will more clearly define SDI Presence’s executive-level and operational responsibilities and establish a single contract governing the City’s information technology services.
The vCIO services consolidated under the amendment will begin September 15, 2026, and continue through June 30, 2028. This term aligns with the expiration date of the existing managed services agreement and does not extend its term.
Aligning the services under a single agreement and contract term will allow the City to evaluate and procure its strategic and operational information technology services together before the agreement expires. It will also maintain continuity in technology leadership as the City implements and manages significant initiatives involving cybersecurity, cloud-based services, enterprise systems, telecommunications, network infrastructure, and information technology policies and procedures.
FINANCIAL IMPACT:
The total cost of the vCIO services is $308,880 for the period beginning September 15, 2026, through June 30, 2028. Approval of the amendment would increase the agreement’s total not-toexceed amount from $615,225.70 to $924,105.70.
Funding for these services is included in the adopted Fiscal Year 2026-27 budget and will be requested in the Fiscal Year 2027-28 budget. Costs will be charged to the Information Technology budget, account number 117-4975-4402.
CEQA STATUS:
The recommended action is not a project and therefore not subject to CEQA review.
Item #6.7.
ATTACHMENT(S):
City of Calistoga ITMSP Amendment 1 Resolution Revised
City of Calistoga ITMSP Amendment 1 - signed by SDI
City of Calistoga MSP Fully Executed Agreement 20250318 955- SDI Presence LLC - vCIO Contract 2023-2026
City of Calistoga ITMSP Amendment 1 Resolution Revised
APPROVAL(S):
Mitch Celaya, City Manager Approved - Sep 09 2026
Yudiana Galvan, City of Calistoga | City Clerk Approved - Sep 09 2026 Item #6.7.
RESOLUTION NO. 2026-XX
ADOPTED XXXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA
AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH SDI
PRESENCE LLC FOR INFORMATION TECHNOLOGY MANAGED SERVICES AND
CONTINUED VIRTUAL CHIEF INFORMATION OFFICER SERVICES
WHEREAS, the City has an existing agreement with SDI Presence LLC for managed information technology services through June 30, 2028; and WHEREAS, the proposed amendment will add virtual Chief Information Officer (“vCIO”) services, including strategic technology oversight, project management, technology assessments, vendor coordination, cybersecurity and cloud planning, policy development, and management of the City’s information technology budget; and WHEREAS, the vCIO services will be provided from August 25, 2026, through June 30, 2028, at a total cost of $308,880, increasing the agreement’s not-to-exceed amount from $615,225.70 to $924,105.70; and
WHEREAS, funding is included in the adopted Fiscal Year 2026-27 budget and will be requested in the Fiscal Year 2027-28 Information Technology budget under Account No. 117-4975.
NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of Calistoga hereby authorizes the City Manager to execute an amendment to the Agreement for Consultant Services with SDI Presence LLC to add virtual Chief Information Officer services from August 25, 2026, through June 30, 2028, in the amount of $308,880, increasing the total not-to-exceed amount of the agreement from $615,225.70 to $924,105.70.
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 15th day of September 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 #6.7.
4889-4066-4539 v1
AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES
This Amendment of the Agreement, entered into this 25th day of August, 2026, by and between the CITY OF CALISTOGA, a municipal corporation (hereinafter "the City") and SDI Presence LLC a Delaware limited liability company (hereinafter "CONSULTANT"), is made with reference to the following:
RECITALS:
A. On February 25, 2025, an agreement was entered into by and between the City and Provider (hereinafter "Agreement") in an amount not to exceed $615,225.70, for Information Technology Managed Services.
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 June 30, 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 and 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 and B-1, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $ 924,105.70 ("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
Item #6.7.
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 Acting City Manager
Approved As To Form
By:
Michelle Marchetta Kenyon, City Attorney
Attest
By:
Yudiana Galvan, City Clerk
Date:
CONSULTANT
By: Aug 18, 2026
Item #6.7.
4889-4066-4539 v1
Exhibit A-1
Scope of Work
Additional Scope of Services – Virtual Chief Information Officer (vCIO) In addition to the services currently provided by CONSULTANT pursuant to the Agreement for Consultant Services dated February 25, 2025, CONSULTANT shall provide Virtual Chief Information Officer (vCIO) services to support the CITY's ongoing technology operations, planning, governance, and strategic initiatives.
The additional vCIO services shall include, but are not limited to, the following:
• Provide technology project management services, including coordination and oversight of City technology initiatives.
• Conduct technology assessments and provide recommendations to improve system performance, security, reliability, and operational efficiency. • Provide cloud technology advisory, strategy, and planning services. • Serve as the CITY's primary strategic technology contact and consultant, account manager, and contract Chief Information Officer.
• Provide technology vendor management, procurement support, and contract coordination, including assistance with evaluating vendors, services, and technology solutions. • Administer 24x7x365 technology monitoring and coordinate after-hours response for Priority 1 and Priority 2 incidents.
• Participate in City executive team meetings and other technology governance, planning, and coordination activities as requested by the CITY.
• Develop, review, update, and maintain City information technology policies, procedures, standards, and related documentation.
• Prepare, manage, and provide ongoing oversight of the Citywide information technology budget, including technology forecasting and long-term planning.
Item #6.7.
4889-4066-4539 v1
Exhibit B-1
Compensation
The compensation provisions set forth in Exhibit B of the Agreement are hereby amended to reflect the addition of the vCIO services described in Exhibit A-1.
The original not-to-exceed amount under the Agreement is $615,225.70.
Compensation for the additional vCIO services provided under this Amendment shall not exceed $308,880.
Accordingly, the total compensation payable to CONSULTANT under the Agreement, as amended, shall not exceed $924,105.70 for the term of the Agreement.
Except as expressly modified by this Exhibit B-1, all other compensation terms and conditions set forth in Exhibit B of the Agreement shall remain unchanged and in full force and effect.
Item #6.7.
City of Calistoga vCIO Amendment 1
Final Audit Report 2026-08-18
Created: 2026-08-18
By: Jennifer Grebe ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAA3kkGU9U-9WDBM8m4K1m1Zl3pQAH-j30T "City of Calistoga vCIO Amendment 1" History
Document created by Jennifer Grebe ([email protected]) 2026-08-18 - 5:36:11 PM GMT
Document emailed to Shoma Meyer ([email protected]) for signature 2026-08-18 - 5:37:06 PM GMT
Email viewed by Shoma Meyer ([email protected])
2026-08-18 - 5:37:16 PM GMT
Document e-signed by Shoma Meyer ([email protected]) Signature Date: 2026-08-18 - 7:40:32 PM GMT - Time Source: server - Signature Appearance Selected: IMAGE Agreement completed.
2026-08-18 - 7:40:32 PM GMT
Item #6.7.
twenty-??h day of February 2025, by and betwee
corporation (hereina?er referredto as "ClTY") an liabilitycompany (hereinafter referredto as "CONSUL may be referred to individuallyas “Party" and collectiv
HEREAS, NSULTANT
conditions forth herein.
ARTICLE | - SCOPEOF SERVICES
ExhibitA
l ices“).
rdance wi
ons and 0
ProfessionalCompetence. CONSULTANTrepresents I professiona necessaryto perform the Servicesand that it will perform in a skillful professional manner. CONSULTANTrepresents that it h essary licen
CONSULTANT
perform the Servicesand shall ntainI hroughoutthe term is Agreem agrees thatth rvices be performed in the her and ac to the standardsobservedby a potent CONSULTANT itionerof the profes inwhich
CONSULTANT
is engaged, in the me or simil geographical area in which this Agreement
practices its profe on, and wil repare all work products required by in accordancewith ch standard CITYand CONSULTANTagree the and CITY shall have no control
‘# \
AGREEMENTFOR CONSULTANTSERVICES
ThisAgreement for ConsultantServices(the "Agreement")is made and entered intothi s n THECITY OF CALISTOGA,a municipal d SDI PresenceLLC a Delawarelimited TANT"). CITY and CONSULTANT
ely as the “Parties.”
RECITALS
with City
WHEREAS,CITY requires InformationTechnologyManagedServicesin connection operations; WHEREAS,CONSULTANTis quali?ed to perform such services; and terms
W CO has agreed to provide CITY with such services on the and set CITY agree
NOW, THEREFORE,for the considerationshereinafterset forth,CONSULTANTand as follows:
1.1. Scope of Work. CONSULTANTagrees to furnishthe servicesset forth in Scope of Work, which is attached heretoand incorpora:edherein(the "Serv
1.2. Compliance with Law. The Servicesshall be performed in acco th all applicable federal,state and locallaws,ordinances,rules,regulati rders.
1.3. the
Time
performance
is of the Essence. CONSULTANTagrees to diligentlyprosecute the Services. In of this Agreement, time is of the essence.
1.4. hat it hasthe l skills
the Services and
as all the nec sesto mai hemt of th ent.
e Se shall man cording
com pract sion
sa ar
ssi l p
su s CONSULTANTis in responsible charge of the Services Services
over the method or means of performance of the Services.Acceptance by CITY of the does not operate as a release of CONSULTANTfrom professional reSponsibilityfor the Servicesperformed OAK #4890-2776-3737vl (Rev. 9/202l)
Item #6.7.
ARTICLE 2 - COMPENSATION
Exhibit B
1.5. 1.6.
1.7. 1.8.
l .9.
2.1. Independent Contractor. CONSULTANTis an independentcontractor and not an employee of CITY. CONSULTANT expressly warrants that it will not represent that it is an employee of CITY. Persons employedor utilized by CONSULTANTin the performance of the Serviceswill not be employees or agents of CITY. CONSULTANT is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.
Con?dentiality. CONSULTANT agrees to maintain in con?dence and not disclose to any person, ?rm, governmentalentity, or corporation, withoutCITY'Sprior written consent, any trade secret or con?dential information, knowledge or data relating to the products,process, or operationof CITY. CONSULTANT further agrees to maintainin con?dence and not to disclose to any person, ?rm, governmentalentity, or corporation any data, information, technology, or material developedor obtainedby CONSULTANT during the performanceof the Services. The covenants containedin this Section 1.6 shall survive the termination of this Agreement for whatever cause.
Ownership of Material. Any reports and other material preparedby or on behalf of CONSULTANT under this Agreement (collectively, the "Documents") shall be and remain the property of CITY. All Documents not already providedto CITY shall be deliveredto CITY on the date of terminationof this Agreement for any reason. The Documents may be used by CITY and its agents, employees, representatives,and assigns, in whole or in part, or in modi?ed form, for all purposes CITY may deem appropriate without further employment of or payment of any compensationto CONSULTANT.
Notwithstanding the foregoing, CONSULTANT shall retain all right, title and interest in and to all intellectual property, data, documents, deliverables or work productthat was developed or was in existence priorto the date of this Agreement or was developed separately from the scope of Servicesto be performed underthis Agreement.
Documentation. CONSULTANT shall keep and maintain ?ll] and complete documentationand accounting records, employee time sheets, and correspondence pertainingto the performance of the Services, andCONSULTANT shall make such documents availablefor reviewand/or audit by CITY and CITY'Srepresentativesat all reasonable times for at least four years after the termination of this Agreement or completion of the Services.
Testimony. CONSULTANT agrees to testify at CITY'S request if litigation is brought against CITY in connectionwith the Services. Unless the action is brought by CONSULTANT or is based upon CONSULTANT'S negligence,CITY will compensate CONSULTANT for the preparationand the testimony at CONSULTANT'Sstandard hourly rates.
Compensation. Compensationfor the Services shall be in accordance with Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $ 615,225.70 ("Cost Ceiling").
OAK #4890-2776-373vl (Rev. 9/202l)
Item #6.7.
accounto ices rform factorily, ays in
erformanc crvi other shereund CON
ARTICLE 3 - TIME OF PERFORMANCE
ARTICLE 4 - DESIGNATED CONTACTS
2.2. 2.3.
2.4. 3.].
3.2. 3.3.
3.4. 4.1.
Invoices. CONSULTANT shall submitmonthly invoicesin a form satisfactory to CITY on or before the tenth day of each month for Services providedduring the preceding month. CONSULTANT shallsubmittime and cost recordsas necessary to substantiate performanceof the Services. Within35 days after receipt of each such invoice, CITY shall verify the accuracy of the invoice, correct the charges where appropriateand as discussedand mutually agreed with CONSULTANT, and make payment to CONSULTANT in an amount equalto the amount of such invoice, as veri?ed or corrected by CITY. No payment hereundershall be construedas evidenceof acceptance of any of CONSULTANT's work. CITYreserves the right to withholdpayment from CONSULTANT on f Serv not pe ed satis del
CONSULTANT‘sp e of S ces, or default er. SULTAN
T shall not stop or delay performanceof the Services under this Agreement on account of payment disputes with CITY.
Status Reports. Together with each monthly invoice, CONSULTANTshallsubmita status report detailing the amount expended on the Servicesto that date and the remaining amount to be expendedbefore the Cost Ceiling is reached. CONSULTANT shall notify CITY in writing when payments have reached 90 percent of the Cost Ceiling.
Withholding. In lieu of holding retention, CITY shallwithholdCONSULTANT's?nal payment until the Services are complete and CITY has receivedall Documents.
CONSULTANT shall diligently continue and complete performanceof the Servicesif the Services are not complete at the time CONSULTANT has performedservicesup to the Cost Ceiling.
Effective Date. This Agreement shall become effective upon executionof the second signature and shall remain in full force and effect until the Servicesare completed (the "Term"). CONSULTANT agrees to complete all services by June 30, 2028.
Termination. This Agreement may be terminated at any time by CITY upon no less than fourteen (14) days written notice to CONSULTANT.
Final Payment. CONSULTANTshall be entitledto compensationfor Services performedup to the time of suchtermination, it being understoodthat any payments are ?t“ compensationfor the Services renderedunder this Agreement.
Other Remedies. Nothing in this Article3 shall be deemed to limit the respective rights of the partiesto terminate this Agreement for cause or otherwise to exercise any rights or pursue any remedies which may accrue to them.
CITY Contact. CITY designates Rachel Stepp, its Deputy City Manager, as its contact who shall be responsible for administering and interpreting the terms and conditions of this Agreement, for matters relating to CONSULTANT's performance under this Agreement, and for liaison and coordinationbetween CITY andCONSULTANT. In the 3-
OAK #4890-2776-373vl (Rev. 9/202l)
Item #6.7.
ARTICLE 5 - INDEMNIFICATIONAND INSU
4.2. 5.].
5.2. event CITY wishes to make a change inClTY's representative,CITY will notify CONSULTANT of the change in writing.
CONSULTANT Contact. CONSULTANTdesignates Scott Sanders as its contact, who shall have immediateresponsibilityfor the performanceof the Services and for all matters relating to performanceunderthis Agreement. Any change in CONSULTANT‘ S designatedcontact shall be subject to written approval by CITY.
RANCE
Indemni?cation. CONSULTANTshall, to the fullest extent allowedby law, with respect to claims, liability, loss, damage, costs, or expenses, including reasonable attorney's and expert witness fees, awards, ?nes, penalties,orjudgments, arising out of or relating to any negligent acts, errors, or omissions or will?il misconduct of CONSULTANT, its of?cers, employees, agents, and subcontractorsin their performance of the Services (collectively "Claims"), defend, indemnify, and hold harmless CITY, its Of?cials, of?cers, employees and agents (the "CITY Parties"), except to the extent the Claims are attributableto CITY Parties' gross negligence or willful misconduct.
CONSULTANT shall defend the CITY Parties as requiredby California Civil Code Section2778, and with counsel reasonably acceptable to those parties. CONSULTANT shall have no right to seek reimbursement fromthe CITY Parties for the costs of defense.
In the event that CONSULTANTor any employee, agent, or subcontractor of CONSULTANT providing servicesunder this Agreement is determinedby a court of competent jurisdiction or the CaliforniaPublic Employees Retirement System (CalPERS )
to be eligible for any CalPERSbene?ts arising from servicesprovidedto 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 employercontributionsfor CalPERS servicecredit on behalf of CONSULTANT or its employees,agents, or subcontractors, as well as for the payment of any penaltiesand interest on such contributionswhich would otherwise be the responsibilityof CITY.
lf CONSULTANT is a “design professional,”as de?ned inCaliforniaCivil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the lndemnitees harmless against Liability only to the extent such Liability arises out of, pertainsto, or relatesto CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’S proportionate percentage of fault.
The obligations containedin this Section5.1 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.
Health and Safety. CONSULTANT may perform part of the Services at sites which contain unknown working conditionsand contaminatedmaterials. CONSULTANT shall -4-
OAK #4890-2776—373vl(Rev. 9/202l)
Item #6.7.
Commercial AutomobileLiability Insurance
Commercial General Liability Insurance
ProfessionalL in Insurance
Workers Comgensation Insurance
be solely responsible forthe health and safety of CONSULTANT's employees during the performance of the Services.
5.3 Insurance. CONSULTANTand all of CONSULTANTS employees, subcontractors, consultants and other agency shall procure, provide and maintainat all times during the performance of this Agreement, and for such additionalperiodsas describedherein, the insurance listed below with insurers licensed to do business in the State of Californiaand with a Best's rating of no lessthan A:VIl.
A. .CommercialAutomobile Liability
Insurance providingbodily injury liability and property damage, to protect against all liability arising out of the use of any owned, leased, passengeror commercial automobileat a minimum amount of $1,000,000 combinedsingle limit and $2,000,000 aggregate. Coverage shall apply to hired and non-ownedautos.
B. .CommercialGeneral Liability
Insurance, with limitsproviding a minimum amount of $1,000,000 combined single limit coverage for each occurrence, $2,000,000 general aggregate and $2,000,000 products/completedOperationsaggregate. The insurance shall cover all operations including but not limitedto the following: (1) premises, operations and mobileequipment liability; (2) completed operationsand products liability; (3) contractualliability insuring the obligations assumedby CONSULTANT in this Agreement; (4) broad form property damage liability; (5) personalinjury liability endorsement, including death; and (6) automobilebodily injury and property damage insurance, including all owned, hired and non-ownedequipment . C. .ProfessionalLiability Insurance protecting
against liabilitiesarising out of or in connection with negligent acts, errors, or omissions of CONSULTANT and all of CONSULTANTS employees, subcontractors, consultantsand other agency in connectionwith this Agreement, at a minimum amount of $l ,000,000 combinedsingle limitcoverage and $1,000,000 aggregate, on a "claimsmade basis"with a continuationof coverage extension for liabilitiesfor two years fromthe date the Services are substantially complete. Such professionalliability policies shall include coverage for liability assumed by the CONSULTANT under this Agreement.
D. .Workers Compensation insurance,
occupationaldisease 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 CommercialGeneral Liability policy under Section53(8) is not endorsed to include af?rmative coverage for sexualabuse or molestation, CONSULTANT shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no lessthan $1,000,000 per occurrence or claim.
OAK #4890—2776—373vl (Rev. 9l2021)
Item #6.7.
Policy Terms
obtaine insurance y this Section
i?cates cceptabh: ONSULTANT
Waiver of Subrogation:
F . Concurrently with execution of this Agreement, CONSULTAN T shall provideCITY withCerti?cates of Insurance evidencing that CONSULTAN T has d or maintains the required b 5.3. The
Cert shall be on forms a to CITY. C shall also
fumish CITY with original endorsements with the following documentation:
Precluding canceliation or reduction in coverage before the expirationof thirty (30) days after CITY shall have received written noti?cation thereof from CONSULTANT by UnitedStates mail;
Providing that CONSULTANT's insurance shall apply separately to each insuredagainst whom claim is made or suit is brought, and includea “ separation of insureds” or “severability” clause which treats each insured separately, except with respect to the limits of the insurer's liability (crossliability endorsement); Excepting CONSULTANT’Sprofessional liability insurance, naming CITY, its City Council, boards, commissions, committees, of?cers, employees and agents as additionalinsureds(“Additional Insureds”); and 0 Providingthat for any claims relatingto CONSULTANT'sserviceshereunder, CONSULTANT's insurance coverage shall be primary insurance with respect to CITY, its City Council, boards, commissions, committees, of?cers, employees and agents, and that any insurance or self-insurancemaintainedby CITY for itself, its City Council, boards, commissions, committees, of?cers, 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 insuranc e proceeds broader than or in excess of the speci?ed minimum insurance coverages requirements and/or limits shall be available to the Additiona l 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 speci?ed in this Agreement; or (b) the broader coverage and maximum limits of coverage of any insurance policy or proceeds availableto the namedinsured.
G CONSULTANT hereby grants to CITY a waiverof any
right to subrogation which any insurerof saidCONSULTANT 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 receiveda waiver of subrogation endorsementfrom the insurer. However, the Worker’s Compensation policy required by Section 5.3(D) of this Agreement shall be endorsedwith a waiver of subrogation in favor of CITY for all work performedby CONSULTANT, its employees and/or agents.
H Material Breach. If CONSULTANT failsto maintain insurance coverage or provided insurance documentationwhich is required pursuant to this Agreement, it shall be deemed a material breach ofthis Agreement. CITY, at itssole option, may terminate this Agreement and obtain damages from CONSULTANT _ 6 - OAK #4890—2776—373vl (Rev. 9/202l)
Item #6.7.
resulting from said breach. Alternatively, CITY may purchasethe required insurance coverage, and withoutfurther notice to CONSULTANT, may deduc from sums due ta CONSULTANTany premiumcosts advancedby CITY for ARTICLE 6 « NOTlCE§
ght cour which mile
Time; 0 ctronic date
notie manner describedi this cle 6. ejection or ther ccept inabi eliverbecause of: hang addre ofwhichn noti nsha
ARTICLE 7 - MISCELLANEOUS
such insurance. These remediesshall be in addition to any otherremedies available to CITY.
All notices or other communicationsrequiredor permittedhereundershall be in writing, and shall be personallydeliveredor sent by facsimileor reputable overnight courier and shall be deemed received upon the earlier of: (1) if personallydelivered, the date of delivery to the address of the person to receive such notice; (2) if deliveredby Federal Express or other overnight courierfor next business day delivery, the next businessday; (3) if sent by facsimile, with the original sent on the same day by ovemi ier, the date on the facsi is received, providedit is before 5:00 PM. Paci?c r (4) if sent ele ally, the of delivery on the con?rmed read receipt. Noticeof change of address shallbe given by written e in the n Arti R o refusalto a or the
lity to d c e in ss 0 cc was give 11be deemed
to constitutereceipt of the notice or communicationsent. Unless changed in accordance herewith, the addressesfor notices given pursuant to this Agreement shall be as follows:
If to CITY: Laura Snideman, City Manager
1232 Washington Street
Calistoga, CA 94515
Email: [email protected]
Phone: 707-942-2806
If to CONSULTANT: Sharee L. Wolff, CFO
200 E. Randolph Street, Suite 3550
Chicago, IL 60601
Phone: (312) 580—7521
Facsimile: (312) 580-7600
Email: [email protected]
7.1. Conflict of Interest Prohibition. CITY and CONSULTANT will comply with the requirements of the CITY’s Con?ict of Interest Code adoptedpursuant to California Government Code §87300 et seq., the Political Reform Act (California Government Code §81000 et seq.), the regulations promulgated by the Fair Political PracticesCommission (Title 2, §l8l 10 et seq. of the CaliforniaCode of Regulations), CaliforniaGovernment Code §1090 et seq., and any other ethics laws applicable to the performanceof the Services and/or this Agreement. CONSULTANT may be requiredto ?le with the CITY Clerk a completed Form 700 before commencing performanceof the Services unlessthe CITY Clerk determinesthat completionof a Form 700 is not required, pursuant to CITY’s Con?ict of Interest Code. Form 700 forms are available ?'om the CITY Clerk. _ 7_ OAK #4890-2776—373vl(Rev. 9l202I)
Item #6.7.
othe on or e pursuant to
con? interes otherwise
oblig ions purs greement
CITY nd to pro ssary and
CONSULTANT may not perform Servicesfor any r pers ntity that, any applicablelaw or regulation, would result in a ict of tor would be prohibitedwith respect to CONSULTANT’s at uant to this A CONSULTANT agrees to cooperate ?illy with a vide any nece appropriateinformationrequestedby CITY or any authorizedrepresentativeconcerning potentialcon?icts of interest or prohibitionsconcerning CONSULTANT’sobligations pursuant to this Agreement.
CONSULTANTmay not employ any CITY of?cial, of?cer or employee in the performanceof the Services, nor may any of?cial, of?cer or employee of CITY have any ?nancial interest in this Agreement that would violate CaliforniaGovernment Code §1090 et seq. CONSULTANT hereby warrants that it is not now, nor has it been in the previoustwelve (12) months, an employee, agent, appointee,or of?cial of CITY. If CONSULTANT was an employee, agent, appointee, or of?cial of CITY in the previous twelve months, CONSULTANTwarrants that it did not participatein any manner in the forming of this Agreement. CONSULTANT understandsthat, if this Agreement is made in violationof Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitledto 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 CONSULTANTunder this Agreement. CONSULTANT understandsthat, in addition to the foregoing, penaltiesfor violating Government Code §IO90 may include criminal prosecutionand disquali?catio n from holding public of?ce in the State of California.
Any violationby CONSULTANT of the requirements of this provisionwill constitutea material breach of this Agreement, and the CITY reserves all its rights and remediesat law and equity concerning any such violations.
7.2 Subcontracting. CONSULTANTmay subcontract portions of the Services upon the prior written approvalof CITY. CONSULTANT will be solely responsiblefor 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 boundto CITY underthe Agreement. CONSULTANT’S subcontractorsfurther agree to include the same requirementsand provisionsof this Agreement, including the indemnity and insurance requirements,with any subsubcontractor to the extent they apply to the scope of the sub-subcontractor’swork.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 modi?ed by an amendment in writing signed by each party.
OAK #4890—2776—373vl(Rev 9/202”
Item #6.7.
hori indi executing Agreement behalfof one ofthe rties
esen or s uly author to sign and iver the Agreement beha
7.4. 7.5
7.6. 7.7.
7.8 7.9.
7.10. 7.11.
7.12 No Assignment. The Servicesare deemedunique and neitherparty shall assign, transfer, subcontract or otherwise substituteits interest in this Agreement or any of its obligations hereunder without the prior written consent of the otherparty. As limitedby this Section
7.2, this Agreement is to be binding on the successors and assigns of the parties hereto.
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, providedthat the remainderof this Agreement can be interpretedto give effect to the intentionsof the parties.
Counterparts. This Agreement may be signed in counterparts and, when ?illy signed, such counterparts shallhave the same effect as if signed in one document.
Choice of Law. This Agreement andall matters relating to itshall be governedby the laws of the State of Californiawithout reference to its choice of laws principles and venue shall be in the appropriatecourt in Napa County, California.
Waiver. No failure on the part of either Party to exerciseany right or remedy hereunder shall operate as a waiver of any other right or remedythat party mayhave hereunder. A waiver by eitherCITY or CONSULTANTof 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.
Mediation. In the event the partiesare unable to resolve a dispute arising under this Agreement through good faith negotiations,the parties agree to submitthe matter to mediation with a mutually agreeablemediator. Prior to the mediation, the partiesshall exchange any documentsreasonably necessary to resolve the matter to be mediated. .
Interpretation. 1nthe event this Agreement is ever construed in any dispute between the parties, it and each of its provisionsshall be construed without regard to the party or parties responsiblefor its preparationand shall be deemed to have been preparedjointly by the parties. The rule of constructionto the effect that ambiguities are to be resolved against the dra?ing party shall not be employed in interpretingthis Agreement.
Aut ty. Each vidual this on pa
repr ts that he he is d ized del on Ifof
such party and that this Agreement is binding on such party in accordance with its terms.
Third Parties. Nothing containedin 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 performedsolely for the bene?t of CITY. CITY shall be an express third—partybene?ciary of all contracts between CONSULTANTand any subcontractors or subconsultantsin connectionwith any services performedin connection with, or in furtheranceof, this Agreement.
OAK #4890-2776-373vl (Rev. 9/2021)
Item #6.7.
***
[Signatures on NextPage]
| _ 10 - OAK #4890-2776-313vl (Rey.9/202I)
Item #6.7.
Byim—
Snideman,
Datam—
By1W Date: “- {
BYMYud a
By:
7Q/iiaéz?éz/AMMV
Kenybn,
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
CITY OF CALISTOGA
Laura City Manager
SDI PRESENCE LLC
Sharee L. Wolff, CFO
Attest
Galvan, City Clerk
Approved As To Form
Michelle Marchetta City Attorney
_ 11_ OAK #4890—2776-373vl(Rev. 9202!)
Item #6.7.
1 1.1
1.6 1.7
1.8 1.9
1.10 1.11
1.12 1.13
EXHIBITA
SCOPE OF WORK
General Support
Contractor willprovidesupport forthe Citydesktop computers and desktop applications.
Contractor willworkwithvendors for application issues beyond routinetroubleshooting procedures and for non-standard, unique third-party software that the City utilizes.
Contractor willprovide 24/7 support for allVl?ndowsand Linuxbased server(s), including virtualservers.
Contractor willprovide24!? management and monitoring of the network infrastructure.
Contractor willprovide 24]? networksecurity and cyber security monitoring and management.
Contractor willprovide centralizedsecurity patches/updates and firmware process.
Contractor willassist and help plan a cybersecurity audit based on principles outlinedby the State of California
Contractor willevaluate steps recommendedbyClSAto prevent ransomwareattacks.
Contractor willevaluate and recommend technological upgrades to the City as needed to improve performance, security, reliability. etc. The City willact as the ?nal decision maker for any proposed upgrades.
Contractor willundertake a study to evaluate how the City's in-house infrastructure can be migrated to the cloud for increased security, determine cost tradeoffs, ease of use and better scalability.
Contractor willidentify, evaluate, and recommend any third-party software tools that the City willbe required to procure. The Citywillact as the ?nal decision maker for any software licensed by, or for, the City, procured with City funds. or required to be reimbursed with City funds.
Acceptance Testing and Documentation of Procedures. Following the completion by Contractor of any deliverables required by this Agreement that result in operational changes or new processes, City willtest each process/procedure in accordance with standard industry procedures, noting in writingwhether the deliverable willbe accepted (?nal acceptance) or ifmodi?cations are required. Following ?nal acceptance by City, Contractor willprovide writtendocumentationprocedures withinthirty (30) calendar days of the effective date of ?nal acceptance.
Contractor Staf?ng: Contractor willprovide technical staff that are knowledgeable and trained to carry outthis Scope and Services. Based on ongoing ITneeds.staf?ng levels may change upon mutual agreement between Contractor and City. Managed Service staf?ng includes:
1.13.1 Dedicated Account Manager - Act as the main point of contact between Contractor and City.
1.13.2 Desktop and Server Engineer - Technical skills necessary to support current and future City desktop, mobileand peripheral infrastructure.
1.13.3 Systems and Network Engineer - Technical engineering support forthe City's servers and network infrastructure.
1.13.4 Chief Technology Of?cer! Director of IT- Serve as the Senior Engineer, Strategist and Technology Consultant to the City.
Item #6.7.
1.13.5 Project Manager-will provide tools, documents, techniques. and resourcesto support managed services and approved projects.
1.13.6 Continuing Education and Training — Contractor willensure allstaffcomplete all necessary training and credentialing to provide this Agreement’s services.
1.14 CityResources - The City willprovide Contractor with resources as needed to carry out services such as facilitiesaccess, sewer, and networkaccess, and temporary workstations.The Citywillrespond as quickly and completelyas possible to enquires made by the Contractor.
Contractor willcommunicate in advance to the Citywhen assistance is required.
Citywillprovide a designated point of contact for Contractor. 2 Service Delivery Areas
(1) Base Services
(2) Desktop and Server Services
(3) Networkand Security Services
2.1 Services not includedare related to the implementation of new infrastructure or new software systems/solutions. Contractor willprovide cost estimates to the City for all none- included services as needed. The cost estimate should be itemized with descriptions of each item.
3 Base Services
3.1 Purchasing
3.1.1 Contractor willbe responsible for making recommendations on lT-related equipment (hardware) and software and coordinating with vendors as requested, Citywillmake purchase.
3.1.2 Contractor willbe responsible for obtaining quotes for maintenance or warranty renewals and reviewing the terms and conditions of the City's maintenance and support agreements. Contractor willfollow all City purchasing policies. The City willact as the ?nal decision maker for any hardware or software purchases made on behalf of the City. procured withCity funds, or required to be reimbursed with City funds.
3.1.3 Allhardware and software purchases willbe updated inan asset database with serial numbers, warranties, and expiration dates and willbe re?ected in the annual Tech Audit.
3.2 Project Management and Delivery
3.2.1 Contractor willdeliver and manage projects with a high level of professionalism and skillto ensure timelines, scope and budgets are adhered to.
3.2.2 Contractor willprovide a consistent methodology for all technology projects (i.e.. planned during the yearly budget process, ad hoc projects) to ensure successful projects.
3.2.3 At City’s sole discretion.new technology or application implementation requiring project management and services, maybe sole-sourcedto the Contractor or maybe submitted for outside bids.
Item #6.7.
Service Type Service Delivery
3.3 Documentation
3.3.1 Contractor willcreate and maintain accurate and updated technology documentation, including, but not limited to:
3.3.1.1 Device con?guration version control
3.3.1.2 Change controldocumentation, including thorough test plans.
3.3.1.3 Standard procedures (i.e.. patch management)
3.3.1.4 Updated equipment/application/warranty/licenselists.
3.3.1.5 Vendor contact list
3.4 Service Level Metrics, Availabilityand Response Times
3.4.1 Support Tracking
Contractor will utilize an interactive ticketing system that tracks each ticket from initiation to completion. The system willserve as the central communication hub between the Contractor's helpdesk and City users. In addition, the Contractor will provide a weekly report on outstanding support tickets to the City as well as a secure web portal where tickets can be viewed by the City in real-time.
3.4.2 Service Levels aims to ensure that the Contractor meets City's business requirements for availability, reliability, and secure services that are backed by service levels. By meeting these objectives, City aims to:
ensure end-user experience and productivity . standardize hardware and software environments ensure security, data management, and backup
- ensure asset management and control
3.4.3 Contractor willfollow industry best practices, speci?cally the "Service Operation" standards outlined by the Information Technology Infrastructure Library (lTlL).
Contractor willuse processes governed by a Service Level Matrix ("SLM") and a set of Service Level Objectives ("SLOs") to identify incidents (i.e., alerts and/or events), de?ne each incident‘s priority level (de?ned by that incident's urgency and impact), respond to incidents in order of priority, and ultimately resolve incidents as quickly as possible.
Help Desk hours are de?ned as 7:00am
to 6:00 pm Monday through Friday
7:00am to 5:00pm. Monday ' except for City holidays. Regular Service Friday Networksupport 24X7X365 is included i
pricing. n
After 6:00 pm and before 7:00 EeSktOP supper; phrformed by . am after hours of service h
ontractor out?edte nrorrltgal bUS
Monday— Friday ours, on wee en sor or ayswn e
Allhours Saturday, Sunday Fégeedcaatrt?gcatppr overtime rates After Hours
Service (desktop
services only)
Item #6.7.
tical P2 —- Imponant P3 — Normal P4 — Low
Obiedive
ncident
' De?nltlon
Pn
Table 1 - Service Level Metrics/ Objectives
Table 2- Priority Levels
Metric
AvailabilityNetwork Support
Operations
AvailabilityHelpdesk
Acknowledgement
Status Updates
Resolution Plan
Resolution Time
Objective
24x7x365
24x7x365
15 minutes
30 minutes
< 4 hours
90% resolved
in less than 4
hours
Objective
24x7x365
24x7x365
15 minutes
2 hours
< 8 hours
90% resolved
in less than 8
hours
Objective
24x7x365
24x7x365
30 minutes
8 hours
< 8 hours/NBD
75% resolved in
less than 16
business hours
24x7x365
Regular Service
Hours
30 minutes
12 hours
< 3 days
175%resolvedinless
than 1 week
Typically, an emergency incident affecting all or most users and that is halting the use of critical "line of business" applications and/or access to the networkor a data/security breach.
Examples: Emailserver(s) not sending/receiving email, Internet connectiondown, database server appears of?ine. etc.
P2 —
Important
Likely affecting multiple users and impairing access to one or more criticalbusiness applications, though, not resulting ina complete stoppage ofwork.
Examples: Slow/intermittent Internet connectivity, backup failures, imminent server crash due to lack of hard disk space, etc.
P3 - Normal
Workarounds are likelyavailable.
Typically affecting between 1 and 5 users and generally non-criticalin nature.
Examples: User cannot print to a network printer, user's domain account locked ’
due to unsuccessful password entries, a user has deleted an email by accident and wants it restored, etc.
P4 - Low
impacting. Workarounds available.
The problem affects no more than a few users and is typically non-business Examples: User has some "dead pixels" on her monitor, user application displaying persistent error messages with no impact to use of the application. occasional static heard on a particular VolP phone. etc.
Item #6.7.
-_ I I' F!-
3.4.4 Contractor willdeliver a monthly report (SLO Report) documenting performance according to the agreed-upon service levels set forth above. Any SLAthat is not met willrequire a remediationplan included in the SLA Report that willbe implemented in less than 30 days.
3.5 AccountAdministration,Management. and Reporting
Contractor is responsible for maintaining a high level of service and accurate reporting on that service. Account administrationincludes.but is not limitedto, the following services and reports:
3.5.1 Prepare and deliver Service LevelObjectives Reports (monthly)
3.5.2 Help Desk tickets or reported incidentsthat have been open more than three days can be escalated by the City via the real-time portal and willbe included in the bi-weekly meetings and monthly ticket reports.
3.5.3 Summary report of all tickets opened. closed, or worked during the month, witha status for each.
3.5.4 Prepare and provide monthly, quarterly. and annual Customer Satisfaction reports based on the responses from closed tickets.
3.5.5 Perform Annual Technology Auditto include the current state of all hardware. software.licenses, vendors, diagrams. and recommendationsfor improvements. innovation, new technology. including improvement and sustainability projects As part of this audit, the Contractor should present the City with all upcoming hardware and software technologies that willhelp improve the performance of City's hardware and software. which willeventually help improve City's services.
3.5.6 Attend ITmeetings (quarterly) on-site or via teleconference withdepartment IT user group and or Executive Team.
3.5.7 Conduct bi-weekly ITstatus update meetings with City designated point of contact.
3.5.8 Provide status ofservice request or project (as needed).
3.5.9 Decommission and remove hardware, including hard drives incompliance with DOJ/CJIS policies.
3.6 Asset Management Services include:
3.6.1.1 Physical inventory
3.6.1.2 Asset receiving
3.6.1.3 Asset tracking
3.6.1.4 Software license management
3.6.1.5 Asset cascading and disposal
3.7 Change Management
3.7.1 Managing and minimizing disruption to end-users is critical in delivering high levels of customer service. Therefore, Contractor willutilize a Change Management methodology to support the City. The change control structure willinclude roles and responsibilities, required inputs and outputs, and communication requirements. Identify any areas where speci?c processes or procedures needs to be adhered (e.g., application vs. infrastructure).
3.8 Transition/Onboarding
3.8.1 The Contractor willprovide onboarding and transition services by working closely withCity contacts and existing ITproviders to ensure the City’ssystems and technology works seamlessly.
Item #6.7.
3.8.2 Contractor willconduct a security assessment and provide a report to the City of ?ndings and recommendationsto ensure the City's system are secure and stable.
3.8.3 Contractor willmeet weekly during the ?rst 100 days withthe City. 4 Desktop and Server (Intel based) Services
4.1 Help Desk management. maintenance.and monitoring activitiesforthe operation and performance of networkequipment, desktops. peripherals, and telephone equipment.
Item #6.7.
4.4 4.5
Contractor willprovide a full-serviceHelp Desk from 7:00 am. to 6:00 p.m., withabilityto provide on-site resources(as needed) Monday through Friday that willinclude escalation resources, as well as 24 hour on-callresources for urgent prioritiesthat may need immediate response on-site and/or remotely.
Contractor willprovide support for MicrosoftWrndows(Windows 10 and Windows 11), M36 5 Of?ce Apps, MicrosoftServer (multiple 08 versions)
Contractor willprovide support for Cityemailservices (M365) Contractor willmanage all aspects of Help Desk service delivery as a single point of contact, including:
4.5.1 Allproblem resolution(Tier 1, 2, 3)
4.5.2 Service request tracking
4.5.3 Problemmanagement
4.5.4 Callescalation management
4.5.5 Dispatch
4.5.6 Knowledgemanagement
4.5.7 Self help
4.5.8 New Employee Onboarding / training on how to use the help desk.
4.5.9 Manage the team providing servicesto City.
4.5.10 Manage the performance ofContractors personnel and services and continually seek opportunities to enhance and improve performance.
4.5.11 The City.workingwiththe Contractor.willset orchange the prioritiesoftickets.
4.5.12 Amaximumof two City staffrequires the abilityto adjust prioritieswithin the ticketing system.
4.5.13 ProvideCitymonthly service level reports and access to the help desk portal.
4.5.14 Staffmay participate in receiving alerts and alarms. (e.g.. Wr-Fi,server room temperature, hardware issues)
4.6 Operations willbe focused on delivering exceptional customer service. The Contractor will be required to measure and monitor customer service and provide monthly reports on customer sen/ice delivery. The contractor willalso provide a process for customer service escalations and remediation.
4.7 Desktop HardwareI So?ware Maintenance Support
4.7.1 Service provided in this area supports desktops hardware and software, laptops hardware and software, and the peripheral devices attached to them. A wide variety of applications are in use across the departments.
4.7.2 Desktop Client Services include:
4.7.2.1 Hardwarebreak/?x
4.7.2.2 Software break/?x
4.7.2.3 Peripheral break/fix (i.e., printers. scanners, copiers, fax, audio/visual equipment Note: Contractor willnot be expected to fix alv related equipment (e.g.. Crestron) but rather help diagnose issues and ifnecessary, recommend replacement hardware. Contractor willcoordinate with the City's preferred vendor for copier and printer repairs and maintenance.) Item #6.7.
4.7.2.4 Technology refresh (includes planning and coordinationwithCity staff).
Included in annual costs is planned technology refreshes for existing equipment (e.g., computers, laptops, servers, printers. switches.?rewalls)
4.72.5 Trainingroomsetup (setup equipment in miscellaneous locations, as needed)
4.7.2.6 Installations, moves, adds, and changes.
4.7.2.7 Troubleshootand ?xdesktop (on site or remotely) and networkissues.
4.7.2.8 Provide support to Emergency Operation Center (EOC) to ensure network connectivity to EOC internet connection and phone lines.
4.7.3 Desktop ApplicationServices include:
4.7.3.1 Basictroubleshooting/connectivityto support allCityapplications.
4.7.3.2 Image management
4.7.3.3 Patch management (all applications)
4.7.3.4 Provideand maintainsecurity on all endpoints (antivirus)
4.7.3.4.1 Implement antivirusautomated scheduled scans and automaticde?nition updates (no manual updates or scan)
4.7.3.5 Electronicsoftware distribution
4.7.3.6 Integration and testing
4.7.3.7 Support laptops, tablets, iPads and mobile devices (cell/smart phones)
4.8 Third-Party So?ware Support
4.8.1 The contractor willprovide basic support of allthird-party business application used by the City.
4.8.2 Basic support could include connectivityto the application, potential account setup, and upgrade support.
4.8.3 Provide support to miscellaneous utilitysoftware (i.e., Adobe, Cisco WebEx, Zoom, Scanner/OCR.Dymo Label, RingCentraI).
4.8.4 CityWebsite Support willbe provided on a best effortbasis and coordinate withthe City’s webmaster as required.
4.8.5 Contractor willprovide administrativesupport forthe entire Microsoft 365 environment licensed by the City.
4.8.6 Contractor willevaluate any software for any security vulnerabilities due to software supply chain issues, encryption of sensitive data and robust access control requirements.
4.9 MicrosoftServer Administrationand Security
4.9.1 This section includes the maintenance of all aspects ofserver security, incident management, virus and malware protection, access control, and auditing.
4.9.2 Contractor responsibilitiesinclude, but are not limitedto:
4.9.2.1 Microsoftserver administration:with access provided by City, set up users, manage access to resources (?le shares/printers), and implement security for each per City requirements.
4.9.2.2 Provide server-side support for printqueues, end users withprinter issues and coordinate with City's managed printer vendor.
4.9.2.3 Provide allsupport for VMWareServer Environment.
4.9.2.4 As needed support VolP (i.e., networking City utilizes RingCentral, TEAMS).
Item #6.7.
4.9.2.5 4.9.2.6
4.9.2.7 4.92.8
4.9.2.9 4.9.2.10
4.9.2.11 4.9.2.12
4.9.2.13 4.9.2.14
Support the City's antivirussolution(solution requires approval by City).
Ensure City security policies are enforced on endpoints.
Perform regular maintenance and auditing to ensure security on alldevices.
Monitorand respond to logs on endpoints, antivirus, patching.
Ensure servers and devices have the latest available security patches and ?rmware installed.
Implement a remote access tool to maintain a secure
remote access environment using appropriate
technologies.
Provide remote access administrationthat complywithCitypolicies.
Support and maintainActiveDirectoryand Group Policies.
Apply and maintainCity policiesfor?le system
security and user access.
Assist withthe development of new ITrelated policies and the updating of existing policies as needed.
4.9.3 Storage, Backup &Disaster Recovery
4.9.3.1 4.9.3.2
4.9.3.3 Support storage environment.
Contractor willmanage and ensure the recoverability of allCity data based on agreed upon backup and retention schedules.
Provide allsupport relatedto backup solutionsincluding but not limitedto:
0 Manage backup system and Storage Area Network(SAN) . Perform backups and snapshots in accordance with established backup schedule. . Maintainbackup so?ware and infrastructure. . Perform ?le and database recovery from backup media or snapshots and as requested; perform monthly backup
recovery testing.
Manage and monitorlocation of all backup media in
accordance with media retention schedule.
Schedule transport and destruction requests.
Perform and document annual backup media disaster recovery test.
4.9.4 Secure Large FileTransfer Services
Contractor willprovide support to assist withlarge ?le transfers. 5 Network and Security Services
5.1 Contractor willprovide 24x7x365 networkand security services.
5.2 Contractor willmanage the City's networkand provide network engineering,administration. maintenance.and projects services.
5.3 Contractor willprovide a next generation security information and event management (SIEM) networking management and monitoring software system.
Item #6.7.
5.4 Networkadministrationincludes maintaining and monitoring the communicationthrough the City network, ensuring optimal performance. This includes but is not limitedto document and support ofthe ?rewalls, switches. and VLANs.
5.5 Security administrationincludes the maintenance of all aspects of information seCurity, incident management, ?rewallservices, intrusionprotection, penetrating services, system security and auditing.
5.6 The communication/networkresponsibilitiesincluderegular patching. updates, ?rmwar e
and service pack updates, network operating system upgrades, and the monitoring. maintaining, and optimizingof allthe services and devices. The network projects include documenting and ensuring standardizations across the network(e.g., VLANS, device management).
5.7 The network services willalso include maintainingthe current environment, as well as changes and improvements to existing operations, including new capabilities. Networkservices changes willbe scheduled in advance (unless needed for security or other emergency purposes).
5.8 The responsibilitiesinclude.but are not limitedto:
5.8.1 5.8.2
5.8.3 5.8.4
5.8.5 5.8.6
5.8.7 5.8.8
5.8.9 . 5.8.10
5.8.11 5.8.12
5.8.13 Maintainall ?rewall, routers, switches, and VPNs; provide network design and engineering expertise to maintain network.
Maintaining all WAPs withthe assistance of current third-party maintenance provider
Evaluating and applying security patches and upgrades
Monitoringnetworkperformance and capacity
Identifyingpotential limitationsbeforetraf?c on the network increases to the point that it affects system performance.
Supporting as needed the VolP infrastructure (connectively issues) and coordinate as needed with current third-party maintenance provider.
Keeping inventory and maintenance records for all network equipment and ensuring documentation and recoverability of network device con?gurations
Providing orscheduling repairs and maintenance necessary to continue operations and meet approved service levels.
Timely coordination and communicationwith City staff
regarding maintenance and upgrades to minimize
impact to City operations.
Diagnosing, investigating. and identifying root cause to network problems; recommend and implement ?xes.
Integration withother Agencies / Applications
Ensure applications are availablefor intemallextemalaccess.
Maintainsecurity settings, software, and ?rmware on all network equipment, computers, and laptops.
I59 v2
Item #6.7.
5.8.14 UtilizeNISTsecurity frameworkand standards to
manage the City's network security program.
5.8.15 Networkdiagrams.
5.8.15.1 The documentationwillbe audited and inventoried on an annual basis. A quarterly update willbe sent to the
designated ITcontact for review.
Inaddition to the base services indicated inthe above scope of services.the City anticipates there being additional costs for the following projects over the course of the three-year contract:
Business Impact Analysis | Business Continuity | Disaster Recovery Plans.
CJIS compliance, informed by the above work.
Microsoft Teams Calling for remainder of city locations outside of city hall. . Expanded SD-WAN city-wide. . Implement the new PC deployment tools — result in a long—termcost savings avoiding manual setup and multiple hours per PC.
MicrosoftOneDrive and SharePoint transition.
UPS assessment and replacement.
Enterprise Document Management.
EOC upgrades.
v2
Item #6.7.
EXHIBIT B
Compensation
CITY shall pay CONSULTANT forthe Services on a cost reimbursement basis, up to the Cost Ceiling (as de?ned in Section 2.1 of the Agreement). CONSULTANT agrees to use appropriate methodsto contain its fees and costs under this Agreement. Compensationshall includeonly the following costs, which shall all count towardthe Cost Ceiling:
1. Direct Labor
Direct labor costs shall be the total numberof hours worked on thejob by each employee times the agreed hourly rate for suchemployee's labor as set forth on the attached Exhibit 3-1. CITY will pay all personnelat their regular straight-time rate, including any work performedon overtimeor on holidays or weekends.
2. SubconsultantCosts
Subconsultantservices shallbe billedat cost plus a 10 percent markup. CONSULTANT shall providea copy of each subconsultant'sinvoice for which it seeks payment from CITY with any invoice in which such payment is requested. v2
Item #6.7.
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OtyDesldops
Otylaptops
Hinter/(hpias(Srarp)
Hinters/Hclter
Physical W5
Virtual m
MasScrape
andSecurityServices(FlatAll
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IfanagedStitches
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Cloudmelt-up
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3.90.66$ 42.84792$ 3.69663$ 44,347.60$ 3,824.98$ 45,899 .76
5.962679 71.552049 6,171.36 74,056.36$ _ 6,387.36$ 76.
6483
3 Included Included Included Included
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Included Included Included Included Included
Included Included Included Included Included
Included Included Included Included Included
1,040.00$ 12.480006 1,076.40I 12.916806 1,114.075 1336
Included Included Included Included Included 889
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6 13891696 6 14045
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In addition to the base services indicatedin the above spreadsheet,the City anticipates there being additional costs for the following projects over the course of the three-year contract. These costs would not exceed $200,000 over the course of the three-year contract.
Business Impact Analysis | BusinessContinuity | Disaster Recovery Plans.
CJIS compliance, informedby the abovework.
MicrosoftTeams Calling for the rest of the city
ExpandedSD—WANfor the rest of the
Implement the new PC deployment tools — result in a long-term cost savings avoiding manual setup and multiple hours per PC.
Microsoft OneDrive and SharePointtransition.
- UPS assessment and replacement. . Enterprise Document Management EOC upgrades
#4823-2508-6l59 v2
\nduded
[nduded
Item #6.7.
OPE ,
DocuSign Envelope ID: 561224C5-35D0-46E3-8443-D1FEDEAAOOCB
AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this nineteenth day of September, 2023, by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as "CITY") and SDI PRESENCE LLC, a Delaware Limited Liability Company (hereinafter referred to as "CONSULTANT"). CITY and CONSULTANT 111ay be referred to individually as “Party" and collectively as the “Parties."
RECITALS
WHEREAS, CITY requires on demand CIO services to address IT needs; and WHEREAS, CONSULTANT is quali?ed to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.
NOW, THEREFORE, for the considerations hereinafter set forth, CONSULTANT and CITY agree as follows:
ARTICLE I - SC OF SERVICES
1.1. Scope of Work. CONSULTANT agrees to furnish the services set forth in Exhibit 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.
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 OAK #4890-2776—3737vl(Rev 9/2021)
Item #6.7.
DocuSign Envelope ID: 561224CS-35DO-46E3-8443-D1FEDEAAOOCB
1.6. 1.7
1.8 1.9
an employee of CITY. Persons employed or utilized by CONSULTANT in the performance ofthe Services will not be employees or agents ofCITY. CONSULTANT is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.
Con?dentiality. CONSULTANT agrees to maintain in con?dence and not disclose to any person. firm. governmental entity. or corporation, without CITY's prior written consent, any trade secret or con?dential information.knowledge or data relating to the products. process, or operation of CITY. CONSULTANT further agrees to maintain in confidence and not to disclose to any person. firm, governmental entity. or corporation any data. information, technology. or material developed or obtained by CONSULTANT during the performance ofthe Services. The covenants contained in this Section 1.6 shall survive the termination of this Agreement for whatever cause.
Ownership of Material. Any reports and other material prepared by or on behalf of CONSULTANT under this Agreement (collectively. the "Documents") shall be and remain the property of CITY. All Documents not already provided to CITY shall be delivered to CITY on the date of termination of this Agreement for any reason. The Documents may be used by CITY and its agents, employees, representatives. and assigns, in whole or in part. or in modified form, for all purposes CITY may deem appropriate without further employment of or payment of any compensation to CONSULTANT. Notwithstanding anything to the contrary in the foregoing and purposed of clarity. CONSULTANT. including CONSULTANTS subcontractors and third-party vendors, shall retain ownership of any pre-existing intellectual property used and/or delivered to the CITY in the performance of the services under this Agreement.
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 ofthe Services.
Testimony. CONSULTANT agrees to testify at CITY's request if litigation is brought against CITY in connection with the Services. Unless the action is brought by CONSULTANT or is based upon CONSULTANT's negligence, CITY will compensate CONSULTANT for the preparation and the testimony at CONSULTANT's standard hourly rates.
ARTICLE 2 - COMPENSATION
2.1. 2.2.
Compensation. Compensation for the Services shall be in accordance with Exhibit B, Compensation. attached hereto and incorporated herein. It is agreed that the compensatio n for the Services shall not exceed $370.000 ("Cost Ceiling").
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. -2-
OAK #4890—2776-373v1(Rev 9/2021)
Item #6.7.
DocuSign Envelope ID: 561224C5-35DO-46E3-8443-D’lFEDEAAOOCB
2.3 2.4.
CONSULTANT shall submit time and cost records as necessary to substantiate performance ofthe Services. Within 35 days after receipt ofeach 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 ofsuch invoice, as veri?ed or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT's work.
CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in CONSULTANT's performance of Services.or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.
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 ofthe Cost Ceiling.
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.].
3.2. 3.3.
3.4. 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 the Eighteenth day of September 2026.
Termination. This Agreement may be terminated at any time by CITY upon written notice to CONSULTANT. CONSULTANT requests at least fourteen (14) days’ prior notice of termination to allow the parties time to wind down/transition services.
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.
Other Remedies. Nothing in this Article 3 shall be deemed to limit the respective rights of the parties to terminate this Agreement for cause or otherwise to exercise any rights or pursue any remedies which may accrue to them.
ARTICLE 4 - DESIGNATED CONTACTS
4.1. CITY Contact. CITY designates RACHEL MELICK, its PARKS AND RECREATION DIRECTOR, as its contact who shall be responsible for administering and interpreting the terms and conditions of this Agreement, for matters relating to CONSULTANT's performance under this Agreement. and for liaison and coordination between CITY and OAK #4890—2776-373vl(Rev 9/202I)
Item #6.7.
ARTICLE 5 N AND INSURANCE
DocuSign Envelope ID: 561224CS-35D0-46E3-8443—D1FEDEAAOOCB
4.2. 5.1
5.2. 5.3
CONSULTANT. In the event CITY wishes to make a change in CITY's representative, CITY will notify CONSULTANT 0fthe change in writing.
CONSULTANT Contact. CONSULTANT designates SCOTT SANDERS as its contact, who shall have immediate responsibility for the performance 0fthe Services and for all matters relating to performance under this Agreement. Any change in CONSULTANT's designated contact shallbe subject to written approval by CITY. - INDEMNIFICATIO
Indemni?cation. 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 ?'om the CITY Parties for the costs of defense.
If CONSULTANT is a “design professional,” as de?ned in Califomia 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, pertainsto, 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.] 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.
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.
Insurance. CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency shall procure, provide and maintain at all times during the performance of this Agreement, and for such additional periods as described herein, the insurance listed below with insurers licensed to do business in the State of California and with a Best's rating of no less than AzVII.
A. Commercial Automobile Liabilitv 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 OAK #4890—2776—373vl(Rev 9/202l)
Item #6.7.
Commercial General Liabillt) Insurance
Professional Liabilitv Insurance
DocuSign Envelope ID: 561224CS-35D0-46E3-8443-D1FEDEAAOOCB 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,
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 protecting against
liabilities arising out ofor 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 Certi?cates ofInsurance evidencing that CONSULTANT has obtained or maintains the insurance required by this Section 5.3. The Certi?cates shall be on forms acceptable to CITY. CONSULTANT shall also furnish CITY with original endorsements with the following documentation:
Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after CITY shall have received written noti?cation thereof from CONSULTANT by United States mail;
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 “severabilitv”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, of?cers, employees and agents as additional insureds (“Additional Insureds”); and OAK #4890-2776-373vl (Rev 9/2021 )
Item #6.7.
DocuSign Envelope ID: 561224CS-35D0-46E3—8443—D1FEDEAAOOCB Providing that for any claims relating to CONSULTANT's services hereunder, CONSULTANT's insurance coverage shall be primary insurance with respect to CITY, its City Council, boards, commissions, committees, of?cers, employees and agents, and that any insurance or self-insurance maintained by 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 ofCITY 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 clue to CONSULTANT any premium costs advanced by CITY for such insurance. These remedies shall be in addition to any other remedies available to CITY.
ARTICLE 6 — NOTICES
All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile or reputable overnight courier and shall be deemed received upon the earlier of: (1) if personally delivered, the date of delivery to the address of the person to receive such notice; (2) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; (3) if sent by facsimile, with the original sent on the same day by overnight courier, the date on which the facsimile is received, provided it is before 5:00 P.M. Pacific Time; or (4) if sent electronically, the date of delivery on the con?rmed read receipt. Notice of change of address shall be given by written notice in the manner described in this Article 6. Rejection or other refusal to accept or the inability to deliver because ofa change in address of which no notice was given shall be deemed to constitute receipt of the notice or 6 OAK #4890-2776-373vl (Rev 9/2021)
Item #6.7.
DocuSign Envelope ID: 561224CS-35DO-46E3—8443—D1FEDEAAOOCB communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:
lfto CITY
Ifto CONSULTANT: Sharee L. Wolff, CFO
200 E. Randolph Street, Suite 3550
Chicago, IL 6060]
Phone: (312) 580-7521
Email: [email protected]
ARTICLE 7 — MISCELLANEOUS
7.] Con?ict of Interest Prohibition. CITY and CONSULTANT will comply with the requirements of the CITY’S Con?ict of Interest Code adopted pursuant to California Government Code §87300 et seq., the Political Reform Act (California Government Code §81000 et seq.), the regulations promulgated by the Fair Political Practices Commission (Title 2, §181 l0 et seq. ofthe California Code of Regulations), California Government Code §1090 et seq., and any other ethics laws applicable to the performance ofthe 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 Con?ict of Interest Code. Form 700 forms are available from the CITY Clerk.
CONSULTANT may not perform Services for any other person or entity that, pursuant to any applicable law or regulation, would result in a con?ict of interest or would otherwise be prohibited with respect to CONSULTANT’s obligations pursuant to this Agreement.
CONSULTANT agrees to cooperate fully with CITY and to provide any necessary and appropriate information requested by CITY or any authorized representative concerning potential 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 ofthe Services, nor may any official, officer or employee ofCITY 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 ofCITY. If CONSULTANT was an employee, agent, appointee, or of?cial of CITY in the previous twelve months, CONSULTANT warrants that it did not participate in any manner in the forming of this Agreement. CONSULTANT understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and _ 7 - OAK #4890-2776-373vl (Rev 9/2021)
Laura Snideman, City Manager
1232 Washington Street
Calistoga, CA 94515
Email: @
-2806
lsnideman ci.calistoga.ca.us
Item #6.7.
DocuSign Envelope ID: 561224CS-35D0-46E3-8443—D1FEDEAAOOCB
7.2 7.3
7.4 7.5.
7.6 7.7.
CONSULTANT will not be entitled to any compensation for CONSULTANTS performance ofthe 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 §l 090 may include criminal prosecution and disqualification from holding public office in the State of California.
Any violation by CONSULTANT ofthe requirements ofthis 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.
Subcontracting. CONSULTANT may subcontract portions of the Services upon the prior written approval ofClTY. 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—subcontractors work. A copy of the CITY indemnity and insurance provisions will be furnished to CONSULTANT’s subcontractors upon request.
Entire Agreement. This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may only be modified by an amendment in writing signed by each party.
No Assignment. The Services are deemed unique and neither party shall assign, transfer, subcontract or otherwise substitute its interest in this Agreement or any of its obligations hereunder without the prior written consent of the other party. As limited by this Section
7.2.this Agreement is to be binding on the successors and assigns ofthe parties hereto.
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.
Counterparts. This Agreement may be signed in counterparts and, when fully signed. such counterparts shall have the same effect as if signed in one document.
Choice of Law. This Agreement and all matters relating to it shall be governed by the laws of the State of California without reference to its choice of laws principles and venue shall be in the appropriate court in Napa County. California.
OAK #4890—2776—373vl(Rev 9/2021)
Item #6.7.
DocuSign Envelope ID: 56122405-35D0-46E3-8443-D1FEDEAAOOCB
7.8 7.9
7.10. 7.11.
7.12. Waiver. No failure on the pait 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 ofa written waiver. such a waiver shall not affect the waiving party's rights with respect to any other further breach.
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.
Interpretation. In the event this Agreement is ever construed in any dispute between the parties, it and each of its provisionsshall 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.
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.
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. CONSULTANTS Services hereunder are being performed solely for the benefit of CITY. CITY shall be an express third-party bene?ciary of all contracts between CONSULTANT and any subcontractors or subconsultants in connection with any services performed in connection with. or in furtherance of. this Agreement. [Signatures on Next Page]
OAK #4890-2776—373vl(Rev 9/2021)
Item #6.7.
DocuSign Envelope ID: 56122405-3500-46E3-8443-D1FEDEAAOOCB IN WITNESS WHEREOF, the patties have executed this Agreement as of the date set forth above.
CITY OF CALISTOGA
By: Date:
Laura Snideman.City Manager
SDI PRESENCE LLC
SW L(”0th Date:
September 7, 2023 | 3:41 PM PD
T
Sharee L WOlff Chief Financial &Administrative Of?cer
B
B Date:
Attest
ana Galvan, Interim City Clerk
Approved As To Form
Michelle Marchetta .City Attorney
_ 10 _ OAK #4890-2776—373v] (Rev 9/2021 )
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Item #6.7.
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EXHIBIT A
SCOPE OF WORK
1. Develop and Implement a Business Continuity Plan. This project would provide for the development ofa Business Impact Analysis and a Business Continuity Plan for the City that would include consideration for the migration of the City’s on-premises business and operational applications to “Govemment” Cloud datacenters.
2. Establish IT Governance. Establish a formal, city—wideprocess for IT Governance and convene IT Governance meetings on a routine basis.
3. Review IT Services Contract. The City’s contract with its IT services provider is dated, the statement of work is not well-defined and aligned with the City’s current requirements and expectations and does not include critical components including: Service level standards and a Service Level Agreement (SLA). consultation with the City regarding priorities and the allocation of hours, access to the Help Desk ticketing system, migration of applications to “Government" cloud services in-lieu of procuring and maintaining on-site IT infrastructure, periodic status reporting to the City. 4. Telephony Review. The City makes use of a number of telephone services including an AT&T Centrex system for desk phones and Verizon wireless plans for Smart Phones and iPads. The City has been experiencing dif?culties in its use ofthe AT&T Centrex system. The City had a study ofits use of wired and wireless communications in 2020/21 which identi?ed a number of cost savings for the City. but it is unclear as to whether these recommendations have been acted on. This project would provide for a review of the City‘s current use of telephone services with the objectives of:
a. determining the status of the recommendations made in 2020/21. b. determining if the City could obtain additional cost reductions through the use of the CalNet agreement,
c. identifying projects that would have to be completed (such as repairs and upgrades to the City’s wide area network) to support an eventual migration to VoIP phones, d. identifying short-tenn steps that could be taken to improve the City’s use ofits telephony assets.
5. IT Asset Refreshment Plan & Budget Fund Cleanup. The City’s contracted IT service provider is responsible for refreshing components of the City’s IT infrastructtu‘e. This project would provide for:
a. the review and update of the City’s inventory of IT Assets, b. the development of a formal IT Asset Refreshment plan based on the inventory and that considers the City’s need for mobility / remote work and to migrate from on-premises IT infrastructure to Government Cloud-based services,
Item #6.7.
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DocuSign Envelope ID: 561224CS-35D0-46E3-8443-D1FEDEAAOOCB c. the creation ofa dedicated budget fund for IT asset refreshment.
6. IT Budget Fund Review. The City does not have a fully dedicated budget fund for information technology. This project would provide for the creation of a budget fund that is speci?c to information technology, i.e._.software license purchases and renewals.services, etc.
7. MOMS Replacement Review. The functionality provided by MOMS has met the City‘s basic requirements for payroll, accounts payable, budget, and utilitvbilling; however.the City’s requirements and expectations have grown beyond the functionality provided by MOMS.
8. Recruitment Automation. Applicants can submit digital resumes to the City, the processing oftheir employment applications is handled manually from that point forward through hiring. This project would provide for the identification, procurement, and implementation of functionality to automate the hiring process.
9. Web-site Review. The City has experienced problems in keeping the content on the website current and having the web-site function as intended due to the limitations of the content editor.
This project would provide for the review of the City‘s website to determine if it can be replaced by a website with a more modern, configurable, and user-friendly tool set that would better support public information and community engagement. 10.
Document / Content Management System. This project would provide for:
a. the development of a Needs Analysis for the selection and implementation of an enterprise content / document management system, b. the procurement and implementation of the system
c. the development ofa plan to digitize and index existing hard-copy documents. ll. EOC Improvements. The Emergency Operations Center (EOC) does not have any dedicated desktops, displays, printers. etc., assigned to it; the EOC does not have suf?cient power and network connections to support its use in an emergency; the City does not have any dedicated EOC management software (such as WebEOC or Virtual EOC) to develop and update response plans and to coordinate alerts and the assignment of personnel to the EOC in an emergency. This project would provide for the development of a study to identify the equipment and infrastructure required to make the EOC fully operational, utilizing State and Federal grant funds if possible, and then upgrade the EOC to better support the City’s requirements and to conform with state and national standards. CIO would work in close collaboration with Public Safety Chiefs to determine grant availability and support.
12. Fire Automation. The Fire Department and the Fire Station have a number of shortcomings related to information technology. This project would provide for the preparation of a prioritized list ofprojects to remediate these issues. CIO would work in close collaboration with Public Safety Chiefs to determine grant availability and support.
OAK #4823-2508-6159 v2
Item #6.7.
DocuSign Envelope ID: 561224C5—35DO-46E3-8443-D1FEDEAAOOCB
EXHIBIT B
Compensation
CITY shall pay CONSULTANT for the Services on a cost reimbursement basis, up to the Cost Ceiling (as defined in Section 2.1 of the Agreement). CONSULTANT agrees to use appropriate methods to contain its fees and costs under this Agreement. Compensation shall include only the following costs, which shall all count toward the Cost Ceiling:
1. Direct Labor
Direct labor costs shall be the total number of hours worked on the job by each employee times the agreed hourly rate for such employee’s labor as set forth on the attached Exhibit 8-]. CITY will pay all personnel at their regular straight-time rate, including any work performed on overtime or on holidays or weekends.
2 Subconsultant Costs
Subconsultant services shall be billed at cost plus a 10 percent markup. CONSULTANT shall provide a copy ofeach subconsultant’sinvoice for which it seeks payment from CITY with any invoice in which such payment is requested.
Other Direct Costs
L2.)
The following categories of costs are eligible for reimbursement.which shall be made at the actual cost to CONSULTANT without any additional mark-up:
a. Reasonable living and traveling expenses of employees when away from home of?ce on business in its prosecution ofthe Services. CONSULTANT must have prior approval of CITY to be reimbursed for these expenses.
b. Automobile expenses for personal vehicle use. if necessary, at the IRS approved mileage rate.
c. Reproduction ofdrawings and specifications by CONSULTANT as required under this Agreement, at rates prevailing in this community for bulk reproduction or at other reasonable rates approved by CITY.
d. Special overnight delivery or messenger services.
Payments to CONSULTANT for reimbursable costs/expenses will be made only after the speci?c costs/expenses have been incurred and CONSULTANT has submitted substantiating documentation.such as copies of paid invoices or other documentation confirming that such costs/expenses have been incurred.
Item #6.7.
DocuSign Envelope ID: 561224CS-35D0-46E3-8443-D1FEDEAAOOCB EXHIBIT B-l
Two weeks of onsite work at an average of 32 hours per week each month for the ?rst three months. During the offsite weeks for the ?rst three months, work would average up to 24 hours each week. After the ?rst three months, onsite visits would occurjust once per month, with eight hours of work on average.
The hourly rate would be as follows: $175 for the ?rst twelve contract months; $190 for the second contract year; and $205 for the third contract year. Over the course of three-year contract, the overall time and materials contract not to exceed ?gure would be $320,400.00.
Overall travel for the three—yearbase contract is estimated to be $42,000.00.
The total amount to be paid to the consultant shall not exceed $370,000, including a $7,600 contingency, over a three-year period.
Item #6.7.
RESOLUTION NO. 2026-XX
ADOPTED XXXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA
AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH SDI
PRESENCE LLC FOR INFORMATION TECHNOLOGY MANAGED SERVICES AND
CONTINUED VIRTUAL CHIEF INFORMATION OFFICER SERVICES
WHEREAS, the City has an existing agreement with SDI Presence LLC for managed information technology services through June 30, 2028; and WHEREAS, the proposed amendment will add virtual Chief Information Officer (“vCIO”) services, including strategic technology oversight, project management, technology assessments, vendor coordination, cybersecurity and cloud planning, policy development, and management of the City’s information technology budget; and WHEREAS, the vCIO services will be provided from August 25, 2026, through June 30, 2028, at a total cost of $308,880, increasing the agreement’s not-to-exceed amount from $615,225.70 to $924,105.70; and
WHEREAS, funding is included in the adopted Fiscal Year 2026-27 budget and will be requested in the Fiscal Year 2027-28 Information Technology budget under Account No. 117-4975.
NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of Calistoga hereby authorizes the City Manager to execute an amendment to the Agreement for Consultant Services with SDI Presence LLC to add virtual Chief Information Officer services from August 25, 2026, through June 30, 2028, in the amount of $308,880, increasing the total not-to-exceed amount of the agreement from $615,225.70 to $924,105.70.
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 25th 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 #6.7.