St. Helena City Council
February 8, 2022

Policy
Financial Policy
City of St. Helena
Administrative Policy
Finance

P-FI-0016
f. The ACFR will be completed no later than December 31st following the close of the fiscal year.
g. The City is encouraged to submit the Annual ACFR to State and/or national government finance professional organizations
(Governmental Finance Officers’ Association’s Certification of Achievement for Excellence in Financial Reporting, California Society of Municipal Finance Officers ACFR Award) for independent review and evaluation.

L. Review and Update
This financial policy will be reviewed periodically and updated, if necessary, to reflect any changing requirements.

Agenda Item #9.6.

CITY OF ST. HELENA
RESOLUTION NO. 2022-__
Resolution approving Revision No. 3 to City of St. Helena City Council Policy P-FI-0016 Financial Policy and repealing and rescinding Resolution 2019-109 and any previous policies or administrative memoranda which are inconsistent with City Council Policy P-FI-0016, Revision No. 3.

RECITALS
A. The City recognizes that fiscal policies and procedures are necessary for efficient, effective, and proper accounting of City spending; and
B. On November 27, 2018, City Council adopted City Council Policy P-FI-0016 Financial Policy via Resolution 2018-161; and
C. On February 12, 2019, City Council adopted Policy P-FI-0016 Revision No. 1 Financial Policy via Resolution 2019-12 updating Section G. Debt Management to ensure compliance with SB 1029; and
D. On September 10, 2019, City Council adopted P-FI-0016 Revision No. 2 Financial Policy via Resolution 2019-109 updating Section B. Annual Operating Budget to add a clear definition of, “balanced budget” and Section K. Financial Reporting has been updated to include a requirement that all checks over $50,000 are report to City Council during the quarterly report; and
E. On October 19, 2021, the Governmental Accounting Standards Board (GASB) issued a pronouncement that changes the name of the most extensive report prepared following it standards to the Annual Comprehensive Financial Report, or ACFR; and
F. On January 31, 2022, at a Special City Council Workshop, Council discussed the Financial Policy which, in it current form, does not allow for other funding mechanisms in the enterprise funds to support critical infrastructure projects which are in need of short-term repair, repair in emergency circumstances, or under government regulations in which the current rate structure may not support the cost of the project or, if included in the current rate structure, may present an unreasonable burden to the City or its taxpayers and ratepayers; and G. City Council provided direction to staff to work with the City Attorney to update the language in the Financial Policy to allow for other funding mechanisms in certain situations; and
H. The above referenced changes are presented to City Council for adoption; and Agenda Item #9.6.

I. To avoid any inconsistencies with policy application, it is necessary to repeal and rescind any previous policies and procedures which conflict with City Council Policy P-FI-0016 Financial Policy, Revision No. 2.

RESOLUTION
NOW, THEREFORE, the City Council of the City of St. Helena resolves as follows:

1. Approves Revision No. 2 to City of St. Helena City Council Policy P-FI-0016 Financial Policy; and

2. Repeals and rescinds any previous policies or administrative memoranda which are inconsistent with City Council Policy P-FI-0016 Financial Policy, Revision No. 2.

Approved at a Regular Meeting of the St. Helena City Council on February 8, 2022, by the following vote:

Mayor Ellsworth:

Vice Mayor Dohring:

Councilmember Chouteau:

Councilmember Hall:

Councilmember Hardy:

APPROVED: ATTEST:
________________________ ________________________
Geoff Ellsworth, Mayor Cindy Tzafopoulos, City Clerk
Agenda Item #9.6.

February 5, 2022
Public Comment Re Proposed Revision to
Financial Policy P-F1-0016
(February 8 Council Meeting, Agenda Item 9.6)
The Council should reject the proposed revisions to Financial Policy P-F1- 0016. They are lousy public policy. Indeed, they smack of desperation.

In 2018, when the current policy was approved, there was full Council recognition that taxpayers and ratepayers are not one and the same or otherwise aligned. Hence, in 2018, the Council reviewing team, which included me, tightened the policy wording. The goal in the clear wording that resulted was to ensure that General Fund monies, from taxpayers, were not used to support the Water and Wastewater Enterprises. This was in accord with sound and widely recognized municipal finance practice. In unanimously approving the policy the Council was adopting best practices, which is what as a City should always seek to implement.

The proposed revisions are a full retreat from best practice policy. It puts on the backs of taxpayers obligations that should fall squarely on ratepayers, both inside and outside City limits. The long-term effect of Proposition 13 further creates yet further inequities in imposing ratepayer obligations on taxpayers. The revisions are also unbounded; they effectively allow the Council to raid the General Fund in favor of the Enterprises at will.

Now, it may be that rates needed to support Enterprise improvements will place a serious burden on lower income residents. This is an important concern.

The proper way to address this issue is through a subsidy to qualifying residents from the General Fund. This is in accord with sound financial practice. It leaves the full burden of capital improvements on ratepayers.

For further reference see my public comment submitted in connection with the April 1, 2021 goal-setting session (urging the City to move forward at that time with the Proposition 218 studies.) Please also see my public comment submitted for the January 24, 2022 Special City Council meeting (reviewing the relevant policy language in Policy P-F1 as passed in 2018.)
Alan Galbraith
Mayor, 2014-18
Agenda Item #9.6.

1 Cindy Tzafopoulos
From: Mark Smithers <[email protected]>
Sent: Saturday, February 5, 2022 1:41 PM
To: Geoff Ellsworth; Paul Dohring; Lester Hardy; Eric Hall; Anna Chouteau Cc: Cindy Tzafopoulos
Subject: [External] February 8 Agenda item 9.6 - please post to the agenda To our mayor and city council persons,
First I request that Agenda item 9.6 be moved from the consent calendar, discussed by the council, and provide our citizens the opportunity to comments.

Second, if you are to make adjustments to the language as proposed in the staff report to Policy P‐FI‐016 Section III.

Policy C. Capital Improvement Program subsection 4, the language should not be specific to General Obligation Bonds only and should appropriately recognize that the proposed language doesn’t correctly describe how revenues and assessments are accounted for in the water enterprise and for capital projects.

This proposed language is incorrect: “4. Capital improvements……..except in the event the voters of the City approve taxes or assessments for the purpose of financing such capital improvements, in which case revenues from the voter approved taxes or assessments may also be used to finance those capital improvements.” Taxes and assessments in and of themselves would only generate annual amounts that would only allow capital improvements to progress at the rate of the taxes and assessments are received.  Borrowings (GO Bond, Revenue Bond, direct borrowings) fund / finance capital improvements.  The taxes and assessments repay the borrowings as they “service” the debt.  The language should be changed to properly describe the fundamentals of finance.

This proposed language needs to be expanded: “a. Notwithstanding the above paragraph…..outside voter authorized initiatives such as a general obligation bond.” This should be expanded to include Revenue Bonds and direct borrowing given that both Revenue Bonds and direct borrowings by the water enterprise are the preferred methods of financing in user fee enterprises.  And this proposed language: “For the completion of critical enterprise capital projects, City Council may authorize use of General Fund reserves in the following situations: • Life and safety emergencies • Project completion is required (via mandate, cease and desist order, etc) and the current rate structure does not support the full cost to complete project” needs to include much more direction that provides specifics to the process, analysis,  and attempts to fund such emergencies or projects before General Obligation funds are transferred to the water enterprise given recognized issues surrounding these transfers and the differing tax paying constituents.

The drafted policy changes appear to be rushed.  There is no presentation of discussions with governmental accounting and policy experts nor examples of language from other municipalities for similar policy areas.  The policy changes seem to be proposed to simply fit neatly into the financing discussion currently taking place and not considered from a more well thought through, objective, and unbiased process.

Please consider my comments to better service the future decisions you may be faced with and to provide our citizens with better governance.

Thank you for your continued service.

Mark Smithers
This email is from an employer site.  The employer is not connect to and has no knowledge of its content.

Agenda Item #9.6.

2 Mark Smithers | Senior Vice President, Finance
Trinchero Family Estates
Office: 1‐707‐302‐3027 | Ext. 2612 | Mobile: 1‐707‐290‐4508 [email protected]
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Agenda Item #9.6.

PUBLIC COMMENT Item 9.6
February 7, 2022
Dear City Council,
The drafted financial policy changes you have presented are problematic and appear to be crafted with the primary purpose of pushing your agenda through. Why has this not gone through a process wherein the community had opportunity to weigh in before now? This constitutes poor governance.

I ask that you remove agenda Item 9.6 from the consent calendar.

Sincerely,
Nancy Dervin
Agenda Item #9.6.

Report to the City Council
Regular City Council - 08 Feb 2022
Agenda Section: CONSENT ITEMS
Subject: Consideration and Proposed Approval of a Resolution Authorizing: (1) A Permanent Loan to Our Town St. Helena (OTSH) in an amount of $250,000 for the Development of 963 Pope Street St. Helena; (2) Use of Measure E - Affordable Housing Trust Funds (Fund 752) for this Loan; and (3) the City Manager to Execute all Necessary Documents for this Loan.

CEQA
Determination:

Not a CEQA project
Prepared By: April Mitts, Administrative Services Director Reviewed By: Mark T. Prestwich, City Manager
Approved By: Mark T. Prestwich, City Manager

BACKGROUND
On August 27, 2019, the City Council authorized a loan from the Affordable Housing Trust Fund to Our Town St. Helena (OTSH) to assist with the acquisition of a property located at 963 Pope Street. The purchase price of the property was $850,000 for a 0.29-acre lot, zoned medium-density residential, with a 2-bedroom 1-bath house located near the front portion of the property. The property will be used solely for the use, operation, and development of affordable housing by constructing four additional units on the back half of the property for moderate-to low-income rental tenants.

The City and OTSH entered into a Housing Trust Fund Loan Agreement dated September 10, 2019, in the amount of $450,000 with zero percent interest. The loan had an initial term of twenty-four (24) months and all unpaid sums of the principal amount become immediately due and payable upon the second anniversary date of the promissory note, September 10, 2021.

The remaining balance of the purchase price and initial pre-development expenses were financed with an interest-only loan in the amount of $543,889 from Rural Community Agenda Item #9.7.

Assistance Corp (RCAC) which is in first position for repayment. Interest payments average $1,900 per month, a significant amount for OTSH to continue to pay beyond the initial loan term, which ended in October 2021. At the time the loans were made, OTSH assumed it would have construction and permanent financing in place for the project and the loans could be repaid at the two-year term limit.

Both the City loan and RCAC loan had two-year terms, expiring on September 10, 2021 and October 1, 2021, respectively. At that time, both loans were due and payable in full.

On August 24, 2021, the City Council adopted a resolution which provided OTSH with a 90-day extension to the loan term. The extension allowed OTSH and the City to evaluate loan options for City Council consideration. Similarly, RCAC extended its loan term to October 1, 2022.

Since the time the loans were made, OTSH:
• Acquired the property;
• Prepared plans and obtained City entitlements for four new apartments on the property;
• Processed a lot line merger;
• Completed construction drawings and submitted the drawings to the City of review and approval;
• Selected a general contractor; recorded a 55-year affordable deed restriction on the existing house; and
• Leased the home to a moderate-income family.

During this timeframe, construction costs have nearly doubled due to materials and supply chain issues, labor shortages, and general economic conditions. The current estimated total development cost for the project is $3.7 million.

It has always been OTSH's intention to secure construction and permanent financing to repay the two loans; however, OTSH reports that securing financing for the project has been more challenging than anticipated. Aside from the impacts the pandemic has had on lending institutions and increasing construction costs, small developments are proving more difficult to finance because public funding sources favor projects of 50+ units. With assistance from Napa Valley Community Housing (NVCH), OTSH applied to the State HOME program, the U.S. Congressional Appropriations Committee, and the Silicon Valley Housing Trust’s Apple Fund. Unfortunately, due to the competitive nature of the funding, OTSH was denied for all funding requests.

On November 9, 2021, OTSH learned the Notice of Funding Availability (NOFA) for the State HOME program will soon be released. OTSH believes that in order to be competitive for this funding round, it will be necessary to have a documented permanent loan commitment from the City, even if the funds are not available today. It is the intent of OTSH to pursue State HOME program funding and other public funds as they become available. NVCH has obtained letters of interest from a few private lenders, but the Agenda Item #9.7.

proposed terms are challenging and difficult to negotiate without other funding secured.

Private lender terms will be refined once subsidy sources are committed to the project.

Additionally, in October 2021, OTSH was able to purchase the adjacent property at 951 Pope Street from the St. Helena Hospital Foundation, thanks to a very generous contribution of a private benefactor. Subject to City approval, this acquisition will allow OTSH to expand it current five-unit development to approximately 10 units. OTSH is optimistic this larger project will be more competitive for financing, make a greater positive impact on the community, and assist the City with meetings its RHNA requirements.

OTSH will begin preparing plans and submit a new project application in early to mid2022.

At the City Council meeting on November 23, 2021, OTSH proposed three options to the City Council for consideration to position the project to be competitive for public financing and complete the construction of the affordable housing units. At this meeting the City Council authorized via resolution a one-year loan extension of the current acquisition loan ($450,000 at zero percent interest), extending the maturity date to December 9, 2022. In addition the City Council provided the following direction to staff:

1. Return with a resolution authorizing use of the City's Affordable Housing Trust Funds to pay the RCAC loan interest payments (approximately $1,900 per month) starting in December 2021 and concluding October 31, 2022 when the RCAC loan becomes due; and

2. Return with a resolution authorizing a $250,000 permanent loan from the City's Affordable Housing Trust Fund to OTSH for the development of 963 Pope Street to make the project more competitive for the upcoming HOME funding application.

On December 14, 2021, the City Council authorized via Resolution, the use of Affordable Housing Trust Funds to pay the RCAC loan interest payments from December 2021 through October 31, 2022.

DISCUSSION
Based on City Council direction at the November 23, 2021 Council meeting, staff is recommending approval of a $250,000 permanent loan from the City's Affordable Housing Trust Fund to OTSH for the development of 963 Pope Street St. Helena, CA.

FISCAL IMPACT
The fiscal impact for the adoption of the attached resolution is use of Affordable Housing Trust Funds in an not-to-exceed amount of $250,000. Including the use of $250,000 for the permanent loan, the 6/30/22 estimated fund balance for both the Affordable Housing Trust Fund (Fund 751) and Measure E Fund (Fund 752) are shown in the table below:

Fund 751 Fund 752
6/30/21 Estimated Balance 339,402 225,972
Estimated Revenues FY 22 65,295 196,016
Agenda Item #9.7.

Estimated Expenses FY 22 (112,334) -0-
RCAC Interest Payments (21,000)
Permanent Loan (250,000)
6/30/22 Estimated Fund Balance 271,363 171,988

RECOMMENDED ACTION
Staff recommends approval of the attached resolution.

ATTACHMENTS
Attachment 1 - OTSH $250,000 Permanent Loan Agreement (963 Pope St.) Attachment 2 - Resolution OTSH $250,000 Permanent Loan
Agenda Item #9.7.

83578.00012\34651639.2
1 AFFORDABLE HOUSING TRUST FUND PERMANENT LOAN AGREEMENT (Our Town St. Helena—963 Pope Street)
This Affordable Housing Trust Fund Permanent Loan Agreement (the "Agreement") is made as of February __, 2022 ("Effective Date"), by and between the CITY OF ST. HELENA, a California municipal corporation (the "City"), and OUR TOWN ST. HELENA, a California nonprofit corporation ("Borrower").

RECITALS
A. The City has established and maintains an affordable housing trust fund (the “Housing Fund”) into which monies are deposited to be used solely to increase and improve the supply of housing affordable to households of moderate, low and very low income in accordance with the provisions of Section 17.146.030 of the St. Helena Municipal Code.

B. Borrower is a 501(c)(3) nonprofit corporation dedicated to providing housing opportunities in the City of St. Helena and surrounding communities for moderate, low and very low income households.

C. On September 10, 2019, the City and Borrower entered into a short-term Housing Trust Fund Loan Agreement in the amount of Four Hundred Fifty Thousand Dollars ($450,000.00) (the “City Acquisition Loan”) for the purpose of acquiring that certain property located at 963 Pope Street in the City of St. Helena (the “Property”) as more particularly described in Exhibit A, attached hereto and incorporated herein by this reference. At the same time, Borrower secured an additional short-term loan for the acquisition of the Property from Rural Community Assistance Corp (“RCAC”) in the amount of Five Hundred Forty-Three Thousand Eight Hundred Eighty Nine Dollars ($543,889.00) (the “RCAC Acquisition Loan”).

The RCAC Acquisition Loan is secured by a deed of trust recorded in first lien position against the Property, and the City Acquisition Loan is secured by a deed of trust recorded in second lien position against the Property.

D. The Property is improved with a two bedroom, one bathroom house located near the front portion of the Property (the “Existing Unit”). Borrower is currently leasing the Existing Unit to a moderate income household in accordance with the terms of the City Acquisition Loan and will continue to do so as part of the Project (defined below). Borrower has additionally prepared plans and obtained City entitlements for four new units to be developed on the Property (the “New Units”), which additional units will be leased to low income households.

The Existing Unit and the New Units are collectively referred to herein as the “Project”.

E. Borrower is in the process of seeking construction and permanent financing for the construction and future operation of the New Units as affordable housing. Borrower has requested, and City desires to provide, an additional long term loan of Two Hundred Fifty Thousand Dollars ($250,000.00) from the Housing Fund to assist with the construction and development of the New Units, subject to the terms and conditions set forth in this Agreement.

NOW THEREFORE, IN CONSIDERATION of the mutual agreements, obligations, and representations, and in further consideration for the making of the Loan, the Borrower and City hereby agree as follows:

Agenda Item #9.7.

83578.00012\34651639.2
2 AGREEMENTS
ARTICLE 1.

LOAN TERMS

1.1 Loan.
(a) The City agrees to loan and the Borrower agrees to borrow an amount not to exceed a total of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) (“Permanent Loan”), subject to the conditions and terms of this Agreement. The Loan shall be evidenced by and repayable in accordance with a promissory note (the "Note") in substantially the form attached hereto as Exhibit B and incorporated herein by reference, and shall be secured by a deed of trust, assignment of rents, security agreement and fixture filing (the “Deed of Trust”) to be recorded against the Property in substantially the form attached hereto as Exhibit C. The Deed of Trust shall be recorded against the Property in a lien position subordinate to the deeds of trust securing the RCAC Acquisition Agreement and the City Acquisition Agreement.

The Borrower shall execute and deliver the Note and the Deed of Trust to the City prior to and as a condition to any disbursement of the Loan. The Permanent Loan shall not bear interest, except in an Event of Default, as set forth in this Agreement, the Note, the Deed of Trust, or the Regulatory Agreement (defined below).
(b) The Borrower covenants and agrees for itself, its successors, assigns, and every successor in interest to devote the Project to the operation of affordable housing in accordance with the terms of this Agreement and an Amended and Restated Affordable Housing Regulatory Agreement, the form of which is attached hereto as Exhibit D (the “Regulatory Agreement”), which will amend, replace and supersede the Affordable Housing Agreement entered into pursuant to the City Acquisition Loan Agreement for the period of time specified therein. The Borrower shall execute and deliver the Regulatory Agreement to the City prior to and as a condition to disbursement of any portion of the Loan. (c) The Loan shall be used only in accordance with Section 1.3, below. The City shall disburse the Loan funds to the Borrower pursuant to the disbursement process set forth in Section 1.5 of this Agreement.

In the event of any Default (as defined in Section 4.1, below) by the Borrower hereunder, following notice from the City and the expiration of any applicable cure periods, then the entire outstanding principal amount of the Note may, at the option of the City, become immediately due and payable, together with interest at the default interest rate set forth in Section 9 of the Note, commencing on the date of the Default and continuing until such time as all amounts due under the Note and the Deed of Trust are paid in full, or the Default has been cured, whichever occurs first.

1.2 Term of Agreement. The term of this Agreement ("Term") shall commence upon the Effective Date and, unless earlier terminated as provided herein, shall remain in full force and effect for a period of fifty-five (55) years from the date of recordation of the Regulatory Agreement against the Property.

Agenda Item #9.7.

83578.00012\34651639.2
3 1.3 Use of Funds. The Borrower shall use the proceeds of the Loan only to pay outof-pocket, third-party costs actually incurred by the Borrower, and approved by the City, for development and predevelopment costs for feasibility studies and the planning and development of the Project on the Property, including without limitation predevelopment and entitlement costs of the Project that are listed as eligible uses under the preliminary budget attached hereto and incorporated herein as Exhibit E ("Development Costs").

1.4 Compliance with City, State and Federal Laws and Regulations. Borrower agrees at all times to observe and comply with, and to cause all of its employees, agents, subcontractors, or others working for or under Borrower to observe and comply with all local, state and federal laws and regulations that pertain to the construction, health and safety, labor, fair employment practices, equal opportunity and all other matters applicable to the Borrower, its subcontractors, and the work.

1.5 Disbursement of Loan Funds. The City shall disburse loan funds from time to time as requested by Borrower, upon satisfaction of each of the following conditions precedent:
(a) All representations and warranties made by the Borrower in this Agreement, the Note, Deed of Trust, Regulatory Agreement, and any other related documents shall be true and correct as of the date of the proposed disbursement; (b) Borrower is not in Default under the terms of this Agreement or any other agreement relating to the Property or the Project;
(c) Borrower shall have delivered to the City a written request for a disbursement of funds from the Permanent Loan, together with copies of invoices or other documentation satisfactory to the City to evidence the actual Development Costs (as defined in Section 1.4, above) incurred by the Borrower for which Permanent Loan funds are requested.

1.6 City Not Liable. In no event shall the City be liable to Borrower or any other party, including but not limited to any lender, contractor or subcontractor, for any damage whatsoever which may result in whole or in part from any action or inaction of the City hereunder, including without limitation, failure or delay in funding any proceeds of the Loan, except to the extent of the City’s gross negligence or willful misconduct.

1.7 Repayment of Loan.
(a) All principal and interest on the Loan shall be due and payable pursuant to the terms of this Agreement upon the earlier of (i) the occurrence of any Default hereunder that remains uncured after the expiration of the applicable cure period, (ii) Borrower’s abandonment of the Project or sale or transfer of its interest in this Agreement, the Project or any portion of the Property, other than a transfer permitted under Section 4.02 of the Regulatory Agreement, or (iii) the maturity date of the Note.
(b) In the event the Housing Project is constructed on the Site, the Loan shall be repaid from the Residual Receipts from the Housing Project, as provided in the Note.

Agenda Item #9.7.

83578.00012\34651639.2
4 ARTICLE 2.

GENERAL REQUIREMENTS

2.1 Records. Borrower shall keep all records, accounts, documentation and all other materials relevant to the Housing Project for a period of not less than three (3) years from the date of termination of this Agreement. Upon reasonable prior notice to Borrower, the City shall have the right to inspect any and all records in connection with the Project.

2.2 Report to City. Borrower shall file with the City periodic status reports on Borrower's progress on the development and construction of the Project. Borrower shall submit the first status report to the City within six months following the Effective Date of this Agreement, and shall submit subsequent status reports every six months thereafter until development of the Project is completed.

2.3 City Review and Inspections.
(a) Upon reasonable prior notice to the Borrower, but not less than fifteen (15) calendar days, the City may at any time during the term of this Agreement, inspect all accounting records pertaining to the planning and development of the Project. (b) The City may request any other information that it reasonably deems necessary to monitor compliance with the requirements set forth in this Agreement. Such information shall be promptly provided by the Borrower.

2.4 Audit.
(a) All records, accounts, documentation and other materials deemed by the City to be relevant to the planning and development of the Project shall be accessible at any time to the authorized representatives of the City for the purpose of examination or audit. (b) Any expenditure from the Permanent Loan proceeds that is not authorized by this Agreement or that cannot be adequately documented shall be disallowed and must be reimbursed to the City or its designee by the Borrower. Expenditures not described in this Agreement shall be deemed authorized if the performance of such activities is approved in writing by the City prior to their commencement. Absent fraud or mistake on the part of the City, the determination by the City of the allowability of any expenditures shall be final.

2.5 Insurance and Indemnity.
(a) Indemnity. The Borrower and its successors and assigns shall defend, indemnify, protect and hold harmless the City and its elective and appointed boards, and its officers, attorneys, agents, volunteers and employees, from and against any and all liability, damages, costs, losses, claims, causes of action or expenses (the "Claims"), however caused, resulting from the gross negligence or willful misconduct of the Borrower (including any contractor or subcontractor of Borrower or any person or persons employed by or acting as agent for Borrower, its contractor or subcontractor) in connection with the performance of this Agreement or Borrower's (or subcontractor or any person or persons employed by or acting as agent for Borrower or subcontractor) predevelopment, planning or construction for the Project; Agenda Item #9.7.

83578.00012\34651639.2
5 except to the extent that any Claim arises out of the City’s gross negligence or willful misconduct. Borrower shall pay all reasonable costs of any necessary legal defense and all reasonable attorneys' fees of counsel approved by the City incurred in defending any Claim, whether or not actually filed in any court.
(b) Liability and Property Damage. As applicable, the Borrower, at its own costs and expense, shall at all times cause the Property and the Project to be insured against loss by fire, casualties, liabilities and contingencies, and in such amounts and for such periods as are reasonably acceptable to the City. Borrower, at its own costs and expense, shall also maintain automobile bodily injury and property damage insurance, including all owned, hired and nonowned equipment with combined bodily injury and property damage liability of $2,000,000. The City shall be named as additional insured and loss payee on all insurance policies. During any period of construction, Borrower shall also maintain or cause each and every contractor to maintain a builder's risk form of policy. Borrower shall not be required to maintain earthquake insurance if such insurance premiums are not economically feasible. (c) Workers' Compensation Insurance. As applicable, Borrower shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Divisions 4 and 5 of the California Labor Code and all amendments thereto, and all similar applicable state or federal acts or laws; and shall indemnify, defend, protect and hold harmless the City, and its respective agents, officers and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including attorney's fees and costs presented, brought or recovered against the City, and its respective agents, officers and employees, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by Borrower under this Agreement.
(d) All insurance policies and renewals thereof shall be issued by carriers and under forms of policies satisfactory in all respects to the City. The policies shall stipulate that this insurance will operate as primary insurance and that no insurance held by the City will be called upon to contribute to a loss suffered by Borrower hereunder. (e) Borrower agrees to furnish any certificates of insurance evidencing the above-described policies as requested by the City. Such certificates must be approved by the City within ten (10) days of delivery, before any payments will be made under this Agreement.

If the City fails to approve such certificates within the aforementioned ten (10) day period, the certificates shall be deemed approved. Borrower shall provide City with immediate notice upon Borrower’s receipt of notice of cancellation or a material change in any insurance policy.

Borrower shall promptly file with the City a certified copy of the required new or renewal policy, and certificates for such policy.
(f) If, at any time during the term of this Agreement or any extension hereof, Borrower fails to maintain the required insurance in full force and effect, all work under this Agreement shall be discontinued immediately and all payments due or that become due to Borrower will be withheld until notice is received by the City that the required insurance has been restored to full force and effect and that the premiums therefor have been paid for a period Agenda Item #9.7.

83578.00012\34651639.2
6 satisfactory to the City. Any failure to maintain the required insurance shall constitute an event of Default.
(g) Use of Insurance Proceeds. As applicable, any proceeds Borrower receives from insurance policies issued to Borrower and/or covering the Project, and any proceeds received from any governmental agency due to a partial or complete condemnation of the Project, shall be applied as follows: If Borrower collects insurance proceeds arising from a fire or other casualty, then the insurance proceeds shall be applied to restore, repair, or rebuild the damage to the Project caused by such casualty if such restoration, repair or rebuilding is economically feasible. If such insurance proceeds are insufficient for such purposes, the City shall not make up the deficiency. If Borrower does not make repairs or cause such repairs to be made to restore the Project to its pre-casualty condition, then any insurance proceeds collected for such damage or destruction shall be used to repay the Loan, subject to the rights of senior lenders approved by the City. If the Project is subject to a partial condemnation or taking, then the proceeds received therefrom shall be applied to restore the Project taken, provided the City determines that such restoration is economically feasible and no Default exists under the Loan, this Agreement, the Note or the Regulatory Agreement following the expiration of all applicable cure periods. If the Project is subject to a total condemnation, or if the City determines that restoration of the Project is not feasible following a partial condemnation, or if a Default exists then the proceeds from any condemnation award or claim for damages shall be used first to repay the Loan, with the excess, if any, paid to Borrower, subject to the rights of senior lenders approved by the City.

2.6 Restrictions on Sale, Encumbrance, and Other Acts. Borrower shall not make any sale, encumbrance, hypothecation, assignment, pledge, conveyance or transfer (collectively, "Transfer") in any form of all or any part of, or any interest in, this Agreement or the Project, except with the prior written approval of the City, which shall not be unreasonably withheld, conditioned or delayed. Borrower shall give the City at least thirty (30) days’ prior written notice of any desired transfer and of the proposed terms of such transfer and the City shall approve or deny any such proposed Transfer. Notwithstanding the above, the City agrees that it shall approve any deed of trust given by Borrower to the State of California or an institutional lender providing financing for the Project and the City further agrees to subordinate its deed of trust to any such lender upon request from the Borrower.

2.7 Assignment of City Rights. The City retains the right at its sole discretion to assign all or part of its rights under this Agreement for the purpose of ensuring compliance and enforcement of the Borrower's duties and obligations hereunder. In addition, the City may designate an agent to act on its behalf in monitoring compliance and enforcing the provisions hereof.

2.8 Evidence of Financing. During the Term of this Agreement, Borrower shall submit to the City evidence satisfactory to the City that Borrower is using best efforts, given the Project's site control and discretionary approvals, to secure all construction and development financing that is adequate to complete the planning, construction and development of the Project.

Agenda Item #9.7.

83578.00012\34651639.2
7 2.9 Prevailing Wages. City makes no representation as to whether prevailing wages are required to be paid in connection with the Development Costs for the Project. In the event that prevailing wages are required to be paid for the Development Costs pursuant to Labor Code Sections 1720 et seq. the Borrower shall and shall cause any contractors and subcontractors to pay prevailing wages in connection with the planning of the Housing Project, as those wages are determined pursuant to Labor Code Sections 1720 et seq. and implementing regulations of the Department of Industrial Relations (“DIR”) and comply with the other applicable provisions of Labor Code Sections 1720 et seq. and implementing regulations of the DIR. Borrower shall indemnify, hold harmless and defend (with counsel reasonably acceptable to the City) the City against any claim for claims, losses, liabilities, damages (direct or consequential), compensation, fines, penalties, causes of action, administrative and judicial proceedings and orders, judgments, remedial action or requirements, enforcement actions of any kind, and all reasonable costs and expenses incurred therewith (including but not limited to reasonable attorneys’ fees and costs) or other amounts arising out of the failure or alleged failure of any person or entity (including Borrower, its contractor and subcontractors) to pay prevailing wages as determined pursuant to Labor Code Section 1720 et seq. and implementing regulation or comply with the other applicable provisions of Labor Code Sections 1720 et seq. and implementing regulations of the DIR in connection with the planning and development of the Housing Project or any other work undertaken or in connection with the Site, if it is determined that the payment of prevailing wages is required and the Borrower or its contractor, subcontractor, assignees or transferees fails to pay such prevailing wages. Borrower in giving this indemnification acknowledges the provisions of Labor Code Section 1781 and specifically waives any protection, rights or claims against the City that may accrue to the Borrower pursuant to Labor Code Section 1781.

ARTICLE 3.

REPRESENTATIONS AND WARRANTIES OF BORROWER

3.1 Representations and Warranties. The Borrower hereby represents and warrants to the City as follows:
(a) Organization. Our Town St. Helena is a duly organized, validly existing California nonprofit corporation and is in good standing under the laws of the State of California.
(b) Authority of Borrower. The Borrower has full power and authority to execute and deliver this Agreement and to make and accept the borrowings contemplated hereunder, to execute and deliver this Agreement, the Note, the Deed of Trust and the Regulatory Agreement and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement, and to perform and observe the terms and provisions of all of the above.
(c) Authority of Persons Executing Documents. This Agreement, the Note, the Deed of Trust, the Regulatory Agreement and all other documents or instruments executed and delivered, or to be executed and delivered, by the Borrower pursuant to this Agreement have been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of the Borrower, and all actions required under the Borrower's respective Agenda Item #9.7.

83578.00012\34651639.2
8 organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement, the Note, the Deed of Trust, the Regulatory Agreement and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement, have been duly taken (to the extent such actions are required as of the date of the executions and delivery of the above-named documents). (d) Valid Binding Agreements. This Agreement, the Note, the Deed of Trust, the Regulatory Agreement and all other documents or instruments which have been executed and delivered by the Borrower pursuant to or in connection with this Agreement constitute, or if not yet executed or delivered, will constitute when so executed and delivered, legal, valid and binding obligations of the Borrower enforceable by and against it in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the rights of creditors generally and general principals of equity. (e) No Breach of Law or Agreement. Neither the execution nor delivery of this Agreement, the Note, the Deed of Trust, or the Regulatory Agreement by the Borrower or of any other documents or instruments executed and delivered, or to be executed and delivered by the Borrower, pursuant to this Agreement, nor the performance by the Borrower of any provision, condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission or agency whatsoever, to the knowledge of Borrower, binding on the Borrower, or any provision of the organizational documents of the Borrower, or will conflict with or constitute a breach of or a default under any agreement to which the Borrower is a party, or will result in the creation or imposition of any lien upon any assets or property of the Borrower, other than liens established pursuant hereto.
(f) Compliance with Laws; Consents and Approvals. The planning and development of the Project will comply with all applicable laws, ordinances, rules and regulations of federal, state and local governments and agencies and with all applicable directions, rules and regulations of the fire marshal, health officer, building inspector and other officers of any such government or agency as applicable. (g) Pending Proceedings. The Borrower is not in default under any law or regulation or under any order of any court, board, commission or agency whatsoever, and there are no claims, actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower, or the Housing Project, at law or in equity, before or by any court, board, commission or agency whatsoever which might, if determined adversely to the Borrower, materially and adversely affect the Borrower's ability to repay the Loan. (h) Financial Information. All financial data and information made available by the Borrower to the City fairly present the information contained therein. As of the date of this Agreement, there has not been any adverse, material change in the financial condition of the Borrower from that shown by any financial data or information provided to the City. (i) Sufficient Funds. The Borrower will use best efforts to hold or secure sufficient funds and/or binding commitments for sufficient funds to pay all development expenses and all other costs for the planning and development of the Project.

Agenda Item #9.7.

83578.00012\34651639.2
9 ARTICLE 4.

DEFAULTS AND REMEDIES

4.1 Event of Default. The following shall constitute an event of default (“Default”):
(i) a representation or warranty made or given in this Agreement, the Note, the Deed of Trust, or the Regulatory Agreement proves to be false or misleading; or (ii) material failure or delay by Borrower to perform any covenant, condition or provision of, or in the event of any other Default under, this Agreement, the Note, the Regulatory Agreement, the Deed of Trust or any other document affecting the Property or the Project within the timeframes required by this Agreement.
(a) Borrower shall be in Default under this Agreement if it fails to perform any material term or condition of, or in the event of any other Default under, this Agreement, the Note, the Deed of Trust, or the Regulatory Agreement, and after receipt of written notice of such failure to perform, fails to cure the breach within thirty (30) days of receipt of said notice, or in the event such breach cannot be cured within thirty (30) days, fails to immediately commence and diligently prosecute such cure until said breach has been fully remediated. If Borrower Defaults with regard to any provision of this Agreement, the City may terminate this Agreement and Borrower shall be liable to the City for repayment of all amounts due and owing under the Note and Deed of Trust plus any damages caused by such Default. (b) Except as otherwise expressly provided in this Agreement, any failure or delay by either party in asserting any of its rights or remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies or deprive either such party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.

4.2 Remedies. Upon the happening of an event of Default, the non-defaulting party may pursue any remedy allowed at law or in equity, including but not limited to, accelerating payment under the Note or applying to any State court for specific performance of this Agreement. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative; and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same Default or any other Default by the other party.

ARTICLE 5.

MISCELLANEOUS PROVISIONS

5.1 Conflict of Interest. No employee, agent, consultant, director, officer, elected or appointed official or member of the City has or may obtain a personal or financial interest in or benefit from the Borrower, the Property or the Project or in any contract or subcontract or agreement, or the proceeds thereof, relating to the Property or the Project.

5.2 No Discrimination. The Borrower covenants by and for itself and its successors and assigns that there shall be no discrimination against or segregation of a person or of a group of persons on any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) Agenda Item #9.7.

83578.00012\34651639.2
10 of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, with respect to any or the planning or development work to be undertaken by the Borrower under this Agreement. All contracts made or entered into by the Borrower, its successors or assigns, as to any such work shall contain or be subject to substantially the nondiscrimination or nonsegregation clauses set forth in Health and Safety Code Section 33436.

5.3 No Member Liability. No member, official, director, employee or agent of the City shall be personally liable to Borrower in the event of any Default or breach by the City or for any amount which may become due to Borrower or on any obligations under the terms of this Agreement.

5.4 Legal Actions.
(a) In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions shall be instituted in the Superior Court of Napa County, State of California. (b) In the event that any legal action is commenced by the Borrower against the City, service of process on the City shall be made by personal service upon the City Manager or City Clerk, or in such other manner as may be provided by law. In the event that any legal action is commenced by the City against the Borrower, service of process on the Borrower shall be made in such manner as may be provided by law.

5.5 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative; and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same Default or any other Default by the other party.

5.6 Entire Agreement; Amendment.
(a) This Agreement may be executed in duplicate originals, each of which shall be deemed to be an original.
(b) This Agreement, the exhibits and the documents referenced in this Agreement constitute the entire understanding and agreement of the parties, and supersede all negotiations or previous agreement between the parties with respect to all or any party of the subject matter hereof.
(c) This Agreement may be amended only by a writing signed by authorized representatives of the City and the Borrower; the City Manager shall be authorized to act on behalf of the City.

ARTICLE 6.

MISCELLANEOUS
Agenda Item #9.7.

83578.00012\34651639.2
11 6.1 Notice. Any notice required or authorized under this Agreement shall be effective if, and only if, in writing and if, and only if, mailed, postage prepaid, by registered or certified mail, to the party in question at the address shown below:

Borrower: Our Town St. Helena
1451 Oak Avenue
St. Helena, CA 94574
Attn: Executive Director
City : City of St. Helena
1572 Railroad Avenue
St. Helena, CA 94574
Attn: City Manager

6.2 No Waiver. No failure to enforce or delay in enforcing or exercising any right or remedy available under this Agreement shall impair the exercise of such right or remedy or the exercise of a similar right or remedy on a subsequent occasion.

6.3 Severability. Should any provision of this Agreement be found invalid by a court or other body of competent jurisdiction, said invalidity or ineffectiveness shall not affect the validity of the remaining provisions which shall remain in force to the maximum extent possible.

6.4 Titles and Headings. The titles and headings in this Agreement are for convenience only and shall not be construed to affect the meaning or construction of any provision of this Agreement.

6.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

6.6 Attorneys' Fees. The prevailing party shall be entitled to receive the amount of its legal expenses, including reasonable attorneys' fees, expert legal fees and other legal costs and expenses, in the event of any legal action brought under or to enforce the provisions of this Agreement.

6.7 Signs. During the development period, the City may place or require to be placed signs at the site of the Housing Project stating the City is providing financing. The signs shall indicate in a typeface and size commensurate with its funds that the City is a source of financing.

6.8 Force Majeure. In addition to specific provisions of this Agreement, performance by either party shall not be deemed to be in Default where delays or Defaults are due to war, acts of terrorism, insurrection, strikes, lock-outs, riots, floods, earthquakes, fires, quarantine restrictions, freight embargoes, lack of transportation or any other similar causes beyond the control or without the fault of the party claiming an extension of time to perform. Failure to Agenda Item #9.7.

83578.00012\34651639.2
12 obtain adequate financing for any component of the Housing Project shall not constitute grounds for an extension under this Section. An extension of time for any cause set forth in this Section will be deemed granted if notice by the party claiming such extension is sent to the other within ten (10) business days from the commencement of the cause and such extension of time is not rejected in writing by the other party within ten (10) business days of receipt of the notice.

6.9 City Approvals and Actions. Whenever a reference is made herein to an action or approval to be undertaken by the City, the City Manager or his or her designee is authorized to act on behalf of the City unless specifically provided otherwise or the context should require otherwise.

6.10 Counterparts. This Agreement may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. [SIGNATURE PAGE FOLLOWS]
Agenda Item #9.7.

83578.00012\34651639.2
13 IN WITNESS WHEREOF, the City and the Borrower have executed this Agreement as of the date first set forth above.

CITY:

CITY OF ST. HELENA, a California municipal
corporation
By: __________________________________
Mark Prestwich, City Manager
APPROVED AS TO FORM:

By: _____________________________
Ethan Walsh, City Attorney
ATTEST:
_________________________________
Cindy Tzafopoulos, City Clerk
BORROWER:

OUR TOWN ST. HELENA,
a California nonprofit corporation
By:________________________________
Its: ________________________________
Agenda Item #9.7.

83578.00012\34651639.2
Exhibit A
1 EXHIBIT A

PROPERTY DESCRIPTION
[to be inserted]
Agenda Item #9.7.

83578.00012\34651639.2
Exhibit A
2 EXHIBIT B

FORM OF PROMISSORY NOTE
[AFFORDABLE HOUSING TRUST FUND PERMANENT LOAN]
(Our Town St. Helena—963 Pope Street)
Total Not to Exceed _________________, 2022
$250,000.00 St. Helena, California
For value received, OUR TOWN ST. HELENA, a California non-profit corporation ("Borrower" or “Maker”), promises to pay the CITY OF ST. HELENA, a California municipal corporation, or order ("City" or “Payee”), a total amount not to exceed TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) (the "Loan"), or so much as may be disbursed by the City from time to time pursuant to Section 1.5 of the Agreement (defined in Section 1, below) for approved Development Costs. The Loan shall not accrue interest, except in an event of default as set forth herein.

1. Purpose. Borrower owns that certain real property located at 963 Pope Street, St.

Helena, California (the “Property”) that is improved with a two bedroom, one bathroom house located near the front portion of the Property (the “Existing Unit”), which is currently leased to a moderate income household, and upon which Borrower intends to develop four new units (the “New Units”), which will be leased to low income households. The Existing Unit and the New Units are collectively referred to herein as the “Project”. The City is making the Loan from its Affordable Housing Trust Fund for the purpose of helping to fund planning and development of the Project, subject to the terms and conditions set forth in that certain Affordable Housing Trust Fund Permanent Loan Agreement, entered into by and between Borrower and City and dated ____________, 2022 (the “Agreement”). The terms and conditions of the Agreement, which, among other things, allow for acceleration of this Note upon the occurrence of certain events of default, are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

2. Loan. This promissory note (this "Note") evidences the Loan in the amount not to exceed TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00), representing funds advanced to the Borrower, from time to time, under the Agreement.

3. Security. Payment of this Note is secured by a deed of trust, assignment of rents, security agreement and fixture filing (the “Deed of Trust”) of even date herewith, from Borrower to City upon the Property and recorded in the Official Records of Napa County.

4. Project. The Project shall consist of five (5) total residential units: The Existing Unit and the four (4) New Units. The Existing Unit shall be made available and rented to persons or families whose income does not exceed Moderate Income (as defined in the Regulatory Agreement), and the New Units shall each be made available and rented to persons and families whose income does not exceed Low Income (as defined in the Regulatory Agenda Item #9.7.

83578.00012\34651639.2
Exhibit A
3 Agreement). The gross monthly rent for the Existing Unit shall not exceed one-twelfth of 30% of 110% of the Area Median Income, adjusted by household size appropriate for the Unit, and gross monthly rent for the New Units shall not exceed one-twelfth of 30% of 60% of the Area Median Income, adjusted by household size appropriate for the Unit. For purposes hereof, “Area Median Income” shall mean the area median income for Napa County as published by the U.S.

Department of Housing and Urban Development (HUD) from time to time. The Project shall be maintained and operated in accordance with that certain Amended and Restated Affordable Housing Regulatory Agreement by and between City and Borrower, dated ________________, 2022, and recorded concurrently with the Deed of Trust (the “Regulatory Agreement”).

5. Maturity Date. All principal and interest due hereunder shall be due and payable in full upon the earlier of (i) the occurrence of any Default under the Agreement, the Note, the Deed of Trust or the Regulatory Agreement that remains uncured after the expiration of the applicable cure period, or (ii) Borrower’s abandonment of the Housing Project or sale or transfer of its interest in the Agreement, the Housing Project or any portion of the Site, other than a transfer permitted under Section 4.02 of the Regulatory Agreement; or (iii) fifty-five (55) years after the date hereof (the “Maturity Date”).

6. Repayment. Beginning at the end of Borrower’s first fiscal year following the issuance of a certificate of occupancy for the New Units, Borrower shall make annual payments of principal and interest to the City in an amount equal to the Residual Receipts Payment defined herein. The payments described hereinabove shall be paid to City no later than one hundred twenty (120) days after the end of Borrower’s fiscal year. Residual Receipts Payments received by City shall be credited first to accrued but unpaid interest, then to current interest due and owing, and lastly to principal.

A. The “Residual Receipts Payment” shall equal fifty percent (50%) of the Residual Receipts, as defined below. The Residual Receipts Payment as set forth herein constitutes the cumulative annual payment due to the City under this Note.

B. For the purposes of this Note, “Residual Receipts” shall mean the sum of money computed as follows:
i. All rents, revenues, consideration or income (of any form) derived by Borrower in connection with or relating to the ownership or operation of the Project, including any net revenue derived from any refinancing of the Project and any revenue from contributions, loans or grants which is not required to meet future project obligations (but excluding tenants’ security deposits, partner capital contributions and similar advances) less all of the following: all customary and reasonable costs and expenses in connection with the operation and maintenance of the Project approved by City in the budget described below, including but not limited to premiums for property and liability insurance, utility services not paid directly by tenants, maintenance and repair, security services and payments for social/supportive services, property management fees not to exceed $65 per unit per month, increasing annually by up to 3%; payments of principal and interest due on financing from sources reviewed and approved in writing by City (including on development and deficit loans made by Borrower or any Agenda Item #9.7.

83578.00012\34651639.2
Exhibit A
4 partner of Borrower); provided, however, that no such written approval from City shall be required with respect to development and deficit loans made by Borrower or any partner of Borrower to prevent a Default or other material breach under any of the additional borrower financing; amounts approved by City expended to restore the Project after a casualty loss or condemnation; reasonable and customary cost for accounting and auditing the books and records of the Project; taxes; franchise tax filing fees; local, state and federal monitoring compliance fees; and deposits to Project reserves approved by City or required by any other lender.
ii. Notwithstanding the generality of the foregoing, the following items are not expenses or deductible in computing Residual Receipts:
(a) Payment of any fees or expenses or of any portion of the Residual Receipts to Borrower, except as expressly provided in Section 6.B.i, above; (b) Income taxes imposed upon Borrower’s income; and
(c) Payment of interest on any indebtedness of Borrower to any affiliate of Borrower (individual or entity) or to any other third-party lender or partner not otherwise approved by City;
(d) Depreciation, cost recovery, amortization and similar items which do not involve the expenditure of cash.

7. Payment Location. Payment shall be made in lawful money of the United States to the City at 1572 Railroad Avenue, St. Helena, CA 94574. The place of payment may be changed from time to time as the City may from time to time designate in writing.

8. The occurrence of any of the following shall constitute an event of default (“Default”) under this Note: (i) Borrower fails to pay any amount due hereunder within fifteen (15) days of its due date; (ii) Any other Default by Borrower under this Note, or any Default by Borrower under the Agreement, the Deed of Trust or the Regulatory Agreement after the expiration of applicable notice and cure periods; (iii) Borrower becomes insolvent or the filing or initiation of bankruptcy or insolvency proceedings by or against Borrower, whether voluntary or involuntary that is not dismissed within thirty (30) days of initiation, or if Borrower makes a general assignment for the benefit of creditors or states its inability to pay its debts as they mature; or (v) Borrower dissolves or liquidates.

Borrower shall not be considered in Default under this Note until the expiration of all notice and cure periods provided to Borrower. Upon the occurrence of any uncured event of Default, or at any time thereafter, at the option of the City hereof and without notice, the entire unpaid principal and interest owing on this Note shall become immediately due and payable.

However, this option may be exercised at any time following any such event, and the acceptance of one or more installments thereafter shall not constitute a waiver of City’s option. City’s failure to exercise such option shall not constitute a waiver of such option with respect to any subsequent event. City’s failure in the exercise of any other right or remedy hereunder or under Agenda Item #9.7.

83578.00012\34651639.2
Exhibit A
5 any agreement which secures the indebtedness or is related thereto shall not affect any right or remedy and no single or partial exercise of any such right or remedy shall preclude any further exercise thereof.

9. Default Interest Rate. At all times when Borrower is in Default hereunder by reason of Borrower's failure to pay principal due under this Note or any amounts due under the Deed of Trust securing this Note, the interest rate on the sums as to which Borrower is in Default (including principal, if City has elected to declare it immediately due and payable), shall be the lower of (i) Ten Percent (10%) per annum, or (ii) the highest rate then allowed by law, commencing as of the date of the Default until paid in full, or until the Default has been cured, whichever is applicable.

10. Waivers. Borrower and any endorsers hereof and all others who may become liable for all or any part of this obligation, severally waive presentment for payment, demand and protest and notice of protest, and of dishonor and nonpayment of this Note, and expressly consent to any extension of the time of payment hereof or of any installment hereof, to the release of any party liable for this obligation, and any such extension or release may be made without notice to any of said parties and without any way affecting or discharging this liability.

11. Costs. Borrower agrees to pay immediately upon demand all reasonable costs and expenses of City including without limitation reasonable attorneys' fees:
(i) if after Default and the expiration of all notice and cure periods this Note is placed in the hands of an attorney or attorneys for collection; (ii) if after a Default hereunder or under the Agreement, the Deed of Trust or the Regulatory Agreement, City finds it necessary or desirable to secure the services or advice of one or more attorneys with regard to collection of this Note against Borrower, any guarantor or any other party liable therefor or to the protection of its rights under this Note, the Agreement, the Deed of Trust, the Regulatory Agreement or other loan document executed in connection with the Housing Project; (iii) if Borrower seeks to have the Site abandoned by or reclaimed from any estate in bankruptcy, or attempts to have any stay or injunction prohibiting the enforcement or collection of this Note or prohibiting the enforcement of the Deed of Trust or any other agreement evidencing or securing this Note lifted by any bankruptcy or other court; or
(iv) if Borrower shall be made a party to or shall reasonably intervene in any action or proceeding, whether in court or before any governmental entity, affecting the Site or the title thereto or the interest of the City under the Deed of Trust, including, without limitation, any form of condemnation or eminent domain proceeding, City shall be reimbursed by Borrower immediately upon demand for all reasonable costs, charges and reasonable attorneys’ fees incurred by City in any such case, and the same shall be secured by the Deed of Trust as a further charge and lien upon the Site.

Agenda Item #9.7.

83578.00012\34651639.2
Exhibit A
6 12. Notices. Any notices provided for in this Note shall be given by mailing such notice by certified mail, return receipt requested at the address stated in this Note or at such address as either party may designate by written notice.

13. Successors. This Note shall be binding upon Borrower, its successors, and assigns.

14. Governing Law. This Note shall be construed in accordance with and be governed by the laws of the State of California.

15. Severability. If any provision of this Note shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, Borrower has executed this Note as of the date first written above.

BORROWER:

OUR TOWN ST. HELENA, a California
nonprofit corporation
By:___________________________

Its: _____________________
Agenda Item #9.7.

(b)
1 EXHIBIT C

FORM OF DEED OF TRUST

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of St. Helena
1572 Railroad Avenue
St. Helena, CA 94574
Attn: City Clerk
Space above line for Recorder’s use only
Exempt from Recording Fees pursuant to Govt. Code § 27383 CITY OF ST. HELENA

DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND

FIXTURE FILING
This Deed of Trust is made as of _____________, 2022, among OUR TOWN ST. HELENA, a California non-profit public benefit corporation (“TRUSTOR”), whose address is 1451 Oak Avenue, St. Helena, CA 94574, Old Republic Title Company, whose address is ________________, CA 94574 (“TRUSTEE”); and the CITY OF ST. HELENA (“BENEFICIARY”), whose address is 1572 Railroad Avenue, St. Helena, California 94574.

Trustor irrevocably grants, conveys, transfers, and assigns to Trustee in trust, with power of sale and right of entry and possession, all of Trustor’s estate, right, title, and interest in, to and under the following property (collectively, the “Property”): (a) the real property in Napa County, California, described on Exhibit A attached hereto and incorporated herein by this reference, together with all existing and future easements and rights affording access to it (the “Land”), (b) together with all buildings, structures, and improvements now existing or hereafter constructed thereon (the “Improvements”), (c) together with all articles of personal property now or hereafter attached to, placed upon for an indefinite term, or used in connection with the Land and/or Improvements, together with all goods and other property that are, or at any time become, so related to the Property that an interest in them arises under real estate law, or they are otherwise adjudged to be a “fixture” under applicable law (each a “Fixture,” collectively “Fixtures”), (d) together with all other property and interests of any kind or character which may be reasonably necessary or desirable to promote the present and future beneficial use and enjoyment of such real property and improvements.

1. Secured Obligations. Trustor makes the grant, conveyance, transfer, and assignment herein for the purpose of securing the following obligations (the “Secured Obligations”): (a) payment of the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) with interest thereon according to the terms of a promissory note (the “Note”) of even date Agenda Item #9.7.

(a)
Attachment 6
2 herewith, executed by Trustor in favor of Beneficiary or order and any extension or renewals thereof; (b) payment of such further sums as the then record owner of the Property may borrow from Beneficiary, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust; (c) performance of each agreement and obligation of Trustor under that certain Affordable Housing Trust Fund Permanent Loan Agreement executed by Trustor and Beneficiary dated _______________, 2022 (the “Loan Agreement”), providing for the development and construction of improvements on the Property and operation of the Property and improvements thereon as affordable housing (the “Project”); and (d) obligations under the Amended and Restated Affordable Housing Regulatory Agreement dated of even date herewith (the “Regulatory Agreement”) recorded against the Property on even date with this Deed of Trust. This Deed of Trust shall secure the Beneficiary against any default under the Regulatory Agreement for the term of the Regulatory Agreement.

2. Maintenance and Repair. Trustor shall (a) keep the Property in good condition and repair and not remove or demolish any building; (b) complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed; (c) pay when due all claims for labor performed and materials furnished; (d) comply with all laws affecting the Property or requiring any alterations or improvements to be made; (e) not commit or permit waste; and (f) cultivate, irrigate, fertilize, fumigate, prune, and do all other acts which from the character or use of the Property may be reasonably necessary.

3. Insurance. Trustor shall maintain hazard insurance against loss by fire, hazards included with the term “extended coverage,” and any other hazards for which Beneficiary requires insurance, and liability insurance as set forth in the Regulatory Agreements. The insurance carrier and the insurance policies and amounts of coverage shall comply with the terms of the Regulatory Agreements or shall otherwise be acceptable to Beneficiary, the policies shall name Beneficiary as a loss payee or an additional insured, as applicable, the policies shall include Beneficiary as an additional insured, as applicable.

4. Defense of Security. Trustor shall appear in and defend any action or proceeding purporting to affect the security or the rights or powers of Beneficiary or Trustee. Trustor shall pay all costs and expenses, including costs of evidence of title and attorneys’ fees, in any such action or proceeding in which Trustee or Beneficiary may appear, and in any suit brought by Beneficiary to foreclose this Deed of Trust.

5. Payment of Taxes and Liens. Trustor shall pay (a) at least 10 days before delinquency, all non-abated taxes and assessments affecting the Property, including water stock assessments; (b) when due, all encumbrances, charges, and liens, with interest, on the Property, which are or appear to be prior or superior to this Deed of Trust; and (c) upon demand all reasonable and documented costs, fees, and expenses of this Deed of Trust. If Trustor fails to make any payment or to do any act provided for in this Deed of Trust after written notice of such failure by Beneficiary and a reasonably opportunity to cure, then Beneficiary or Trustee may, without obligation to do so, and with or without notice to or demand upon Trustor, and without releasing Trustor from any obligation under this Deed of Trust: (a) make or do the same in such manner and to such extent as either may deem necessary to protect the security, Beneficiary or Trustee being authorized to enter upon the Property for such purposes; (b) appear in or Agenda Item #9.7.

(a)
Attachment 6
3 commence any action or proceeding purporting to affect the security, or the rights or powers of Beneficiary or Trustee; (c) pay, purchase, contest or settle any encumbrance, charge or lien which in the judgment of either appears to be senior to this Deed of Trust; and (d) in exercising any such powers, pay allowable expenses, including attorneys’ fees.

6. Reimbursement of Costs. Trustor shall pay upon demand all reasonable and documented sums expended by Beneficiary or Trustee provided for in this Deed of Trust or allowed by law, with interest from date of expenditure at the maximum rate provided in the Note.

7. No Waiver. By accepting payment of any sum after its due date, Beneficiary does not waive its right either to require prompt payment when due of all other sums or declare a default for failure to pay.

8. Reconveyance. That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust and said note or notes to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals of such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as “the person or persons legally entitled thereto.”

9. Assignment of Rents. Subject to the rights of senior lenders, Trustor hereby absolutely and unconditionally assigns to Beneficiary all of the rents, issues, profits, royalties, revenues, income, and other benefits (collectively, the “Rents”) derived from the Property, whether now due, past due or to become due, and hereby gives to and confers upon Beneficiary, either directly or through a receiver, the right, power, and authority, but not the obligation, to collect the Rents, and to sue, either in the name of Trustor or Beneficiary, for all such Rents and to apply the same to the indebtedness secured hereby in such order as Beneficiary may determine in its sole discretion. This assignment of Rents is intended to create and shall be construed to create an absolute assignment to Beneficiary of all of Trustor’s right, title, and interest in the Rents. So long as no default exists by Trustor in the payment of any indebtedness secured hereby, or in any other covenant contained herein, or in said note or notes or in any other document evidencing or securing such indebtedness, Trustor shall have the right to collect all Rents from the Property and to retain, use, and enjoy the same. Upon the occurrence of such a default beyond any applicable notice and cure periods, without the necessity of demand or other notice to Trustor or any other act to enforce Beneficiary’s interest pursuant to this assignment, Trustor shall have no interest whatsoever in the Rents that are received by Trustor after a default, and all such Rents shall be received and held by Trustor in constructive trust for Beneficiary and delivered promptly to Beneficiary, or to a court-appointed receiver for the Property, without the necessity for further notice to, or demand upon, Trustor. Upon the occurrence of such a default, beyond any applicable notice and cure periods, and at any time thereafter during the continuance thereof, Beneficiary may, at its option, send any tenant of the Property a notice to the effect that:
(a) a default has occurred; (b) Beneficiary has elected to exercise its rights under this assignment; and (c) such tenant is thereby directed to thereafter make all payments of Rents to or for the benefit of Beneficiary or as Beneficiary shall direct. Any such tenant shall be entitled to rely upon any notice from Beneficiary and shall be protected with respect to any payment of Rents Agenda Item #9.7.

(a)
Attachment 6
4 made pursuant to such notice, irrespective of whether a dispute exists between Trustor and Beneficiary with respect to the existence of a default or the rights of Beneficiary hereunder. Any such tenant shall not be required to investigate or determine the validity or accuracy of such notice or the validity or enforceability of this assignment. Trustor hereby agrees to indemnify, defend, and hold any such tenant harmless from and against any and all losses, claims, damages or liabilities arising from or related to any payment of Rents by such tenant made in reliance on and pursuant to such notice.

10. Default and Foreclosure. Upon default by Trustor in payment or performance of any Secured Obligation, subject to any applicable notice and cure period, Beneficiary may declare all sums secured immediately due and payable by delivery to Trustee of a declaration of default and demand for sale and of a notice of default and of a notice of sale, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, said note or notes, and all documents evidencing expenditures secured by this Deed of Trust. Upon default of any obligation secured by this Deed of Trust and acceleration of all sums due, Beneficiary may instruct Trustee to proceed with a sale of the Property under the power of sale granted in this Deed of Trust, noticed and held in accordance with California Civil Code Sections 2924, et seq., as such statutes may be amended from time to time. Trustor waives all rights it may have to require marshaling of assets or to require sales of assets in any particular order, including any rights under California Civil Code Sections 2899 and 3455.

11. Distribution of Foreclosure Proceeds. The proceeds generated by any Foreclosure (“Proceeds”) shall be distributed as follows: (i) First, senior liens and encumbrances (if any) on the Project shall be fully paid from the Proceeds; (ii) Second, City shall be fully paid any amounts owing under the Secured Obligations; (iii) Third, City shall be paid the difference between the appraised value of the completed Project (applicable portion thereof) as restricted by the Regulatory Agreement (“Restricted Value”) and the Proceeds (“Differential”); (iii) Fourth, any remaining Proceeds shall be distributed in accordance with California Civil Code Section 2924(k). The Differential shall be deposited in City’s housing fund. Borrower expressly acknowledges and agrees that the Agreement and this Deed of Trust constitutes a lien against the Project and the Differential, including in accordance with California Civil Code Sections 2872, 2924 to 2924h, inclusive (“Differential Lien”). In the event of a Foreclosure, for purposes of distribution of the Differential only, the Differential Lien shall be considered a junior lien or encumbrance within the meaning of California Civil Code section 2924k(a)(3). Borrower hereby irrevocably instructs any holder of the Differential or similar proceeds generated by Foreclosure to immediately disburse the Differential to City, and agrees to defend, indemnify and hold City and such holder harmless from any and all claims related to such distribution. As used herein, “Foreclosure” means any judicial or non-judicial foreclosure, trustee’s sale, deed-in-lieu transfer, short sale, or similar transaction.

12. Substitution of Trustee. Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where the Property is situated, shall be conclusive proof of proper Agenda Item #9.7.

(a)
Attachment 6
5 substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers, and duties. Said instrument must contain the name of the original Trustor, Trustee, and Beneficiary hereunder, the book and page where this Deed of Trust is recorded, and the name and address of the new Trustee.

13. Successors and Assigns. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term “Beneficiary” shall mean the owner and holder, including pledgees, of the secured note or notes, whether or not named as Beneficiary herein.

14. Trustee Acceptance. Trustee accepts this trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

15. Further Assurances. Trustor shall, at its own cost and expense, do, execute, acknowledge, and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers, and assurances as Trustee or Beneficiary shall from time to time reasonably require, for better assuring, conveying, assigning, transferring, and confirming unto Trustee the Property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which Trustor may be or may hereafter become bound to convey or assign to Trustee, or for carrying out the intention or facilitating the performance of the terms of this Deed of Trust, or for filing, registering, or recording this Deed of Trust. Trustor shall, on demand, execute and deliver, and hereby authorizes Trustee and Beneficiary, or either of them, to execute in the name of Trustor, to the extent it may lawfully do so, one or more financing statements, chattel mortgages, or comparable security instruments, to evidence more effectively the lien hereof. Immediately upon the execution and delivery of this Deed of Trust, and thereafter from time to time, Trustor shall cause this Deed of Trust, and any security instruments creating a lien or evidencing the lien hereof upon any personal property and each instrument of further assurance, to be filed, registered, or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien hereof upon, and the title of Trustee to, the Property encumbered hereby.

16. Condemnation and Insurance Proceeds. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation or other taking of all or any portion of the Property, or knowledge of any casualty damage to the Property, or damage in any other manner, Trustor shall immediately notify Beneficiary thereof. Trustor hereby authorizes and empowers Beneficiary as attorney-in-fact for Trustor to make proof of loss, to adjust and compromise any claim under the insurance policies covering the Property, to appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds, and to deduct therefrom Beneficiary’s expenses incurred in the collection of such proceeds; provided, however, that nothing contained in this Section shall require Beneficiary to incur any expense or take any action hereunder. Trustor hereby authorizes and empowers Beneficiary, at Beneficiary’s option, as attorney-in-fact for Trustor, to commence, appear in, and prosecute, in Beneficiary’s or Trustor’s name, any action or proceeding relating to any Agenda Item #9.7.

(a)
Attachment 6
6 condemnation or other taking of all or any part of the Property, whether direct or indirect, and to settle or compromise any claim in connection with such condemnation or other taking. The proceeds of any award payment or claim for damages, direct or consequential, in connection with any condemnation or other taking, whether direct or indirect, of the Property, or any part thereof, or for conveyances in lieu of the Property, or any part thereof, shall be paid to Beneficiary. The foregoing powers of attorney are coupled with an interest and are irrevocable. Trustor hereby authorizes Beneficiary to apply such awards, payments, proceeds or damages relating to condemnation of the Property and insurance covering the Property, after the deduction of Beneficiary’s expenses incurred in the collection of such amounts, subject to the requirements of applicable law and the provisions hereof, to restoration or repair of the Property or to payment of the sums secured by this Deed of Trust. Beneficiary shall be under no obligation to question the amount of any compensation, awards, proceeds, damages, claims, rights of action, and payments relating to condemnation or other taking of the Property or insured casualty affecting the Property, and may accept the same in the amount in which the same shall be paid. Trustor shall execute such further evidence of assignment of any awards, proceeds, damages or claims arising in connection with such condemnation or taking or such insurance as Beneficiary may require.

Notwithstanding the above, the Beneficiary shall release all insurance and condemnation proceeds to Trustor to be used to reconstruct the improvements on the Property provided that Beneficiary reasonably determines that such restoration, repair or rebuilding is economically feasible. If such insurance proceeds shall be insufficient for such purposes, Trustor shall make up the deficiency. If the Project is subject to a partial condemnation or taking, then the proceeds received therefrom shall be applied to restore the Project taken, provided the Beneficiary determines that such restoration is economically feasible and no default exists under the Loan Documents following the expiration of all applicable cure periods. If the Project is subject to a total condemnation, or if Beneficiary determines that restoration of the Project is not feasible following a partial condemnation, or if a default exists then the proceeds from any condemnation award or claim for damages shall be used first to repay all sums under the Note, with the excess, if any, paid to Trustor, subject to the rights of the senior lender.

17. Severability. If any one or more of the provisions contained in this Deed of Trust shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Deed of Trust, but this Deed of Trust shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein or therein, but only to the extent of such invalidity.

18. Estoppel Certificate. Trustor shall, within thirty (30) days of a written request from Beneficiary, furnish Beneficiary with a written statement, duly acknowledged, setting forth the sums secured by this Deed of Trust and any right of set-off, counterclaim or other defense which exists against such sums and the obligations of this Deed of Trust.

19. California Uniform Commercial Code Security Agreement; Fixture Filing.

Trustor hereby grants Beneficiary a security interest in all personal property of Trustor located on the Property and wherever located and used in any way in connection with or in any way relating to the Property, and whether now owned or hereafter in existence, acquired or created (including equipment, inventory, goods, documents, instruments, general intangibles, chattel Agenda Item #9.7.

(a)
Attachment 6
7 paper, accounts, accounts receivable, deposit accounts, and contract rights), and all fixtures of Trustor now owned or hereafter in existence, acquired or created on, of or relating to the Property, and all substitutions, replacements, additions, accessions, and proceeds (including insurance proceeds) of all of the foregoing (collectively, the “Personal Property”). Beneficiary may file this Deed of Trust, or a reproduction hereof, in the real estate records or other appropriate index, as a financing statement for the Personal Property. Any reproduction of this Deed of Trust or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Trustor shall execute and deliver to Beneficiary, upon Beneficiary’s request, any financing statements, as well as extensions, renewals, and amendments thereof, and reproductions of this Deed of Trust in such form as Beneficiary may require to perfect a security interest with respect to the Personal Property. Trustor shall pay all costs of filing such financing statements and any extensions, renewals, amendments, and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Beneficiary may reasonably require. Upon Trustor’s breach of any covenant or agreement of Trustor contained in this Deed of Trust, including the covenants to pay when due all sums secured by this Deed of Trust, Beneficiary shall have the remedies of a secured party under the California Uniform Commercial Code and, at Beneficiary’s option, may also invoke any remedies provided in this Deed of Trust as to the Personal Property. In exercising any of such remedies, Beneficiary may proceed against the Property and any of the Personal Property separately or together and in any order whatsoever, without in any way affecting the availability of Beneficiary’s remedies under the California Uniform Commercial Code or the remedies provided in the Deed of Trust. This Deed of Trust also covers goods which are or which are to become fixtures on the Property and constitutes and is filed as a fixture filing under the California Uniform Commercial Code.

20. Due-On-Sale or Encumbrance. If all or any part of the Property, or any interest therein, or any beneficial interest in Trustor (if Trustor is not a natural person or persons but is a corporation, partnership, trust, limited liability company or other legal entity), is sold, transferred, mortgaged, assigned, pledged, or further encumbered, whether directly or indirectly, whether voluntarily or involuntarily, or by operational law, Beneficiary may, at Beneficiary’s option, declare all of the sums secured by this Deed of Trust to be immediately due and payable, and Beneficiary may invoke any remedies permitted by this Deed of Trust. [CONTINUED ON NEXT PAGE]
Agenda Item #9.7.

(a)
Attachment 6
8 The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to Trustor at Trustor’s address hereinbefore set forth.

TRUSTOR:

OUR TOWN ST. HELENA
a California non-profit public benefit corporation
By:

Its: ___________________________
Agenda Item #9.7.

83578.00012\34651639.2
Exhibit B
9 1345199v1 05026/0036

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
Agenda Item #9.7.

(c)
83578.00012\34651639.2
Exhibit C
1 1345199v1 05026/0036

EXHIBIT D

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of St. Helena
1572 Railroad Avenue
St. Helena, CA 94574
Attn.: City Manager
Exempt from recording fees pursuant to
Government Code Sec. 27383

AMENDED AND RESTATED

AFFORDABLE HOUSING REGULATORY AGREEMENT
This Amended and Restated Affordable Housing Regulatory Agreement dated ______________________, 2022 (the “Regulatory Agreement”), is between the CITY OF ST.

HELENA, a California municipal corporation (the “City”) and OUR TOWN ST. HELENA, a California nonprofit corporation (“Borrower”).

RECITALS
A. The City has established and maintains an affordable housing trust fund (the “Housing Fund”) into which monies are deposited to be used solely to increase and improve the supply of housing affordable to households of moderate, low and very low income households in accordance with the provisions of Section 17.146.030 of the St. Helena Municipal Code.

B. Borrower is a 501(c)(3) nonprofit corporation dedicated to providing housing opportunities in the City of St. Helena and surrounding communities for moderate, low and very low income households.

C. City and Borrower entered into a short-term Housing Trust Fund Loan Agreement in the amount of Four Hundred Fifty Thousand Dollars ($450,000.00) (the “City Acquisition Loan”) for the purpose of acquiring that certain property located at 963 Pope Street in the City of St. Helena (the “Property”) as more particularly described in Exhibit A, attached hereto and incorporated herein by this reference, which Property was improved with a single residential unit, which Borrower agree to rent to a moderate income household.

D. In order to ensure that the unit located on the Property would be used for affordable housing, City and Borrower entered into that certain Affordable Housing Agreement recorded in the Official Records of the County of Napa as Document No. __________________ (the “Original Regulatory Agreement”).

Agenda Item #9.7.

83578.00012\34651639.2
Exhibit C
2 D. In order to assist Borrower in the development of the four additional residential units on the Property, Borrower and City agreed to enter into that certain Affordable Housing Trust Fund Permanent Loan Agreement, of even date herewith (the “Loan Agreement”), pursuant to which the City agreed to increase the total amount to be loaned to Borrower for development costs associated with the Project to TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00), and Borrower has agreed to commit to restrict the four additional units to be affordable to low income households as more specifically set forth herein.

D. This Regulatory Agreement supersedes and replaces the Original Regulatory Agreement in its entirety, and shall, subject to the terms and conditions set forth herein, require that the residential units located on the Property as part of the Project shall be rented to Eligible Households, as defined herein for a minimum of fifty-five (55) years following the recordation of this Regulatory Agreement.

AGREEMENT
NOW THEREFORE, the parties acknowledge and agree as follows:

ARTICLE 1. ELIGIBLE HOUSEHOLDS

1.01 “Low Income Households” are defined herein as an individual or family whose income does not exceed the qualifying limits for lower income families, as established and amended from time to time by HUD, pursuant to Section 8 of the United States Housing Act of 1937 or as otherwise determined by the California Department of Housing and Community Development, pursuant to California Health and Safety Code Section 50079.5.

1.02 “Moderate Income Households” are defined herein as an individual or family whose income does not exceed the qualifying limits for “persons and families of low or moderate income” as defined in California Health and Safety Code Section 50093.

1.03 Households meeting the income restrictions for Low Income Households or Moderate Income Households as applicable to the specific residential units in the Project, as more specifically set forth in Section 2.01 shall be collectively referred to as “Eligible Households.”
ARTICLE 2. AFFORDABILITY REQUIREMENTS FOR PROJECT

2.01 Rent and Income Restrictions. From the date of recordation of this Regulatory Agreement, and for fifty-five (55) years thereafter, Borrower by and for itself and any successors in interest, hereby covenants and agrees that upon recordation of this Regulatory Agreement, the Borrower shall limit the rental of the existing residential unit located on the Property to Moderate Income Households (the “Moderate Income Unit”). Borrower by and for itself and any successors in interest, further covenants and agrees that upon completion of the Project, Borrower shall limit the rental of the four (4) residential units to be constructed on the Property to Low Income Households (the “Low Income Units”). The Moderate Income Unit and the Low Income Units are collectively referred to herein as the “Affordable Units”. The gross monthly rent (excluding any supplemental rental assistance from the State of California, the Agenda Item #9.7.

83578.00012\34651639.2
Exhibit C
3 federal government or any other public agency to those tenants or on behalf of those units) for the Moderate Income Units shall not exceed one-twelfth of 30% of 110% of the Area Median Income, adjusted by household size appropriate for the unit. The gross monthly rent (excluding any supplemental rental assistance from the State of California, the federal government or any other public agency to those tenants or on behalf of those units) for the Low Income Units shall not exceed one-twelfth of 30% of 60% of the Area Median Income, adjusted by household size appropriate for the unit. For purposes hereof, “Area Median Income” shall mean the area median income for Napa County as published by the U.S. Department of Housing and Urban Development (HUD) from time to time. .

2.02 Reporting Requirements. An annual report and annual income recertifications must be submitted to the City for each of the Affordable Units. The reports, at a minimum, shall include:

A. The number of persons per unit;
B. Tenant name and initial occupancy date;
C. Gross income per year as certified by Borrower;
D. Rent paid per month and percent of rent paid in relation to income.

The annual reports and annual income recertifications submitted by Borrower shall be in the form as provided by City.

Annual income recertifications shall also contain those documents used to certify eligibility. City may from time to time during the term of this Regulatory Agreement request additional or different information and Borrower shall promptly supply such information in the reports required hereunder. Borrower shall maintain all necessary books and records, including property, personal and financial records, in accordance with requirements prescribed by the City with respect to all matters covered by this Regulatory Agreement. Borrower, at such time and in such forms as City may require, shall furnish to City statements, records, reports, data and information pertaining to matters covered by this Regulatory Agreement. Upon reasonable advance request for examination by City, Borrower, at any time during normal business hours, shall make available all of its records with respect to all matters covered by this Regulatory Agreement. Borrower shall permit City to audit, examine and make excerpts or transcripts from these records at City’s sole cost.

ARTICLE 3. PROVISION OF SERVICES AND MAINTENANCE OF PROPERTY

3.01 Maintenance. During the duration of this Regulatory Agreement, Borrower shall keep the Property in good condition, order and repair and shall not commit waste or permit impairment, demolition or deterioration of the Property; shall comply with all applicable state and federal regulations addressing the physical condition of the Property and buildings located on the Property and all applicable standards of the City of St. Helena including but not limited to building standards, planning regulations, and utilities code; shall complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or Agenda Item #9.7.

83578.00012\34651639.2
Exhibit C
4 destroyed and to pay when due all claims for labor performed and materials furnished; shall maintain the buildings in a habitable condition; and do all other acts which from the character or use of the Property may be reasonably necessary. City shall have the right to inspect the Property during normal business hours, provided Borrower and the occupant are given reasonable notice prior to any such inspection.

If, at any time, Borrower fails to maintain the Property, and has either failed to commence to cure such condition or to diligently prosecute to completion the condition or the condition is not corrected after expiration of thirty (30) days from the date of written notice from City to Borrower, City may perform the necessary corrective maintenance, and Borrower shall pay such costs as are reasonably incurred for such maintenance. The City shall have the right to place a lien on the Property should Borrower not reimburse City for such costs within sixty (60) days following City’s written demand to Borrower for reimbursement of such costs. Borrower, on behalf of itself its heirs, successors and assigns, hereby grants to City and its officers, employees and agents, an irrevocable license to enter upon the Property to perform such maintenance during normal business hours after receipt of written notice from City as hereinabove described and Borrower’s failure to cure or remedy such failure within thirty (30) days of such notice. Any such entry shall be made only after reasonable notice to Borrower, and City shall indemnify and hold Borrower harmless from any claims or liabilities pertaining to any such entry by City.

ARTICLE 4. NO TRANSFER

4.01 Prohibition. The identity and qualifications of Borrower as an experienced and successful operator of affordable housing are of particular concern to the City. It is because of this identity and these qualifications that the City has entered into this Regulatory Agreement with the Borrower. No voluntary or involuntary successor in interest of the Borrower shall acquire any rights or powers under this Regulatory Agreement by assignment or otherwise, nor shall Borrower make any total or partial sale, transfer, conveyance, encumbrance to secure financing, assignment or lease of the whole or any part of the Property without the prior written approval of the City pursuant to Section 4.03 hereof, except as expressly set forth herein, which approval shall not be unreasonably withheld.

4.02 Permitted Transfers. Notwithstanding any other provision of this Regulatory Agreement to the contrary, City approval of an assignment or transfer of this Regulatory Agreement, the Loan, the Loan Agreement, or conveyance of the Property or any part thereof pursuant to Section 4.03 shall not be required in connection with any of the following (the “Permitted Transfers”):
(a) The conveyance or dedication of any portion of the Property to City or other appropriate governmental agency, or the granting of easements or permits, to facilitate the construction of the Housing Project;
(b) Any requested assignment for purposes of financing the construction of improvements upon the Property;
Agenda Item #9.7.

83578.00012\34651639.2
Exhibit C
5 (c) Any mortgage, deed of trust, or other form of conveyance for all or any portion of any additional financing obtained by Borrower for the Project, but Borrower shall notify City in advance of any such mortgage, deed of trust or other form of conveyance for financing pertaining to the Property;
(d) Any mortgage, deed of trust or other form of conveyance for restructuring or refinancing of any amount of indebtedness described in subsection (c) above; (e) A sale or transfer resulting from or in connection with a reorganization as contemplated by the provisions of the Internal Revenue Code of 1986, as amended or otherwise, in which the ownership interests of a corporation are assigned directly or by operation of law to a person or persons, firm or corporation which acquires the control of the voting capital stock of such corporation or all or substantially all of the assets of such corporation; (f) The lease of residential units at the Project to Eligible Households; In the event of a transfer by Borrower under subparagraphs (a) through (f), inclusive, above, not requiring City’s prior approval, Borrower nevertheless agrees that at least thirty (30) days prior to such assignment it shall give written notice to City of such transfer and satisfactory evidence that the transferee has assumed the obligations of this Regulatory Agreement, if applicable.

4.03 City Consideration of Requested Transfer. The City agrees that it will not unreasonably withhold approval of a request made pursuant to this Section 4.03, provided (a) the Borrower delivers written notice to the City requesting such approval, and (b) the proposed assignee or transferee possesses comparable operational experience and capability, and comparable net worth and resources, as the proposed transferor or assignor, and (c) the assignee or transferee assumes the obligations of the Borrower under this Regulatory Agreement in a form which is reasonably acceptable to the City. Such notice shall be accompanied by evidence regarding the proposed assignee’s or purchaser’s qualifications and experience and its financial commitments and resources sufficient to enable the City to evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Section 4.03 and other criteria as reasonably determined by the City. The City shall approve or disapprove the request within thirty-five (35) days of its receipt of the Borrower’s notice and all information and materials required herein. In no event, however, shall the City be obligated to approve the assignment or transfer of the Loan, Promissory Note or Deed of Trust pursuant to this Section 4.03, except to an approved transferee or assignee of the Borrower’s rights in and to the Housing Project.

4.04 Successors and Assigns. This Regulatory Agreement shall run with the land, and all of the terms, covenants and conditions of this Regulatory Agreement shall be binding upon the Borrower and the permitted successors and assigns of the Borrower. Whenever the term “Borrower” is used in this Regulatory Agreement, such term shall include any other permitted successors and assigns as herein provided. In the event of a transfer or assignment under this Article 4, all rights and obligations of the transferor Borrower shall be assumed by the transferee Borrower and the transferor Borrower shall have no further obligation or liability under this Regulatory Agreement.

Agenda Item #9.7.

83578.00012\34651639.2
Exhibit C
6 ARTICLE 5. MANAGEMENT

5.01 During the term of this Regulatory Agreement, Borrower shall promptly notify the City in the event there is any change in the property management company managing the Project. Borrower shall submit a copy of such agreement to the City, provided the City shall not have the right to approve or disapprove such agreement except to ensure compliance of such agreement with the provisions of this Regulatory Agreement.

ARTICLE 6. NO DISCRIMINATION

6.01 Borrower covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Borrower itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property. Notwithstanding the above, with respect to familial status, paragraph (a) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (a) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10,

51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to this Section.

ARTICLE 7. NONDISCRIMINATION CLAUSES

7.01 All deeds, leases or contracts made relative to the Property, the improvements thereon or any part thereof, shall contain or be subject to substantially the following nondiscrimination clauses:

A. In deeds: Borrower herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the Borrower himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land.

B. In leases: The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:

Agenda Item #9.7.

83578.00012\34651639.2
Exhibit C
7 That there shall be no discrimination against or segregation of any person or group of persons on any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein leased.

C. In contracts: There shall be no discrimination against or segregation of any person or group of persons on any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land.

ARTICLE 8. NO IMPAIRMENT OF LIEN

8.01 No violation or breach of the covenants, conditions, restrictions, provisions or limitation contained in this Regulatory Agreement shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument permitted under the Loan Agreement and this Regulatory Agreement; provided, however, that any successor of Borrower to the Property shall be bound by such covenants, conditions, restrictions, limitations and provisions, whether such successor’s title was acquired by foreclosure, deed in lieu of foreclosure, trustee’s sale or otherwise.

ARTICLE 9. GENERAL

9.01 Notices to City. Notices required to be sent to the City hereunder shall be sent by certified mail, return receipt requested, to the following address as may change from time to time:

City of St. Helena
1572 Railroad Avenue
St. Helena, CA 94574
Attn.: City Manager

9.02 Notices to Borrower. Notices required to be sent to Borrower hereunder shall be sent by certified mail, return receipt requested, to the following address as may change from time to time:

Agenda Item #9.7.

83578.00012\34651639.2
Exhibit C
8 Our Town St. Helena
1451 Oak Avenue
St. Helena, CA 94574
Attn.: Executive Director

9.03 Duration. The covenants set forth in Articles 1, 2 and 3 herein shall be covenants running with the land until fifty-five (55) years from the date of recordation of this Regulatory Agreement against the Property. The covenants set forth in Articles 6 and 7 shall be covenants running with the land in perpetuity. All the covenants contained herein shall inure to the benefit of the City of St. Helena and its successors and assigns and are enforceable by the City of St.

Helena or its successors or assigns, without regard to whether the City is an owner of any land or interest to which such covenants relate. The City and such aforementioned parties, in the event of any breach of any such covenants contained herein, following the expiration of all applicable notice and cure periods shall have the right to exercise all of its rights and remedies allowed by law and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. The covenants and agreements established in this Regulatory Agreement, without regard to technical classification and designation, shall be binding upon all parties having any right, title, or interest in the Property, or any portion thereof and on their heirs, successors in interest and assigns until the covenants terminate. The parties agree that all future deeds or transfers of interest shall show the applicable restrictions of this Regulatory Agreement and, during the duration of this Regulatory Agreement, any transfer of the Property shall be subject to the terms and conditions of this Regulatory Agreement.

9.04 Successors and Assigns. Borrower, by and for itself and each successor to any interest in the Property, hereby specifically acknowledges and agrees to be bound by the covenants contained herein.

9.05 Amendment. This Regulatory Agreement may be amended only in writing by the City and the owner of the Project.

9.06 Non-Liability of Officials and Employees of the City and the Borrower. No member, official or employee of the City shall be personally liable to the Borrower, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Borrower or its successors, or on any obligations under the terms of this Regulatory Agreement.

9.07 Relationship Between City and Borrower. It is hereby acknowledged that the relationship between the City and the Borrower is not that of a partnership or joint venture and that the City and the Borrower shall not be deemed or construed for any purpose to be the agent of the other. Accordingly, except as expressly provided herein or in the Attachments hereto, the City shall have no rights, powers, duties or obligations with respect to the development, operation, maintenance or management of the Project. The Borrower agrees to indemnify, hold harmless and defend the City from any claim made against the City arising from a claimed relationship of partnership or joint venture between the City and the Borrower with respect to the development, operation, maintenance or management of the Property or the Project.

Agenda Item #9.7.

83578.00012\34651639.2
Exhibit C
9 9.08 City Approvals and Actions. Whenever a reference is made herein to an action or approval to be undertaken by the City, the City Manager or his or her designee is authorized to act on behalf of the City unless specifically provided otherwise or the context should require otherwise.

9.09 Counterparts. This Regulatory Agreement may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement.

9.10 Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Regulatory Agreement or of any of its terms. References to section numbers are to sections in this Regulatory Agreement, unless expressly stated otherwise.

9.11 Interpretation. As used in this Regulatory Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word “including” shall be construed as if followed by the words “without limitation.” This Regulatory Agreement shall be interpreted as though prepared jointly by both parties.

9.12 No Waiver. A waiver by either party of a breach of any of the covenants, conditions or agreements under this Regulatory Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Regulatory Agreement.

9.13 Modifications. Any alteration, change or modification of or to this Regulatory Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each party.

9.14 Severability. If any term, provision, condition or covenant of this Regulatory Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Regulatory Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.

9.15 Computation of Time. The time in which any act is to be done under this Regulatory Agreement is computed by excluding the first day (such as the day escrow opens), and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term “holiday” shall mean all holidays as specified in Section 6700 and 6701 of the California Government Code. If any, act is to be done by a particular time during a day, that time shall be Pacific Time Zone time.

9.16 Legal Advice. Each party represents and warrants to the other the following:
they have carefully read this Regulatory Agreement, and in signing this Regulatory Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Regulatory Agreement, or have knowingly chosen not to consult legal counsel as to the matters Agenda Item #9.7.

83578.00012\34651639.2
Exhibit C
10 set forth in this Regulatory Agreement, and, they have freely signed this Regulatory Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Regulatory Agreement, and without duress or coercion, whether economic or otherwise.

9.17 Time of Essence. Time is expressly made of the essence with respect to the performance by the City and the Borrower of each and every obligation and condition of this Regulatory Agreement.

9.18 Cooperation. Each party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Regulatory Agreement including, but not limited to, releases or additional agreements.

9.19 Conflicts of Interest. No member, official or employee of the City shall have any personal interest, direct or indirect, in this Regulatory Agreement, nor shall any such member, official or employee participate in any decision relating to the Regulatory Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested.

9.20 Governing Law. This Regulatory Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California. Should litigation occur, venue shall be in Superior Court of Contra Costa County. [continued on next page]
Agenda Item #9.7.

83578.00012\34651639.2
Exhibit C
11 9.21 Date of Regulatory Agreement. The date of this Regulatory Agreement shall be the date set forth in the first paragraph hereof.

CITY OF ST. HELENA
______________________________________
Mark Prestwich, City Manager
“CITY”
APPROVED AS TO FORM:
______________________________
Ethan Walsh, City Attorney
OUR TOWN ST. HELENA,
a California nonprofit corporation
By:

Its: _______________________
“BORROWER”
Agenda Item #9.7.

83578.00012\34651639.2
Exhibit C
12 1345199v1 05026/0036
EXHIBIT A to

AFFORDABLE HOUSING REGULATORY AGREEMENT
Legal Description of Property
[to be inserted]
Agenda Item #9.7.

83578.00012\34651639.2
Exhibit C
13 1345199v1 05026/0036

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of California
County of       )
On       before me,       , Notary Public
(insert name and title of the officer)
personally appeared       ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature       (Seal)

Agenda Item #9.7.

83578.00012\34651639.2
Exhibit D
1 ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of California
County of       )
On       before me,       , Notary Public
(insert name and title of the officer)
personally appeared       ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature       (Seal)

Agenda Item #9.7.

83578.00012\34651639.2
Exhibit E
1 EXHIBIT E

DEVELOPMENT COSTS AND BUDGET
The following are the Predevelopment Costs approved by the City to be paid with proceeds of the Loan. Any costs in addition to those set forth below shall be subject to approval by the City.

Agenda Item #9.7.

CITY OF ST. HELENA
RESOLUTION NO. 2022-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ST. HELENA AUTHORIZING: (1) A PERMANENT LOAN
TO OUR TOWN ST. HELENA (OTSH) IN AN AMOUNT OF
$250,000 FOR THE DEVELOPMENT OF 963 POPE
STREET; (2) USE OF MEASURE E – AFFORDABLE
HOUSING TRUST FUNDS (FUND 752) FOR THIS LOAN;
AND (3) THE CITY MANAGER TO EXECUTE ALL
NECESSARY DOCUMENTS FOR THIS LOAN.

WHEREAS, On August 27, 2019, the City Council authorized a loan from the Affordable Housing Trust Fund to Our Town St. Helena (OTSH) to assist with the acquisition of a property located at 963 Pope Street. The purchase price of the property was $850,000 for a 0.29-acre lot, zoned medium-density residential, with a 2-bedroom 1-bath house located near the front portion of the property. The property will be used solely for the use, operation, and development of affordable housing by constructing four additional units on the back half of the property for moderate-to low-income rental tenants; and
WHEREAS, The City and OTSH entered into a Housing Trust Fund Loan Agreement dated September 10, 2019, in the amount of $450,000 with zero percent interest, which funds were used to assist in the acquisition of the property; and WHEREAS, OTSH is currently leasing the existing unit on the property to a moderate income household, and desires to develop an additional four new units on the site to be leased to low income households; and
WHEREAS, Borrower is in the process of seeking construction and permanent financing for the construction and future operation of the New Units as affordable housing. Borrower has requested, and City desires to provide, an additional long term loan of Two Hundred Fifty Thousand Dollars ($250,000.00) from the Affordable Housing Trust Fund to assist with the construction and development of the New Units subject to certain terms and conditions as agreed to between the parties; and

NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST. HELENA AS FOLLOWS:

SECTION 1. The above recitals are true and correct and are incorporated herein by this reference.

Agenda Item #9.7.

SECTION 2. The City Council of the City of St. Helena hereby approves a permanent loan agreement of $250,000 from the Affordable Housing Trust Fund to Our Town St. Helena for the development for four new affordable housing units on the property referenced above, pursuant to the terms and conditions set forth in the Affordable Housing Trust Fund Permanent Loan Agreement (the “Loan Agreement”) provided in the staff materials provided to Council concurrently with this Resolution..

SECTION 3. The City Manager is authorized to execute the Loan Agreement and to execute all documents and carry out such actions as necessary to make the loan and carry out Council’s direction as set forth herein.

SECTION 4. The City Council of the City of St. Helena Hereby authorizes an appropriation of $250,000 in FY 2022-23 to the Affordable Housing Trust Fund to make the loan as set forth herein.

Approved at a Regular Meeting of the St. Helena City Council on February 8, 2022, by the following vote:

Mayor Geoff Ellsworth: ____
Vice Mayor Paul Dohring: ____
Council Member Anna Chouteau: ____
Council Member Lester Hardy: ____
Council Member Eric Hall: ____
APPROVED: ATTEST:
______________________ ________________________
Geoff Ellsworth, Mayor Cindy Tzafopoulos, City Clerk
Agenda Item #9.7.

Report to the City Council
Regular City Council - 08 Feb 2022
Agenda Section: PUBLIC HEARINGS
Subject: Second reading and intention to adopt an ordinance amending the St. Helena Municipal Code Chapter 5.40
(Permits for Elder and/or Dependent Adult Caregivers) to transfer responsibility for managing the registration and background check process of individual caregivers from the County, except in special circumstances, to the California Department of Social Services (CDSS) via their Home Care Aide Registry.

CEQA
Determination:

Not a CEQA project
Prepared By: Chris Hartley, Chief of Police
Reviewed By: April Mitts, Administrative Services Director Approved By: Mark T. Prestwich, City Manager

BACKGROUND
California State Assembly Bill AB 1217, the Home Care Services Protection Act (Act), went into effect on January 1, 2016. The Act requires the licensure and regulation of Home Care Organizations and affiliated Home Care Aides. It also provides for Independent Home Care Aides, not affiliated with a Home Care Organization, to voluntarily complete the application process and submit to, and pass, a criminal record screening in order to become registered.

In 2015, the Napa County Code was amended in response to this Act, which made those sections specific to home caregiver businesses (Home Care Organizations), unnecessary. At the time, the Area Agency on Aging Napa/Solano (AAANS) was responsible for managing the caregiver permit program. As a result of the amended County code, AAANS ceased permitting businesses but continued to manage the permitting of individual caregivers with assistance from the County.

Agenda Item #10.1.

In June 2018, Napa County took over the sole responsibility for managing the caregiver permitting program. This transition provided an opportunity for the County and the Commission on Aging to revisit the County’s ordinance with a focus on enhancing efforts to enforce the ordinance and increasing protections to vulnerable elderly and dependent adults.

The County’s background check process did not require fingerprinting and there was no mechanism for the County to receive subsequent arrest/conviction reports; consequently, a caregiver could commit a disqualifying crime that goes undetected until their permit is renewed. The County proposed amendments to its ordinance to address this issue by requiring Napa County caregivers to register through the California Department of Social Services (CDSS) Home Care Aide Registry. By mandating that Napa County caregivers register through the CDSS Home Care Aide Registry, caregivers will be required to pass a live scan (electronic fingerprint) criminal record screening through the Department of Justice (DOJ) and the Federal Bureau of Investigation (FBI). Additionally, CDSS will receive subsequent reports of arrests and convictions from the DOJ. If notified by the DOJ, CDSS will be responsible for updating the Home Care Aide Registry accordingly.

Law enforcement and community members alike will be able to access this on-line database to verify the status of a caregiver in order to determine if they have successfully completed the registration requirements and passed the criminal background check. This requirement will significantly increase protections to our vulnerable elderly and dependent adults in addition to reducing the County’s administrative responsibilities.

On February 4, 2020, the Napa County Board of Supervisors adopted County Ordinance No. 1454 to amend Chapter 5.60 of the Napa County Code. The amendments adopted by the County mandate the use of the CDSS Home Care Aide Registry in order to strengthen protections to vulnerable elderly and dependent adults. Following adoption of the County’s ordinance, Napa County staff began to coordinate with the cities in the County and Town of Yountville to make changes to each jurisdiction’s applicable ordinance to ensure that the applicable requirements are consistent in all jurisdictions.

The City of St. Helena adopted ordinance 2010-2 "ADDING CHAPTER 5.40 TO THE ST.

HELENA MUNICIPAL CODE, ADOPTING CHAPTER 5.60 OF TITLE 5 OF THE NAPA

COUNTY CODE BY REFERENCE, RELATING TO REQUIREMENTS FOR PERMITS FOR ELDER AND/OR DEPENDENT ADULT CAREGIVERS" on June 22, 2010. This ordinance adopted the County Code by reference. However, the City has not updated its original ordinance to incorporate the updates made by the County since that time, including the amendments discussed above that require registration of local caregivers through the CDSS Home Care Aide Registry. Government Code Section 50022.9 allows a City to adopt provisions of a County Code by reference (as the City did here), but any amendments to the County Code must be separately adopted by the City Council and are not automatically incorporated into the City’s Municipal Code. Therefore, the City’s Code still reflects the County’s original code adopted in 2010, without subsequent amendments.

Napa County Health and Human Services contacted the City of St. Helena and requested that the City's code be updated to provide for consistent with the County’s updated Agenda Item #10.1.

ordinance, to help ensure consistent regulation and enforcement of this industry in Napa County.

The first reading of the proposed ordinance was held at the January 11, 2022, regular City Council meeting.

DISCUSSION
The purpose of the proposed ordinance is to amend portions of Chapter 5.40 of the St.

Helena Municipal Code by deleting the requirement that caregivers obtain a locally issued permit and adding a mandate that all Napa County caregivers register through the California Department of Social Services (CDSS) Home Care Aide Registry. This change will transfer the responsibility for background checks and permit issuance from Napa County to CDSS, except in limited situations when a care recipient chooses to hire a caregiver denied registration through CDSS due to reasons set forth in the Health and Safety code section 1796.25.

In addition, the proposed amendment would require that all registered St. Helena caregivers consent to having their first name, last name, birth day and birth month and personnel Home Care Registry ID number or limited permit holder designation, posted on the County website. This will provide law enforcement a mechanism to determine whether a caregiver is in compliance with the ordinance at any time of day or night.

Lastly, the requirement that caregivers provide proof that they have tested negative for tuberculosis will be changed from an annual requirement to a biennial requirement in order to align with the Home Care Aide Registry renewal.

FISCAL IMPACT
There is no fiscal impact.

RECOMMENDED ACTION
Approve the second reading and adopt the ordinance by title only and waive further reading.

ATTACHMENTS
2010-2 Adult Caregiver June 22
BOS 1-14-2020 Caregiver Ordinance Agenda Item
Current vs. Proposed Ordinance Summary 12.10.19
CHAPTER 5.60 Redline
Adult Caregiver Ordinance 2022-
Agenda Item #10.1.

CITY OF ST. HELENA, CALIFORNIA
Ordinance No. 2010- 2
ADDING CHAPTER 5.40 TO THE ST. HELENAMUNICIPAL CODE,
ADOPTING CHAPTER 5.60 OF TITLE 5 OF THE NAPA COUNTY

CODEBY REFERENCE,RELATING TO

REQUIREMENTSFOR PERMITS FOR ELDERAND/ OR DEPENDENT

ADULT CAREGIVERS
The City Council of the City of St. Helena does ordain as follows:

Section 1. Findings.

Whereas Government Code sections 50022.2 and 50022.9 permit the City Council to adopt an ordinance adopted by the County of Napa, by reference; and Whereas the Napa County Commission on Aging has prepared an ordinance intended to be adopted and implemented uniformly throughout Napa County, intended to promote the health and safety of elders by establishing a uniform, countywide system of issuing permits to all persons who provide caregiver services to elders; and
Whereas on May 18, 2010, the Napa County Board of Supervisors conducted the first reading of an ordinance that will add Chapter 5.60 to Title 5 of the Napa County Code of Ordinances relating to requirements for elders and or dependent adult caregivers, and on May 25, 2010, the Board of Supervisors did adopt that ordinance.

Whereas, the City Council adopts the ?ndings set forth in the County ordinance and desires to implement the regulatory provisions of the ordinance within the City of St. Helena.

Section 2. Adoption by Reference. Chapter 5.60 of Title 5 of the Napa County Code of Ordinances relating to permit requirements for elder and or dependent adult caregivers, is hereby adopted by reference. Any fees required by the County of Napa in the processing of the permit applications required by the ordinance shall be as imposed by the Board of Supervisors by Board resolution and paid to the appropriate County designated of?ce.

Section 3. Violation of this ordinance is a misdemeanor or infraction, punishable by a ?ne, imprisonment in the county jail up to one year, or a combination of both.

Section 4. Copy of County Ordinance. Consistent with the requirements of Government Code section 50022.6, upon the adoption of this ordinance, one copy of the County's ordinance adopted by reference shall be maintained by the City's enforcement officer, the Chief of Police.

Agenda Item #10.1.

Section 5. Severa i ‘Q: If any sectio ,subsect'on, se tence, c a se, ase o ofthis ordinance is for any reaso he d to e in a
' y a co rt ofc ete
jurisdiction, such dec's'on shall ot affec eva 'd'ty oft e ema' ' gp '0 so this ordinance. The City Cou c’ oft e 'ty e e ahe e y ec a es’ have passed and adopte th's or ina cea eac a a 0 ‘so s ereof irrespective of the fact that a y one o ore of sai rovisions e ec are ' va'
The foregoing ordinance was passed and adopted a a egu a ee ' g o e
Council of the City of St. Helena, State of California, e d on e 22 ay 0 e, 2 by the following vote:

AYES: Councilmembers Sklar, Crull, Sanchez, Schoch, ayo B itto NOES: None
ABSENT: None
APPROVED- . EST: D Britton Gu'josa
Mayor City Clerk
bl1 . n 1 n u phr rword
n 1 b vl1db u omp nt
11 n tth 111 h 1‘ mn ort1 n f
n11 h C1 ofSt.H 1 n rb d lr ltwoud
d 1 d n nd hnd1prv11nh
n rm dp b d dn 1d
t R lrM t1n fth C1ty
hl th d 01
Agenda Item #10.1.

Agenda Date: 1/14/2020
Agenda Placement: 9E
Set Time: 9:50 AM PUBLIC HEARING
Estimated Report Time: 15 Minutes

NAPA COUNTY BOARD OF SUPERVISORS
Board Agenda Letter
TO: Board of Supervisors
FROM: JoAnn Melgar for Jennifer Yasumoto - Director
Health & Human Services Administration
REPORT BY: JoAnn Melgar, Staff Services Analyst II - 707-253-4722 SUBJECT: Amendment to Permits for Elder or Dependent Caregivers Ordinance (1st Reading)

RECOMMENDATION
First reading and intention to adopt an ordinance amending the Napa County Code Chapter 5.60 (Permits for Elder and/or Dependent Adult Caregivers) to transfer responsibility for managing the registration and background check process of individual caregivers from the County, except in special circumstances, to the California Department of Social Services (CDSS) via their Home Care Aide Registry.

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

EXECUTIVE SUMMARY
The purpose of the proposed ordinance is to amend portions of Chapter 5.60 of the Napa County Code by deleting the requirement that caregivers obtain a locally issued permit and adding a mandate that all Napa County caregivers register through the California Department of Social Services (CDSS) Home Care Aide Registry. This change will transfer the responsibility for background checks and permit issuance from the County to CDSS, except in limited situations when a care recipient chooses to hire a caregiver denied registration through CDSS due to reasons set forth in the Health and Safety code section 1796.25.

In addition, the proposed amendment would require that all registered Napa County caregivers consent to having their first name, last name, birth day and birth month and personnel Home Care Registry ID number or limited permit holder designation, posted on the County website. This will provide law enforcement a mechanism to determine whether a caregiver is in compliance with the ordinance at any time of day or night.

Lastly, the requirement that caregivers provide proof that they have tested negative for tuberculosis will be changed from an annual requirement to a biennial requirement in order to align with the Home Care Aide Registry renewal Agenda Item #10.1.

process. A summary of these changes is attached to this Agenda item.

PROCEDURAL REQUIREMENTS

1. Open Public Hearing.

2. Staff reports.

3. Public Comments.

4. Close Public Hearing.

5. Clerk reads the Ordinance Title.

6. Motion, second, discussion and vote to waive the balance of the reading of the ordinance.

7. Motion, second, discussion and vote on intention to adopt the ordinance.

FISCAL & STRATEGIC PLAN IMPACT
Is there a Fiscal Impact? No
County Strategic Plan pillar addressed: Effective and Open Government

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

BACKGROUND AND DISCUSSION
California State Assembly Bill AB 1217, the Home Care Services Protection Act (Act), went into effect on January 1, 2016. The Act requires the licensure and regulation of Home Care Organizations and affiliated Home Care Aides.

It also provides for Independent Home Care Aides, not affiliated with a Home Care Organization, to voluntarily complete the application process and submit to, and pass, a criminal record screening in order to become registered.

In 2015, the county code was amended in response to this Act, which made those sections specific to home caregiver businesses (Home Care Organizations), unnecessary. At the time, the Area Agency Serving Napa and Solano Counties was responsible for managing the caregiver permit program. As a result of the amended County code, the Area Agency on Aging Serving Napa and Solano ceased permitting businesses but continued to manage the permitting of individual caregivers with assistance from the County.

In June 2018, the Area Agency on Aging serving Napa and Solano Counties dissolved and Napa County took over the sole responsibility for managing the caregiver permitting program. This transition provided an opportunity for the County and the Commission on Aging to revisit the ordinance with a focus on enhancing efforts to enforce the ordinance and increasing protections to vulnerable elderly and dependent adults.

The current background check process does not require fingerprinting and there is no mechanism for the County to receive subsequent arrest/conviction reports; consequently, a caregiver may commit a disqualifying crime that goes undetected until their permit is renewed. By mandating that Napa County caregivers register through the CDSS Home Care Aide Registry, caregivers will be required to pass a live scan (electronic fingerprint) criminal record screening through the DOJ and the FBI and CDSS will receive subsequent reports of arrests and Board Agenda Letter Tuesday, January 14, 2020

Agenda Item #10.1.

convictions from the DOJ. If notified by the DOJ, CDSS will be responsible for updating the Home Care Aide Registry accordingly. Law enforcement and community members alike will be able to access this on-line database to verify the status of a caregiver in order to determine if they have successfully completed the registration requirements and passed the criminal background check. This requirement will significantly increase protections to our vulnerable elderly and dependent adults in addition to reducing the County’s administrative responsibilities.

On July 22, 2019, the Napa County Commission on Aging reviewed and approved the changes outlined in this proposed ordinance to amend Chapter 5.60 of the Napa County Code. The Commission on Aging is recommending that the Board of Supervisors amend Chapter 5.60 to mandate the use of the CDSS Home Care Aide Registry in order to strengthen protections to vulnerable elderly and dependent adults. Staff plans to coordinate with the cities and Town of Yountville to make sure the changes to the ordinance are consistent in all jurisdictions.

SUPPORTING DOCUMENTS
A . Caregiver Ordinance-CLEAN
B . Caregiver Ordinance-TRACKED
C . Summary of Changes to Caregiver Ordinance
CEO Recommendation: Approve
Reviewed By: Ben Guerrieri
Board Agenda Letter Tuesday, January 14, 2020

Agenda Item #10.1.

CAREGIVER PERMIT ORDINANCE
BACKGROUND DECEMBER 10, 2019
May 25, 2010 Napa Caregiver Permit ordinance was adopted.

Nov. 24, 2015 Amendment in response to the Home Care Services Protection Act (AB 1217 effective 1.1.2016) which transferred the responsibility of the licensure and regulation of home care organizations and the registration of affiliated home care aides to CDSS, making provisions of the original ordinance unnecessary. The amendment also added the requirement that caregivers obtain a tuberculosis test to verify they are tuberculosis negative.

July 1, 2018 Prior to July 1, the Area Agency on Aging serving Napa and Solano was managing the caregiver permitting program. This organization closed June 30, 2018 and Napa County Health and Human Services, Comprehensive Services for Older Adults (CSOA) division, took over the management of the program.

January 2019 Convened a workgroup consisting of: CSOA staff, DA, Assessor/Recorder’s Office and members of the Commission on Aging to discuss the effectiveness of the ordinance, CDSS’s Home Care Aide Registry and El Dorado County’s ordinance.

April 2019 Started working on an amendment to the ordinance that would incorporate the use of CDSS’s Home Care Aide Registry.

July 22, 2019 Presented a “draft” amended ordinance to the Commission on Aging and they agreed to recommend the Board of Supervisors adopt the amended ordinance.

CURRENT ORDINANCE DRAFT AMENDED ORDINANCE
Application Process County/CSOA manages application process CDSS manages application process Background Checks Annual background check through vendor (National Crime Search, Inc.) with no
mechanism to track subsequent
arrest/conviction information.

Electronic fingerprints submitted to DOJ and FBI.

Subsequent arrest/conviction information reported to
CDSS Caregiver Background Check Bureau.

Permit/
Registration
Registrar’s office collects money & issues
caregiver permit card.

CDSS assigns a home care aide personnel ID number
and updates the home care aide registry search page
(pending, registered, denied, revoked, etc).

Disqualifying
Crimes
List of disqualifying crimes (see link to list
below).

Expanded list of disqualifying crimes (see link to list below).

Background Check $55 – $76.95
(depending on
residence
county)
CDSS Application $35
Permit $20 Livescan $10-$50
Passport Photo $5-$15.00 DOJ $32
FBI $17
Initial Registration $94-$134
Fees
Annual Cost $80 - $111.95
Renewal (every 2 yrs) $35
Tuberculosis
Screening
Proof of negative TB required annually. Proof of negative TB required every two years at the time of Home Care Aide Registry renewal.

Limited Permit Can be issued when an elder or disabled
adult wants a caregiver who would normally
be ineligible due to criminal background.

Can be issued when an elder or disabled adult wants a
caregiver who would normally be ineligible due to
criminal background.

Searchable
Database
No – community members/law enforcement
need to call CSOA during business hours to
determine whether a caregiver is permitted.

Yes – CDSS Home Care Aide Registry is searchable.

Additionally, a requirement that caregivers consent to
having their first & last name, birth day & birth month (but not year) and Home Care Aide Personnel ID #
posted on the county website.

Agenda Item #10.1.

12.10.19 ADDITIONAL RESOURCES
• CDSS Caregiver Background Check Bureau List of Non-exemptible Crimes http://www.ccld.ca.gov/res/pdf/non_exempt.pdf
• El Dorado County Elder and Dependent Adult Protection Ordinance https://www.edcgov.us/government/humanservices/senior%20services/family%20caregiver%20support%20pr ogram/documents/Ordinance%20No.%205008%20(1).pdf
• AB – 1217 Home Care Services Protection Act
http://ccld.ca.gov/res/pdf/HCSB/WrittenDirectives_VersionThree.pdf • CDSS Home Care Aide Registry https://secure.dss.ca.gov/ccld/hcsregistry/About.aspx • CDSS Resources for Home Care Organizations
https://www.cdss.ca.gov/Portals/9/CCLD/CCCS/HCSB/Fact%20Sheet%20Services%20FINAL.pdf?ver=2018-09- 20-103941-860
• CDSS Home Care Services Protection Act FAQ’s http://www.ccld.ca.gov/res/pdf/FAQs_for_HCSB_Site.pdf • CDSS Home Care Services Consumer Protection Act Fact Sheet https://www.cdss.ca.gov/Portals/9/CCLD/CCCS/HCSB/Fact%20Sheet%20Program.pdf?ver=2018-09-20-103941- 000
Agenda Item #10.1.

Created with a trial version of Syncfusion Essential DocIO.

ChapterCHAPTER 5.60 - PERMITS FOR ELDER AND/OR DEPENDENT ADULT CAREGIVERS[2]PROTECTION

5.60.010 - Definitions.
"The following words and phrases, when used in this title, shall be construed as follows:
“Advertise" includes, but is not limited to, the issuance of any card, sign, or device to any person, the causing, permitting, or allowing of any sign or marking on or in any building or structure, or in any newspaper, magazine, or by airwave or any electronic transmission, or in any directory under a listing as a caregiver providing in home services or a caregiver referral agency covered by this chapter.
" “Affiliated home care aide” means an individual, 18 years of age or older, who is employed by a home care organization to provide home care services or in-home services to a client. “Caregiver"” and “home care aide” means any person that provides personal and/or domestichome care services and/or in-home services for profit, compensation or any form of consideration for an elder and/or dependent adult.
"Caregiver coordinator" means the county designated organization that accepts caregiver permit applications, forwards applications to the industry specialist for background checks, and notifies applicants and the county of applicant status. "Caregiver permit" means a permit for an individual person to work for profit as an elder and/or dependent adult caregiver.
"
“Caregiver Coordinator” means a Napa County employee/s responsible for verifying home care aide registration and overseeing the limited permit program. “Caregiver referral agency"” means an individual, eighteen years or older, partnership, corporation, limited liability company, joint venture, association or other entity that offers and/or arranges caregivers for referral into the unlicensed homes of elders and/or dependent adults for the purpose of providing personal and/or domestic service and/or in-home services to the elder and/or dependent adult for compensation or any form of consideration. " “Client” means an individual who receives home care services or in-home services from a registered home care aide or a limited caregiver permit holder. “Dependent adult"” has the same meaning as used in Penal Code Section 368 (any person between the ages of eighteen18 and sixty-four64, who has physical or mental limitations which restrict his or hertheir ability to carry out normal activities or to protect his or hertheir rights, including, but not limited to, persons who have physical or developmental disabilities or whose physical or mental abilities have diminished because of age. "Dependent Adult" includes any person between the ages of eighteen18 and sixty-four64 who is admitted as an inpatient to a twenty-four 24-hour health facility).

Agenda Item #10.1.

Created with a trial version of Syncfusion Essential DocIO. "Disqualifying crimes" means a list of criminal offenses that disqualifies an applicant from obtaining a caregiver permit. The list shall be adopted by resolution on the date this ordinance is passed and may be amended by adoption of subsequent resolutions. " “Elder"” has the same meaning as used in Penal Code Section 368 (any person who is sixtyfive65 years of age or older). "Home care “For profit” means any type of compensation or consideration, whether in the form of current or future benefit, provided by the elder or dependent adult to the caregiver for the caregiver's services.
“Home care services or in-home services” means nonmedical services and assistance provided by a home care aide to a client who, because of advanced age or physical or mental disability, cannot perform these services. These services enable the client to remain in their residence and include, but are not limited to, assistance with the following: bathing, dressing, feeding, exercising, personal hygiene and grooming, transferring, ambulating, positioning, toileting and incontinence care, assisting with medication that the client self-administers, housekeeping, meal planning and preparation, laundry, transportation, correspondence, making telephone calls, shopping for personal care items or groceries, and companionship. “Independent home care aide” means an individual, 18 years of age or older, who is not employed by a home care organization (as defined in Home Care Services Consumer Protection Act), but who is listed on the home care aide registry" and is providing home care services or inhome services through a direct agreement with a client. “Home Care Aide Registry” means the California State Department of Social Services, Home Care Services, registry of registered home care aides and home care aide applicants Home Care Aide Registry.
" “Home care organization"” means an individual, eighteen18 years of age or older, firm, partnership, corporation, limited liability company, joint venture, association, or other entity that arranges for personal and domestichome care services or in-home services by aan association, or other entity that arranges for home care services or in-home services by an affiliated home care aide to a client and is licensed bypursuant to the State of CaliforniaHealth and Safety Code. "Home services" or "in-home services" means providing personal and/or domestic services to an elder and/or dependent adult, or personal services and domestic services in the elder and/or dependent adult's temporary or permanent place of residence, which are intended to enable that individual to remain safely and comfortably in his or her own residence. "Industry specialist" means a private company that enters into a contract with the caregiver coordinator to perform the background checks on individuals applying for a caregiver permit. " “Limited caregiver permit"” means a permit to work for profit as a caregiver for a single elder and/or dependent adult only (rather than for multiple clients).) when a care provider has been found ineligible for the Home Care Registry Aide.

Agenda Item #10.1.

Created with a trial version of Syncfusion Essential DocIO. " “Personal and/or domestic services"” includes the following services for elders and/or dependent adults: domestic services performed on a regular basis more than one day a week such as housework, meal preparation, meal clean-up, laundry, grocery and other essential shopping, other errands, heavy house or yard cleaning; and/or personal services performed on a regular basis such as bathing, oral hygiene, grooming, dressing, feeding, assistance with ambulation and/or transfers, care and assistance with medical apparatus, taking an elder and/or dependent adult to and from medical appointments, or any other similar acts. "Public authority" has the same meaning as used in Welfare and Institutions Code Section 12301.6.
"Registered home care aide" means an individual, eighteen years or older, who is listed on the home care aide registry.
" “Registered means a caregiver or home care aide whose registration status on the Home Care Aide Registry search page is “registered” pursuant to the Home Care Services Consumer Protection Act, Article III, Section 90-071(a)(2).
“Undue influence" consists of any one or more of the following: (1) the use, by one in whom a confidence is reposed by another, or who holds a real or apparent authority over that other, of such confidence or authority, for the purpose of obtaining an unfair advantage over the other; or, (2) taking an unfair advantage of another's weakness of mind; or, (3) taking a grossly oppressive or unfair advantage of another's necessities or distress. Whether from weakness on one side, or strength on the other, or a combination of the two, undue influence occurs whenever there results that kind of supremacy of one mind over another by which that other is prevented from acting according to his or hertheir own wish or judgment, and whereby the will of the other is overborne and he/she is induced to do an act that, if left to act freely, he/she would not do.

5.60.020 - Permit– Home Care Aide Registry—Required.

A. It is unlawful for any person to act as a caregiver without a valid caregiver permit. This section shall not apply to persons who are registered nurses, licensed vocational nurses, nurse practitioners, physician assistants, certified nursing assistants, physical therapists, certified home health aides, registered home care aides, or similar occupations for which the person already possesses a valid and current state license or state certificate and has passed a state and FBI background check.

B.

A. It is unlawful for any person, including individuals who are not employed by a home care organization but who provide home care services or in-home services to a client, unless expressly exempted by Home Care Services Consumer Protection Act and Health and Safety Code Section 1796.14 (c), to act as a caregiver and/or home care aide for profit or compensation unless such individual is listed on the home care aide registry pursuant to the Home Care Services Consumer Protection Act.

B. It is unlawful for a caregiver referral agency to arrange, promote, advertise, and/or include on a list, a caregiver for the purpose of providing personal and/or domestic services to an elder and/or dependent adult when the caregiver does not have a valid caregiver permit required pursuant to this chapter. without providing a “home care aide personnel ID number”.

Agenda Item #10.1.

Created with a trial version of Syncfusion Essential DocIO.

C. This section does not apply to the county Board of Supervisors, a public authority, or a nonprofit consortium established to implement an In-Home Supportive Services Program as described in Welfare and Institution Code Sections 12301.6. et seq.

D. This section does not apply to a facility that is licensed and regulated by the State of California through a process that requires the facility's employees to be the subject of a background check prior to employment.

E. Violation of this ordinancechapter is a misdemeanor or infraction, punishable by a fine, imprisonment in the county jail up to one year, or a combination of both.

5.60.030 - PermitRegistration—Application.

Each application for an individual permit to act as a caregiver shall contain the following information and shall be submitted to the caregiver coordinator:

A. The full true name and any other names ever used by the applicant; B. The current residential address and telephone number of the applicant; C. Each residential and business address of the applicant for the five years immediately preceding the date of the application, and the inclusive dates of each address; D. All fictitious business names used by the applicant and the respective addresses of those businesses;
E. Written proof that the applicant possesses a valid social security number; F. Written proof that the applicant is at least eighteen years of age unless the particular business has a different age requirement pursuant to state or federal law, in which case proof of the applicable state or federal law requirement shall be provided; G. Applicant's height, weight, and color of eyes and hair; H. Submit two identification type photographs (one and one-half inches high by one inch wide);
I. Applicant's business, occupation and employment history for the five years immediately preceding the date of application, including addresses and dates of employment; J. The name and business address of any employing individual elder and/or dependent adult or home care organization within the last five years; K. Whether the applicant has ever had any license or permit issued by any agency or board, or any city, county, state or federal agency revoked or suspended, or has had any professional or vocational license or permit revoked or suspended within five years immediately preceding the application, and, if so, the reason for the suspension or revocation;
L. All criminal convictions of the applicant, including those dismissed pursuant to Penal Code Section 1203.4, except traffic, and a statement of the dates and places of such convictions;
M. Written proof that the applicant is free of active tuberculosis diseases; and N. Such other identification and information as may be required to substantiate the matters required to be set forth in the application.

Agenda Item #10.1.

Created with a trial version of Syncfusion Essential DocIO.

5.60.040 - Permit—Fees.

A. An application fee in the amount adopted by resolution of the board shall be paid by each applicant at the time of application and upon annual renewal thereafter.

B. A permit fee in the amount adopted by resolution of the board shall be paid by each applicant at the time of issuance of the permit and upon annual renewal thereafter.

5.60.050 - Permit issuance or denial; grounds for denial.

A. Upon submittal of a complete application, the caregiver coordinator shall forward the application to the industry specialist who shall conduct a background investigation to determine an applicant's fitness to conduct the occupation of caregiver.

B. Except as otherwise provided in this code, upon completion of the investigation of an individual applicant, the county shall issue a permit unless:

1. The applicant has any misdemeanor or felony conviction for violation of the Penal Code Sections included on the list of disqualifying crimes;

2. The applicant has knowingly made a false or misleading statement of a material fact or omission of a material fact in the application;

3. The applicant has had a similar type of registration, license, permit, or certificate previously denied, suspended for a total of six months, or revoked, within five years immediately preceding the date of the filing of the application, and the applicant can show no material changes in circumstances since such denial, suspension, or revocation;

4. The applicant is on informal or formal probation in any jurisdiction;

5. The applicant has had a felony conviction within ten years immediately preceding the date of the application; or

6. After request by the caregiver coordinator, the applicant fails to provide proof of any application requirement set forth in Section 5.60.030.

5.60.060 - Permit—Right to appeal.

Any applicant denied a caregiver permit shall be afforded an appeal as follows:

A. For a denial under subsections (B)(2), (3), (6) of Section 5.60.050, an appeal as prescribed by the Chapter 2.88.

B. For a denial pursuant to a disqualifying crime, an appeal as prescribed by the industry specialist.

Each applicant, including individuals who are not employed by a home care organization but who provide home care services or in-home services to a client in Napa County, California, unless expressly exempted by Home Care Services Consumer Protection Act, Article 2, Section 1796.14 (c) shall comply with the conditions and requirements of Home Care Services Consumer Protection Act, Health and Safety Code Sections 1796.19, 1796.21, 1796.22, 1796.23 and 1796.24. Individuals who are not employed by a home care organization but who provide home care services or in-home services to a client, unless expressly exempted by Home Care Services Consumer Protection Act, Health and Safety Code Section 1796.14 (c), shall provide the Caregiver Coordinator proof that they have tested negative for Tuberculosis.

Agenda Item #10.1.

Created with a trial version of Syncfusion Essential DocIO.

5.60.040 – Registration – Publication
The first and last name, birth day and birth month (but not year) and home care aide personnel ID number or limited permit holder designation, for every registered caregiver and limited caregiver permit holder, will be posted on the Napa County website.

5.60.050 - Registration—Denial and revocation.

An application for registration may be denied, and registration may be revoked pursuant to Home Care Services Consumer Protection Act, Health and Safety Code Sections 1796.25 and 1796.26.

5.60.060 - Registration —Update and renewal.

To remain on the home care aide registry, each registered home care aide, including individuals who are not employed by a home care organization but who provide home care services or in-home services to a client, unless expressly exempted by Home Care Services Consumer Protection Act, Health and Safety Code Section 1796.14 (c), shall renew their registration every two years, pursuant to Home Care Services Consumer Protection Act Health and Safety Code Section 1796.31. To renew their registration, individuals who are not employed by a home care organization but who provide home care services or in-home services to a client, unless expressly exempted by Home Care Services Consumer Protection Act, Health and Safety Code Section 1796.14 (c), shall provide the Caregiver Coordinator proof that they have tested negative for Tuberculosis.

5.60.070 - Permit—Limited caregiver permit.

A. A person who would otherwise qualify as an applicanthas applied for a caregiver permitthe Home Care Aide Registry but cannot do so becausewas denied for any of a disqualifying convictionthe reasons set forth in the Health and Safety code section 1796.25 may request a limited caregiver permit that from the Caregiver Coordinator. The limited permit will authorize the applicant to perform home care services or in-home services for a single employing elder or dependent adult. An individual may possess only a single limited caregiver permit at any one time. and a limited permit must be renewed annually from the date it was first issued.

B. A limited caregiver permit may be issued, if the following conditions have been satisfied:

1. There is no ongoing Law enforcement investigation or APS report for Elder Abuse.

2. Together with the application and payment of fees required to the Napa County Clerk-Recorder for a permit under Sections 5.60.30 and 5.60.040, the applicant shall submit a notarized and/or witnessed declaration from the employing elder and/or dependent adult acknowledging the following:
a. That he or she isthey are aware that the elder and/or caregiver applicant is not eligible for an elder and/or dependent adult caregiver permit; the Home Care Aide Registry.

Agenda Item #10.1.

Created with a trial version of Syncfusion Essential DocIO. b. That he or she hasthey have been provided, reviewed, and isare aware of the criminal exemptionsconvictions that prevent anprevented the applicant from passingbeing qualified for the background checkHome Care Aide Registry and he or she understandsthey understand that the applicant has a disqualifying conviction; c. That he or she desiresthey desire to employ the applicant as an elder and/or dependent adult caregiver notwithstanding the applicant's ineligibility to obtain a non-limited permitbe registered on the Home Care Aide Registry due to previous criminal convictions; d. That he or she hasthey have knowingly, intelligently, and voluntarily chosen the applicant to be their caregiver;
e. That he or she understandsthey understand the possible danger and potential risk involved with hiring a caregiver who was unable to pass the background checkbe registered and agreesagree to accept any and all risks associated with the decision to hire the applicant; , and f. That he or shethey, to the full extent permitted by law, shall hold harmless, defend at his or hertheir own expense, and indemnify the county, the caregiver coordinator and theits officers, agents, employees, including the caregiver coordinator, and volunteers of the county and the caregiver coordinator, from any and all liability, claims, losses, damages or expenses, including reasonable attorney fees, for personal injury (including death) or damage to property, arising from all acts or omissions of the applicant.
g. All individuals with limited caregiver permits must show proof of permit while providing home care services or in-home services.

C. A limited caregiver permit provided under this section shall be subject to any regulatory and/or criminal action as if it were a . Failure to provide proof of permit issuedis a violation under Chapter 5.60. 020(C)

5.60.075 - Permit—Validity. – [Reserved]
A. Upon issuance of the letter from the caregiver coordinator approving the application, the applicant shall have thirty days to submit the approval letter to the recorder-county clerk.

After thirty days, the approval letter will become null and void.

B. The caregiver permit shall be valid for a period of one year. Thereafter, it may be renewed for additional one year periods by submittal of a renewal application and payment of the applicable fees.

C. A limited caregiver permit shall be valid for a period of one year. Thereafter, it may be renewed for additional one year periods by submittal of an application, a current notarized and/or witnessed declaration and payment of the applicable fee. A limited caregiver permit shall not be issued to anyone that has previously had such a permit suspended or revoked.

5.60.080 - Threatening, coercing, intimidating, or using undue influence—Prohibited.

It is unlawful for any person to threaten, coerce, intimidate, or use undue influence upon an elder and/or dependent adult in order to obtain a statement required under Section 5.60.070.

Any person found to have threatened, coerced, intimidated, or unduly influenced an elder and/or dependent adult may be the subject of criminal prosecution as provided in subsection (E) of Section 5.60.020 above.

5.60.085 - PermitRegistry—Advertising.

Agenda Item #10.1.

Created with a trial version of Syncfusion Essential DocIO.

A. It is unlawful for any person to advertise as a caregiver covered by this chapter unless that person holds a valid permitis registered on the Home Care Aide Registry under this chapter which is listed in the classification so advertised. .

B. It is unlawful for any referral agency to advertise for a caregiver covered by this chapter unless that caregiver holds a valid permitis registered on the Home Care Aide Registry under this chapter which is listed in the classification so advertised.

C. Any person or caregiver referral agency who advertises or puts out any sign or card or other device that would indicate to the public that he or she isthey are a caregiver, or who causes his or hertheir name or business name to be included in a classified advertisement orto a directory under a classification for caregivers covered by this chapter, is required to include their permit identificationthe Home Care Aide’s Personnel Identification number in the advertisement.

5.60.090 - Permit—Update and renewal. – [Reserved]
Each individual permit holder shall apply for renewal of his or her permit prior to the expiration of said permit within one year of the issuance date. Renewal applications shall include any new information not contained in the original application.

Agenda Item #10.1.

Ordinance No. 2022-
AMENDING CHAPTER 5.40 TO THE ST. HELENA MUNICIPAL CODE, ADOPTING CHAPTER 5.60 OF TITLE 5 OF THE NAPA COUNTY CODE BY REFERENCE,

RELATING TO REQUIREMENTS FOR PERMITS FOR ELDER AND/OR DEPENDENT

ADULT CAREGIVERS
The City Council of the City of St. Helena does ordain as follows:

Section 1. Findings.

Whereas Government Code sections 50022.2 and 50022.9 permit the City Council to adopt an ordinance adopted by the County of Napa, by reference; and Whereas in 2010, the Napa County Commission on Aging prepared an ordinance intended to be adopted and implemented uniformly throughout Napa County, intended to promote the health and safety of elders by establishing a uniform, countywide system of issuing permits to all persons who provide caregiver services to elders; and Whereas on May 25, 2010, the Napa County Board of Supervisors adopted an ordinance that added Chapter 5.60 to Title 5 of the Napa County Code of Ordinances relating to requirements for elders and or dependent adult caregivers.

Whereas on June 22, 2010, the City Council adopted Ordinance No. 2010-2 “ADDING CHAPTER 5.40 TO THE ST. HELENA MUNICIPAL CODE, ADOPTING CHAPTER

5.60 OF TITLE 5 OF THE NAPA COUNTY CODE BY REFERENCE, RELATING TO

REQUIREMENTS FOR PERMITS FOR ELDER AND /OR DEPENDENT ADULT CAREGIVERS”.

Whereas on February 4, 2020, the Napa County Board of Supervisors adopted an ordinance amending Chapter 5.60 to Title 5 of the Napa County Code of Ordinances.

The amendment addresses deleting the requirement that caregivers obtain a locally issued permit and adding a mandate that all Napa County caregivers register through the California Department of Social Services (CDSS) Home Care Aide Registry.

Whereas, the City desires to adopt a new ordinance to incorporate the amendments to Chapter 5.60 of Title 5 of the Napa County Code into the City’s ordinance.

Whereas, the City Council adopts the findings set forth in the County ordinance and desires to implement the regulatory provisions of the updated County ordinance within the City of St. Helena.

Section 2. Adoption by Reference. Chapter 5.60 of Title 5 of the Napa County Code of Ordinances relating to permit requirements for elder and or dependent adult caregivers, is hereby adopted by reference. Any fees required by the County of Napa in the processing of the permit applications required by the ordinance shall be imposed by Agenda Item #10.1.

the Board of Supervisors by Board resolution and paid to the appropriate County designated office.

Section 3. Violation of this ordinance is a misdemeanor or infraction, punishable by a fine, imprisonment in the county jail up to one year, or a combination of both.

Section 4. Copy of County Ordinance. Consistent with the requirements of Government Code section 50022.6, upon the adoption of this ordinance, one copy of the County's ordinance adopted by reference shall be maintained by the City's enforcement officer, the Chief of Police.

Section 5. Severability. If any section, subsection, sentence, clause, phrase or word of this ordinance is for any reason held to be invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of St. Helena hereby declares it would have passed and adopted this ordinance and each and all provisions hereof irrespective of the fact that any one or more of said provisions be declared invalid.

THE FOREGOING ORDINANCE was introduced at a regular meeting of the St. Helena City Council on the day of , 2022, and was adopted at a regular meeting of the St. Helena City Council on the day of , 2022, by the following vote:

Mayor Ellsworth: _____
Vice Mayor Dohring: _____
Councilmember Chouteau: _____
Councilmember Hardy: _____
Councilmember Hall: _____
APPROVED:
___________________________________
Geoff Ellsworth, Mayor
ATTEST:

CITY OF ST. HELENA
___________________________________
Cindy Tzafopoulos, City Clerk
I, CINDY TZAFOPOULOS, CITY CLERK of the City of St. Helena, California, do hereby certify that the foregoing Ordinance was regularly introduced and placed upon its first Agenda Item #10.1.

reading at a regular meeting of the City Council on the day of , 2022. That thereafter said Ordinance was duly adopted and passed at a regular meeting of the City Council on the day of , 2022, by the following vote:

Mayor Ellsworth: _____
Vice Mayor Dohring: _____
Councilmember Chouteau: _____
Councilmember Hardy: _____
Councilmember Hall: _____
Agenda Item #10.1.

Report to the City Council
Regular City Council - 08 Feb 2022
Agenda Section: OLD BUSINESS
Subject: Consideration of a Resolution calling a Special Election on June 7, 2022 to consider changing the Office of Mayor from a directly elected office to an office appointed by the Council.

CEQA
Determination:

Not a CEQA project
Prepared By: Ethan Walsh, City Attorney
Reviewed By: April Mitts, Administrative Services Director Approved By: Mark T. Prestwich, City Manager

BACKGROUND
At the January 25, 2022 Council meeting, the City Council directed City staff to return to Council with a proposed resolution that would allow the voters of the City of St. Helena to decide whether they want the Office of Mayor to continue to be a directly elected office, or instead revert to having a City Council of five members, with the Mayor appointed by the Council as a whole.

The City currently has a directly elected Mayor and a City Council consisting of four elected Councilmembers. The Mayor is a member of the City Council and serves a twoyear term. Each of the Councilmembers serves a four year term.

State law allows general law cities like St. Helena, by ballot measure, to eliminate the elective office of mayor and reestablish its prior form of governance whereby a member of City Council is chosen by the other Councilmembers to act as mayor for a specified term. California Government Code, Section 34902, in relevant part, provides:

(b) After an office of elective mayor has been established, the city council may subsequently submit to the electors the question of whether or not to eliminate the elective office of mayor, pursuant to the procedures enumerated in this article, and thereby Agenda Item #11.1.

reestablish the procedure of selection of the mayor by the city council. If a majority of the votes cast on the proposition are in favor of the elimination of the office of elective mayor, the office shall be eliminated on the expiration date of the incumbent's term, and on the date the procedure of selection of the mayor by the Town council shall be reestablished.

This change in governance cannot take effect unless approved by a vote of the people.

The City Council may place a measure on the ballot to allow the people to consider this change.

DISCUSSION
The next election upon which this ballot measure could be considered is the Statewide Direct Primary Election on June 7, 2022. In order to place the proposed measure on the June 7 ballot, the City Council must adopt a resolution that does the following:
(1) Calls for a special election to be held on June 7, 2022, for purposes of submitting the Proposed Measure and related ordinance to the electors; (2) Requests the Napa County Board of Supervisors (“County”) to consolidate the June 7, 2022 Statewide Direct Primary Election with the City’s special election; (3) Sets the deadlines to submit an impartial analysis of the Proposed Measure, arguments for and against the Proposed Measure, and rebuttals to those arguments; and (4) Requests the County Clerk to prepare the City’s election materials.

In order for the ballot measure to be place on the June 7, 2022 ballot, the resolution would need to be approved by the regular Council meeting of February 22, 2022.

If the Proposed Measure receives a majority of votes, the Ordinance, attached as Exhibit A to the Resolution, will be adopted. The Ordinance amends the St. Helena Municipal Code by changing the office of mayor from an elected office to an office that is selected by City Council from its members based on rules or procedures as the Council may prescribe by ordinance or resolution. This new system of governance will not start until after the November 8, 2022 General Municipal Election, after which the mayor would be selected annually from among the City Councilmembers.

FISCAL IMPACT
The estimated cost for the ballot measure to be considered at the June 7, 2022 Statewide Direct Primary Election is between $35,000 to $50,000.

RECOMMENDED ACTION
That the Council consider the enclosed resolution, and if desired, adopt the attached resolution to place the matter on the ballot for consideration by the voters of the City.

ATTACHMENTS
Agenda Item #11.1.

St. Helena - Resolution Calling Special Election to Change Elected Mayor to Appointed Position-c1
Agenda Item #11.1.

RESOLUTION NO. ___
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. HELENA

CALLING AND GIVING NOTICE OF THE HOLDING OF A SPECIAL ELECTION ON JUNE 7, 2022 TO ASK VOTERS TO ADOPT AN ORDINANCE AMENDING SECTION

2.08.010 OF THE ST. HELENA MUNICIPAL CODE TO CHANGE THE OFFICE OF MAYOR FROM AN ELECTED OFFICE TO AN APPOINTED OFFICE; REQUESTING

THAT THE NAPA COUNTY BOARD OF SUPERVISORS CONSENT TO THE

CONSOLIDATION BY THE NAPA COUNTY REGISTRAR OF VOTERS OF THE SPECIAL ELECTION TO BE HELD JUNE 7, 2022 AND AUTHORIZING THE NAPA

COUNTY REGISTRAR OF VOTERS TO CANVAS THE ELECTION RESULTS FOR SUCH ELECTION; AND SETTING RULES AND DEADLINES FOR THE SUBMITTAL OF ARGUMENTS FOR AND AGAINST THE MEASURE.

WHEREAS, the office of Mayor is currently an elected office in the City of St. Helena (“City”); and
WHEREAS, the office of Mayor stands for election every two years, the last election for this office being November 3, 2020 and the current term for this office expiring in November, 2022; and
WHEREAS, California Government Code section 34902(b) provides that:
“After an office of elective mayor has been established, the city council may subsequently submit to the electors the question of whether or not to eliminate the elective office of mayor, pursuant to the procedures enumerated in this article, and thereby reestablish the procedure of selection of the mayor by the city council. If a majority of the votes cast on the proposition are in favor of the elimination of the office of elective mayor, the office shall be eliminated on the expiration date of the incumbent's term, and on the date the procedure of selection of the mayor by the city council shall be reestablished.”
WHEREAS, California Elections Code section 9222 authorizes the City Council to submit local measures to the voters; and
WHEREAS, California Government Code section 34902 authorizes the City Council to submit to voters the question of whether the elective office of Mayor should be eliminated and replaced with a City Council-appointed office; and
WHEREAS, the City Council desires to submit to St. Helena voters a measure that would change the office of Mayor from an elective office to a City Council-appointed office; and WHEREAS, the City Council desires to consolidate the special municipal election for the ballot measure described herein with the Statewide Direct Primary Election to be held on June 7, 2022; and
Agenda Item #11.1.

WHEREAS, the City Council further desires to set rules and deadlines for the submittal of written arguments and rebuttals for and against the measure; and WHEREAS, the specific terms of the measure are provided for in the ordinance to be considered by the qualified voters, attached hereto as Exhibit “A” (the “Ballot Ordinance” or “Measure”) and by this reference made an operative part hereof, and in accordance with all applicable laws.

NOW, THEREFORE, BE IT RESOLVED The City Council of the City of St. Helena, California, does resolve, declare, determine and order as follows:

SECTION 1. Recitals. The City Council of the City of St. Helena hereby finds and determines that the foregoing recitals are true and correct, are incorporated herein and by this reference made an operative part hereof.

SECTION 2. Submission of Ballot Ordinance/Measure. The City Council of the City of St. Helena, pursuant to its right and authority as contained in California Elections Code sections 9222, 10201, and 10400 et seq. and Government Code section 34902, hereby orders the Ordinance/Measure attached hereto as Exhibit “A” to be submitted to the qualified voters of the City at the Special Municipal Election to be held and consolidated with the Statewide Direct Primary Election on June 7, 2022. The proposed Ordinance shall be in the form attached hereto as Exhibit “A” to this Resolution and is incorporated by this reference as if fully set forth herein.

SECTION 3. Ballot Question. The City Council, pursuant to its right and authority under California Elections Code sections 10400 et seq. and Government Code section 34902, does hereby order that the ballot question shall be presented and printed upon the ballot submitted to the qualified voters in the manner and form set forth in this Section 3. On the ballot to be submitted to the qualified voters at the election to be held at the Special Municipal election to be consolidated with the Statewide Direct Primary Election on Tuesday, June 7, 2022, in addition to any other matters required by law, there shall be printed substantially the following question:

YES
“Starting November 8, 2022, shall the position of a directly elected mayor be eliminated, so that the St. Helena City Council is composed of five members who select who will be mayor?”
NO
SECTION 4. Election Procedures/Request for Consolidation.

A. The City Council consents to the consolidation of the election on this Measure with all other elections being held in the same territory on June 7, 2022, and to hold and conduct the consolidated election in the manner prescribed in Elections Code section 10418.

B. The ballots to be used at the election shall be in the form and content as required by law.

Agenda Item #11.1.

C. In accordance with Elections Code section 10002, the Board of Supervisors of Napa County is hereby requested to consent to having the Napa County Registrar of Voters render such election services to the City of St. Helena as may be requested by the City Clerk of said City, the County of Napa to be reimbursed in full for such services as are performed.

D. The election services which the City of St. Helena requests the Registrar of Voters, or such other official as may be appropriate, to perform and which such officer is hereby authorized and directed to perform: the preparation, printing and mailing of sample ballots and guides; the establishment or appointment of precincts, voting centers, and election officers, and making such publications as are required by law in connection therewith; the furnishing of ballots, voting booths and other necessary supplies or materials for voting centers; the canvassing of the returns of the election and the furnishing of the results of such canvassing to the City Clerk of the City of St. Helena; and the performance of such other election services as may be requested by the City Clerk.

E. The City Clerk is authorized, instructed and directed to procure and furnish any and all official ballots, notices, printed matter and all supplies, equipment and paraphernalia, or cause such actions to be made, that may be necessary in order to properly and lawfully conduct the election.

F. That the precincts, ballot drop box locations and hours of operations, vote center locations and hours of operations, vote-by-mail procedures and timing, and election officers, and all other persons and procedures for the Special Municipal Election shall be the same as those utilized by the County of Napa; and
G. In all particulars not recited in this Resolution, the election shall be held and conducted as provided by law for holding municipal elections in the City.

H. Notice of the time and place of holding the election is given and the City Clerk is authorized, instructed and directed to give further or additional notice of the election, in time, form, and manner as required by law.

I. All ballots shall be tallied at a central counting place and not at the precincts. Said central counting place shall be at a County center as designated by the Registrar of Voters.

J. The Napa County Registrar of Voters is hereby authorized to canvass the returns of said election.

Agenda Item #11.1.

K. The City Clerk of the City of St. Helena shall receive the canvass as it pertains to the election on the measure, and shall certify the results to the City Council, as required by law.

SECTION 5. Arguments and Analysis.

A. The City Council authorizes (i) the City Council or any member(s) of the City Council, (ii) any individual voter eligible to vote on the above measure, (iii) a bona fide association of such citizens or (iv) any combination of voters and associations, to file a written argument in favor of or against the City measure, in accordance with Article 4, Chapter 3, Division 9 of the Elections Code of the State of California and may change the argument until and including March 18, 2022, after which no arguments for or against the measure may be submitted to the City Clerk.

Arguments in favor of or against the measure shall each not exceed 300 words in length. Each argument shall be filed with the City Clerk, signed, and include the printed name(s) and signature(s) of the author(s) submitting it, or if submitted on behalf of an organization, the name of the organization, and the printed name and signature of at least one of its principal officers who is the author of the argument. The arguments shall be accompanied by the “Form of Statement to be filed by Author(s) of Argument” as provided by the City Clerk.

B. The City Clerk shall comply with all provisions of law establishing priority of arguments for printing and distribution to the voters, and shall take all necessary actions to cause the selected arguments to be printed and distributed to the voters.

C. Pursuant to Section 9280 of the Elections Code, the City Council directs the City Clerk to transmit a copy of the measure to the City Attorney. The City Attorney shall prepare an impartial analysis of the measure, not to exceed 500 words in length, showing the effect of the measure on the existing law and the operation of the measure. The City Attorney shall transmit such impartial analysis to the City Clerk, who shall cause the analysis to be published in the ballot pamphlet along with the ballot measure as provided by law. The Impartial Analysis shall be filed by the deadline set for filing of primary arguments as set forth in subsection (A) above. The impartial analysis shall include a statement indicating whether the measure was placed on the ballot by a petition signed by the requisite number of voters of by the City Council. In the event the entire text of the measure is not printed on the ballot, nor in the voter information portion of the sample ballot, there shall be printed immediately below the impartial analysis, in no less than 10-font bold type, the following: “The above statement is an impartial analysis of Ordinance or Measure ____. If you desire a copy of the ordinance or measure, please call the Agenda Item #11.1.

election official’s office at (707) 968-2742 and a copy will be mailed at no cost to you.”
SECTION 6. Rebuttals.

A. That pursuant to Section 9285 of the Elections Code of the State of California, when the Clerk has selected the arguments for and against the various City initiated measures which will be printed and distributed to the voters, the Clerk shall send copies of the argument in favor of the measures to the authors of the argument against, and copies of the argument against to the authors of the argument in favor. The authors or persons designated by them may prepare and submit rebuttal arguments not exceeding 250 words. The rebuttal arguments shall be filed with the City Clerk not later than March 25, 2022, accompanied by the “Form of Statement to be filed by Author(s) of Argument” as provided by the City Clerk. Rebuttal arguments shall be printed in the same manner as the direct arguments. Each rebuttal argument shall immediately follow the direct argument which it seeks to rebut.

SECTION 7. Placement on the Ballot. The full text of the Ballot Ordinance shall be printed in the voter information guide, and a statement shall be printed in the ballot pursuant to Section 9223 of the Elections Code advising voters that they may obtain a copy of this ordinance, the Ballot Ordinance and/or ballot measure, at no cost, upon request made to the City Clerk.

SECTION 8. Delivery of Resolution to County. The City Clerk shall certify to the passage and adoption of this Resolution. The City Council directs the City Clerk to deliver copies of this Resolution, including the Ballot Ordinance attached hereto as Exhibit “A”, to the Clerk of the Board of Supervisors of Napa County and to the Registrar of Voters of Napa County.

SECTION 9. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of the Resolution which can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The City Council hereby declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion thereof.
[continued on next page]
Agenda Item #11.1.

SECTION 10. Effective Date of Resolution. This Resolution shall take effect immediately upon its adoption.

PASSED, APPROVED AND ADOPTED by the City Council of the City of St. Helena, California, at a regular meeting held on this 8th day of February, 2021, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
___________________________________

GEOFF ELLSWORTH, MAYOR
ATTEST:
__________________________________

CINDY TZAFOPOULOS, CITY CLERK
Agenda Item #11.1.

EXHIBIT “A”
ORDINANCE NO. 2022-____
AN ORDINANCE OF THE PEOPLE OF THE CITY OF ST. HELENA,
CALIFORNIA, AMENDING SECTION 2.08.010 OF CHAPTER 2.08 OF TITLE 2 OF THE ST. HELENA MUNICIPAL CODE TO CHANGE THE

OFFICE OF MAYOR FROM AN ELECTED OFFICE TO AN APPOINTED
OFFICE.

NOW THEREFORE, THE PEOPLE OF THE CITY OF ST. HELENA DO ORDAIN AS FOLLOWS:

SECTION 1. Subject to the approval of a majority of the voters of the City of St. Helena at the scheduled election so designated by the City Council in a separate resolution placing this proposal on the ballot for such election, the first sentence of Section 2.08.010 of Chapter 2.08 of Title 2 of the St. Helena Municipal Code is hereby amended to read as follows:
“2.08.010 – Mayor’s term of office and duties.

Commencing with the November 8, 2022 General Municipal Election, the Office of Mayor in the City of St. Helena shall cease to be an elective office and shall become an appointive office, and the City Council shall annually choose one of its members to act as Mayor, through those rules and procedures it may prescribe by ordinance or resolution.” The remainder of Section 2.08.010 shall remain unchanged by this ordinance.

SECTION 2. If any portion of this Ordinance is declared invalid by a court of law or other legal body with applicable authority, the invalidity shall not affect or prohibit the force and effect of any other provision or application of the Ordinance that is not deemed invalid. The voters of the City hereby declare that they would have circulated for qualification and/or voted for the adoption of this section, and each portion thereof, regardless of the fact that any portion of the initiative may be subsequently deemed invalid.

SECTION 3. To the fullest extent allowed by law, the provisions of this Ordinance shall prevail over, and supersede, all other provisions of the Municipal Code and any ordinances, resolutions or administrative policies of the City of St. Helena which are in conflict with any provision of this Ordinance.

SECTION 4. This section shall not be repealed or amended except by a measure approved by a majority of the electors voting on the issue at a General Municipal Election, or at a special election called for that purpose.

SECTION 5. This Ordinance shall take effect only if approved by a majority of the eligible voters of the City of St. Helena voting at a Special Municipal election to be held on June 7, 2022, and shall take effect ten (10) days after the City Council has certified the results of the Special Municipal election by resolution.

Agenda Item #11.1.

SECTION 6. The Mayor is hereby authorized to attest to the adoption of this Ordinance by the People voting thereon on June 7, 2022, by signing where indicated below.

I hereby certify that the foregoing Ordinance was passed, approved and adopted by the People of the City of St. Helena on the 7th day of June, 2022.

Dated: _______________________ ______________________________

GEOFF ELLSWORTH, MAYOR
ATTEST:
______________________________

CINDY TZAFOPOULOS, CITY CLERK
Agenda Item #11.1.

Report to the City Council
Regular City Council - 08 Feb 2022
Agenda Section: NEW BUSINESS
Subject: Informational Update on Conceptual 1/4 Cent Countywide Wildfire Prevention and Suppression Transactions and Use Tax
CEQA
Determination:

Not a CEQA project
Prepared By: Mark T. Prestwich, City Manager
Reviewed By: April Mitts, Administrative Services Director Approved By: Mark T. Prestwich, City Manager

BACKGROUND
The County of Napa has notified the City of St. Helena that it is considering placement of a 1/4 cent transactions and use (sales) tax on the June 7, 2022 statewide direct primary election. The sales tax would be applied to all eligible purchases countywide, including within its cities and town.

The conceptual sales tax is estimated to generally approximately $10 million annually to implement fire prevention, education, and enhanced fire services and programs throughout the county. Funds are proposed to be distributed between the county and cities and town as follows:

Years 1-5
Napa County 80.00%
City of Napa 13.76%
American Canyon Fire
Protection District 3.79%
City of St. Helena 0.94%
City of Calistoga 0.91%
Town of Yountville 0.60%
Agenda Item #12.1.

Years 6-8
Napa County 70.00%
City of Napa 20.64%
American Canyon Fire
Protection District 5.69%
City of St. Helena 1.41%
City of Calistoga 1.36%
Town of Yountville 0.89%
Years 9-10
Napa County 60.00%
City of Napa 27.52%
American Canyon Fire Protection District 7.58%
City of St. Helena 1.89%
City of Calistoga 1.82%
Town of Yountville 1.19%

FISCAL IMPACT
Ten million dollars is estimated to be generated annually through a 1/4 cent sales tax on taxable purchases. Under the conceptual methodology, the City of St. Helena would receive approximately $94,000 annually in years 1-5, $141,000 annually in years 6-8, and $189,000 in years 9-10.

RECOMMENDED ACTION
Receive and file.

ATTACHMENTS
Draft Countywide Sales Tax Measure
Agenda Item #12.1.

1 ORDINANCE NO._________

AN ORDINANCE OF NAPA COUNTY, KNOWN AS THE NAPA COUNTY

WILDFIRE PREVENTION AND SUPPRESSION MEASURE,

IMPOSING A TRANSACTIONS AND USE TAX TO BE

ADMINISTERED BY THE CALIFORNIA DEPARTMENT OF TAX

AND FEE ADMINISTRATION
The Board of Supervisors of Napa County, State of California, ordains as follows:

SECTION 1. Overview. Recent catastrophic fires in Napa County have made it evident that there is a need for a coordinated effort throughout the communities of Napa County to address risks of wildfires. In 2020 alone, the LNU Complex and the Glass fire burned hundreds of thousands of acres, destroying hundreds of buildings, structures and facilities. There continues to be a growing wildfire risk in Napa County that does not respect jurisdictional boundaries.

Intensifying climate change and extensive fuel build-up are contributing to the increasing threat of wildfire throughout the County. This risk needs immediate action and sustained commitment to better protect Napa County residents, homes and businesses. Local fire agencies, communities, emergency service providers, city and town governments and the County must coordinate wildfire prevention and disaster preparedness and mitigation, including maintaining defensible space, reducing combustible vegetation, and making homes fire resistant.

The goal of this Ordinance is to provide more efficient, effective, and enhanced fire services and programs, emergency alert, and wildfire prevention capabilities that protect the health and safety of the public throughout Napa County. The Ordinance does this by establishing (subject to voter approval) a dedicated source of funds to implement fire prevention, education and enhanced fire services and programs throughout the county.

Funds come from a one-quarter percent transaction and use tax (commonly referred to as a sales tax). Ten million dollars is estimated to be generated annually through the sales tax and will be distributed between the county and the cities and town in Napa County, to be used by their respective fire agencies for wildfire prevention, education, and enhanced fire services and programs. In recognition of the needs of each local community, the Cities of Napa, St. Helena, Calistoga, the Town of Yountville and the American Canyon Fire Protection District are given the flexibility to use tax proceeds to enhance fire prevention, education and suppression and in accordance with their local fire protection plans as long as they are consistent with the expenditure plan.

The Ordinance requires independent citizen oversight, mandatory financial audits and yearly reports to the public. Tourists will be contributing toward the total funds generated. The tax authorized by this Ordinance shall terminate in ten years unless renewed by a two-thirds majority of the voters of Napa County.

SECTION 2. A new Chapter 3.38 (Napa County Wildfire Prevention and Suppression Transactions and Use Tax Ordinance) is hereby added to the Napa County Code to read in full as follows:

Agenda Item #12.1.

2 Chapter 3.38

NAPA COUNTY WILDFIRE PREVENTION AND SUPPRESSION

TRANSACTIONS AND USE TAX ORDINANCE
Sections:

3.38.010 Title.

3.38.020 Effective Date; Operative Date.

3.38.030 Purpose.

3.38.040 Contract With State.

3.38.050 Transactions Tax Rate.

3.38.060 Place of Sale.

3.38.070 Use Tax Rate.

3.38.080 Adoption of Provisions of State Law.

3.38.090 Limitations on Adoption of State Law and Collection of Use Taxes.

3.38.100 Permit Not Required.

3.38.110 Exemptions and Exclusions.

3.38.120 Amendments.

3.38.130 Enjoining Collection Forbidden.

3.38.140 Termination Date.

3.38.150 Receipt of Proceeds

3.38.160 Use of Proceeds.

3.38.170 Appropriations Limit.

3.38.180 Expenditure Plan.

3.38.190 Implementation of the Expenditure Plan

3.38.200 Independent Oversight Committee

3.38.210 Severability

3.38.220 Technical Amendments

3.38.010. Title.

This ordinance shall be known as the Napa County Wildfire Prevention and Suppression Transactions and Use Tax Ordinance. This ordinance shall be applicable in the incorporated and unincorporated territory of Napa County.

3.38.020 Effective Date; Operative Date.

A. This ordinance shall become effective upon the occurrence of both of the following (1) approval of the ordinance by a two-thirds (2/3) majority vote of the electors of Napa County voting on the measure, at an election called for that purpose and upon and (2) ten days after the Board of Supervisors declares the vote pursuant to Elections Code Section 9122.

B. The operative date of this ordinance shall be October 1, 2022, which is the first day of the first calendar quarter commencing more than 110 days after the adoption of this ordinance.

3.38.030 Purpose.

This ordinance is adopted to achieve the following, among other purposes, and directs that the provisions hereof be interpreted in order to accomplish those purposes:

A. To impose a retail transactions and use tax in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code and Section 7285.5 of Part 1.7 of Division 2 which authorizes the County to adopt this tax ordinance Agenda Item #12.1.

3 which shall be operative if two thirds (2/3) of the electors voting on the measure vote to approve the imposition of the tax at an election called for that purpose.

B. To adopt a retail transactions and use tax ordinance that incorporates provisions identical to those of the Sales and Use Tax Law of the State of California insofar as those provisions are not inconsistent with the requirements and limitations contained in Part 1.6 of Division 2 of the Revenue and Taxation Code.

C. To adopt a retail transactions and use tax ordinance that imposes a tax and provides a measure therefor that can be administered and collected by the California Department of Tax and Fee Administration in a manner that adapts itself as fully as practicable to, and requires the least possible deviation from, the existing statutory and administrative procedures followed by the California Department of Tax and Fee Administration in administering and collecting the California State Sales and Use Taxes.

D. To adopt a retail transactions and use tax ordinance that can be administered in a manner that will be, to the greatest degree possible, consistent with the provisions of Part 1.6 of Division 2 of the Revenue and Taxation Code, minimize the cost of collecting the transactions and use taxes, and at the same time, minimize the burden of record keeping upon persons subject to taxation under the provisions of this ordinance.

E. To establish a local funding source for wildfire prevention, emergency alerts, vegetation management, education, and enhanced fire services and programs provided by Napa County and the fire agencies throughout the incorporated and unincorporated territory of the County, as set out in detail in the expenditure plan.

F. To increase the appropriations limit for the County to ensure that the proceeds of the proposed special tax may be expended for their intended purposes.

G. To authorize issuance of limited tax bonds to finance projects in accordance with the Expenditure Plan.

3.38.040 Contract With State.

Prior to the operative date, the County shall contract with the California Department of Tax and Fee Administration to perform all functions incident to the administration and operation of this transactions and use tax ordinance; provided, that if the County shall not have contracted with the California Department of Tax and Fee Administration prior to the operative date, it shall nevertheless so contract and in such a case the operative date shall be the first day of the first calendar quarter following the execution of such a contract.

3.38.050 Transactions Tax Rate.

For the privilege of selling tangible personal property at retail, a tax is hereby imposed upon all retailers in the incorporated and unincorporated territory of the County at the rate of one quarter of one percent of the gross receipts of any retailer from the sale of all tangible personal property sold at retail in said territory on and after the operative date of this ordinance.

3.38.060 Place of Sale.

For the purposes of this ordinance, all retail sales are consummated at the place of business of the retailer unless the tangible personal property sold is delivered by the retailer or his agent to an out-of-state destination or to a common carrier for delivery to an out-of-state destination. The gross receipts from such sales shall include delivery charges, when such charges are subject to the state sales and use tax, regardless of the place to which delivery is made. In the event a retailer has no permanent place of business in the State or has more than one place of business, the place or places at which the retail sales are consummated shall be determined under rules and regulations to be prescribed and adopted by the California Department of Tax and Fee Administration.

Agenda Item #12.1.

4 3.38.070 Use Tax Rate.

An excise tax is hereby imposed on the storage, use or other consumption in the County of tangible personal property purchased from any retailer on and after the operative date of this ordinance for storage, use or other consumption in said territory at the rate o of the sales f one quarter of one percent of the sales price of the property. The sales price shall include delivery charges when such charges are subject to state sales or use tax regardless of the place to which delivery is made.

3.38.080 Adoption of Provisions of State Law.

Except as otherwise provided in this ordinance and except insofar as they are inconsistent with the provisions of Part 1.6 of Division 2 of the Revenue and Taxation Code, all of the provisions of Part 1 (commencing with Section 6001) of Division 2 of the Revenue and Taxation Code are hereby adopted and made a part of this ordinance as though fully set forth herein.

3.38.090 Limitations on Adoption of State Law and Collection of Use Taxes.

In adopting the provisions of Part 1 of Division 2 of the Revenue and Taxation Code:

A. Wherever the State of California is named or referred to as the taxing agency, the name of this County shall be substituted therefor. However, the substitution shall not be made when:

1. The word "State" is used as a part of the title of the State Controller, State Treasurer, State Treasury, or the Constitution of the State of California;

2. The result of that substitution would require action to be taken by or against this County or any agency, officer, or employee thereof rather than by or against the California Department of Tax and Fee Administration, in performing the functions incident to the administration or operation of this ordinance.

3. In those sections, including, but not necessarily limited to sections referring to the exterior boundaries of the State of California, where the result of the substitution would be to:
a. Provide an exemption from this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not otherwise be exempt from this tax while such sales, storage, use or other consumption remain subject to tax by the State under the provisions of Part 1 of Division 2 of the Revenue and Taxation Code, or; b. Impose this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not be subject to tax by the state under the said provision of that code.

4. In Sections 6701, 6702 (except in the last sentence thereof), 6711, 6715, 6737, 6797 or 6828 of the Revenue and Taxation Code.

B. The word "County" shall be substituted for the word "State" in the phrase "retailer engaged in business in this State" in Section 6203 and in the definition of that phrase in Section 6203.

1. “A retailer engaged in business in the County” shall also include any retailer that, in the preceding calendar year or the current calendar year, has total combined sales of tangible personal property in this state or for delivery in the State by the retailer and all persons related to the retailer that exceeds five hundred thousand dollars ($500,000). For purposes of this section, a person is related to another person if both persons are related to each other pursuant to Section 267(b) of Title 26 of the United States Code and the regulations thereunder.

3.38.100 Permit Not Required.

Agenda Item #12.1.

5 If a seller's permit has been issued to a retailer under Section 6067 of the Revenue and Taxation Code, an additional transactor's permit shall not be required by this ordinance.

3.38.110 Exemptions and Exclusions
A. There shall be excluded from the measure of the transactions tax and the use tax the amount of any sales tax or use tax imposed by the State of California or by any city, city and county, or county pursuant to the Bradley-Burns Uniform Local Sales and Use Tax Law or the amount of any state-administered transactions or use tax.

B. There are exempted from the computation of the amount of transactions tax the gross receipts from:

1. Sales of tangible personal property, other than fuel or petroleum products, to operators of aircraft to be used or consumed principally outside the County in which the sale is made and directly and exclusively in the use of such aircraft as common carriers of persons or property under the authority of the laws of this State, the United States, or any foreign government.

2. Sales of property to be used outside the County which is shipped to a point outside the County, pursuant to the contract of sale, by delivery to such point by the retailer or his agent, or by delivery by the retailer to a carrier for shipment to a consignee at such point. For the purposes of this paragraph, delivery to a point outside the County shall be satisfied:
a. With respect to vehicles (other than commercial vehicles) subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, and undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code by registration to an out-of-County address and by a declaration under penalty of perjury, signed by the buyer, stating that such address is, in fact, his or her principal place of residence; and
b. With respect to commercial vehicles, by registration to a place of business outof-County and declaration under penalty of perjury, signed by the buyer, that the vehicle will be operated from that address.

3. The sale of tangible personal property if the seller is obligated to furnish the property for a fixed price pursuant to a contract entered into prior to the operative date of this ordinance.

4. A lease of tangible personal property which is a continuing sale of such property, for any period of time for which the lessor is obligated to lease the property for an amount fixed by the lease prior to the operative date of this ordinance.

5. For the purposes of subparagraphs (3) and (4) of this section, the sale or lease of tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised.

C. There are exempted from the use tax imposed by this ordinance, the storage, use or other consumption in this County of tangible personal property:

1. The gross receipts from the sale of which have been subject to a transactions tax under any state-administered transactions and use tax ordinance.

2. Other than fuel or petroleum products purchased by operators of aircraft and used or consumed by such operators directly and exclusively in the use of such aircraft as common carriers of persons or property for hire or compensation under a certificate of public convenience and necessity issued pursuant to the laws of this State, the United States, or any foreign government. This exemption is in addition to the exemptions provided in Sections 6366 and 6366.1 of the Revenue and Taxation Code of the State of California.

Agenda Item #12.1.

6 3. If the purchaser is obligated to purchase the property for a fixed price pursuant to a contract entered into prior to the operative date of this ordinance.

4. If the possession of, or the exercise of any right or power over, the tangible personal property arises under a lease which is a continuing purchase of such property for any period of time for which the lessee is obligated to lease the property for an amount fixed by a lease prior to the operative date of this ordinance.

5. For the purposes of subparagraphs (3) and (4) of this section, storage, use, or other consumption, or possession of, or exercise of any right or power over, tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised.

6. Except as provided in subparagraph (7), a retailer engaged in business in the County shall not be required to collect use tax from the purchaser of tangible personal property, unless the retailer ships or delivers the property into the County or participates within the County in making the sale of the property, including, but not limited to, soliciting or receiving the order, either directly or indirectly, at a place of business of the retailer in the County or through any representative, agent, canvasser, solicitor, subsidiary, or person in the County under the authority of the retailer.

7. "A retailer engaged in business in the County" shall also include any retailer of any of the following: vehicles subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, or undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code. That retailer shall be required to collect use tax from any purchaser who registers or licenses the vehicle, vessel, or aircraft at an address in the County.

D. Any person subject to use tax under this ordinance may credit against that tax any transactions tax or reimbursement for transactions tax paid to a county imposing, or retailer liable for a transactions tax pursuant to Part 1.6 of Division 2 of the Revenue and Taxation Code with respect to the sale to the person of the property the storage, use or other consumption of which is subject to the use tax.

3.38.120 Amendments.

All amendments subsequent to the effective date of this ordinance to Part 1 of Division 2 of the Revenue and Taxation Code relating to sales and use taxes and which are not inconsistent with Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, and all amendments to Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, shall automatically become a part of this ordinance, provided however, that no such amendment shall operate so as to affect the rate of tax imposed by this ordinance.

3.38.130 Enjoining Collection Forbidden.

No injunction or writ of mandate or other legal or equitable process shall issue in any suit, action or proceeding in any court against the State or the County, or against any officer of the State or the County, to prevent or enjoin the collection under this ordinance, or Part 1.6 of Division 2 of the Revenue and Taxation Code, of any tax or any amount of tax required to be collected.

3.38.140 Termination Date.

The authority to levy the tax imposed by this ordinance shall expire ten years after the operative date, on September 30, 2032.

Agenda Item #12.1.

7 3.38.150 Receipt of Proceeds
All revenue generated by this ordinance shall be deposited in a special fund, used solely for the identified projects as provided herein, and made available to the County and to the agencies responsible for the implementing the projects set forth in the expenditure plan in Section 3.38.180.

3.38.160 Use of Proceeds.

The proceeds of the taxes imposed by this ordinance shall be used solely for the projects and purpose set forth in the expenditure plan, generally to improve the capabilities of the fire agencies to provide enhanced fire response and fuels mitigation within Napa County. Pursuant to the requirements of Government Code §50075.1, (1) the expenditure plan constitutes the statement of the specific purposes for which the revenue generated by this ordinance may be expended, (2) the expenditure of the revenue generated by this ordinance shall be restricted to the purposes stated in the expenditure plan.

3.38.170 Appropriations Limit.

The appropriations limit for the County shall be increased for the maximum period permitted by law to allow for the use of all proceeds raised by the special tax imposed by this ordinance.

3.38.180 Expenditure Plan
A. The purpose of this ordinance is to establish a local funding source for enhanced fire services and programs, including wildfire prevention, emergency alerts, vegetation management, and education provided by Napa County and the fire agencies throughout the incorporated and unincorporated territory of the county, as set out in detail in this expenditure plan. Accordingly, the expenditure plan set forth in this section allocates the proceeds established by this ordinance to five categories: fuel management, wildfire response support, communication and education, critical infrastructure, and planning. Subsection __ below describes each program categories and the types of projects and activities that the funding would support.

B. Use of Revenues: The revenues generated pursuant to this ordinance, after deduction of the required California Department of Tax and Fee Administration costs for administering and collecting the tax, costs of the independent oversight committee, and costs for services provided by the Napa County Auditor-Controller, including costs of any required audits by the County Auditor-Controller under this ordinance, shall be used to fund the improvements (“projects” or “programs”) set forth herein.

C. Allocation: Tax proceeds, including any interest thereon, will be allocated to the following agencies: Napa County, City of Napa, City of St. Helena, City of Calistoga, and Town of Yountville for use by their fire departments, and to the American Canyon Fire Protection District (collectively “fire agencies”), to be utilized in furthering the purposes of this ordinance.

The term “revenue” or “revenues” means the proceeds from the tax, and any interest accruing thereon.

Revenues shall be allocated to each fire agency pursuant to the following distribution formula:

Years 1-5

1. American Canyon Fire Protection District: 3.79% of the annual revenues available

2. Napa County: 80% of the annual revenues available

3. City of Calistoga: .91% of the annual revenues available

4. City of Napa: 13.76% of the annual revenues available

5. City of St. Helena: .94% of the annual revenues available Agenda Item #12.1.

8 6. Town of Yountville: .60% of the annual revenues available Year 6-8

1. American Canyon Fire Protection District: 5.69% of the annual revenues available

2. Napa County: 70% of the annual revenues available

3. City of Calistoga: 1.36% of the annual revenues available

4. City of Napa: 20.64% of the annual revenues available

5. City of St. Helena: 1.41% of the annual revenues available

6. Town of Yountville: .89% of the annual revenues available Year 9-10

1. American Canyon Fire Protection District: 7.58% of the annual revenues available

2. Napa County: 60% of the annual revenues available

3. City of Calistoga: 1.82% of the annual revenues available

4. City of Napa: 27.52% of the annual revenues available

5. City of St. Helena: 1.89% of the annual revenues available

6. Town of Yountville: 1.19% of the annual revenues available Net revenues, plus interest earned, shall be apportioned to the fire agencies’ designated wildfire prevention and suppression special account on a quarterly basis.

D. Local fire agencies may use the revenues to implement fire prevention, education, and enhanced fire services and programs in accordance with their local fire protection plans or their local fire safe councils within their jurisdictional boundaries so long as the expenditures are consistent with the guidelines of this expenditure plan and the purposes of this ordinance.

Additionally, local fire agencies may use the revenues to pay for actual costs they incur to conduct any audits required of them by this ordinance.

E. Sales tax proceeds shall be used to pay the following administrative costs prior to allocations being made under the expenditure plan:

1. Actual costs incurred for any annual audits required to be conducted by the Auditor-Controller or by an independent certified public accountant, who is contracted with Napa County, that outlines the amount of funds collected and expended from the special tax and the purposes for which such funds were expended.

2. Actual costs incurred in the administration of the oversight committee set forth in Section 3.38.200.

3. Actual costs incurred by the Napa County Auditor-Controller in the distribution and receipt of tax proceeds.

4. Revenues received by the fire agencies will be less than the gross revenue actually collected because the fees that the California Department of Taxes and Fee Administration charges to collect the sales tax will be deducted before the revenues are transferred to the County Auditor-Controller.

F. Program Expenditure Categories
The intent of this ordinance is that sales tax proceeds, including any interest accruing thereon, be used to implement enhanced fire services and programs within the incorporated and unincorporated areas of the county. Sales tax proceeds shall be used only to supplement existing services and shall not be used to pay for existing operations. Accordingly, tax proceeds must be spent for the purposes authorized in this expenditure plan and may not be used for other Agenda Item #12.1.

9 purposes. Notwithstanding the above, hiring of staff where necessary to implement the services and programs under this expenditure plan is contemplated and is an allowed use of funds.

1. Fuels Management Program and Subcategories.
a. Protect drinking water reservoirs and facilities through vegetation management in the immediate sub-watershed to limit sediment movement into reservoirs. Create defensible space around all facilities.
b. Protect evacuation routes by removing hazardous trees and reducing fuel volumes within 100- feet on both sides of emergency access and evacuation routes as defined by Napa County and in the Napa County Community Wildfire Protection Plan 2021. c. Create perimeter fuel breaks around communities by treating vegetation, linking low fuel volume locations, and working with large landowners. d. Treat roadside vegetation to provide emergency access and egress; remove hazard trees and thin understory and coniferous canopy.
e. Improve forest health and resiliency by managing vegetation to reduce fuel volume, vegetation density and creating a forest structure that mimics that found in a natural fire regime.
f. Promote containment by treating vegetation along strategic containment locations to reduce fuel loads and restore fuel conditions and fire regimes. Identify as boundaries key ridgelines and access roads.
g. Restore and rehabilitate wildlands and defensible space in communities that have burned.
h. Prevent Ignitions from powerlines by removing vegetation from within striking distance and around selected power poles.
i. Treat vegetation augment containment opportunities.
j. Purchase of equipment required for fuels mitigation projects or to enhance fire protection services. Examples of allowable purchases include, but are not limited to the following: chippers, masticators, dozers, water tenders, fire engines, wildland hand tools, weeders, backpack blowers.
k. Engineering and environmental review that may be required to implement any of the above.

2. Wildfire Response Support Program and Subcategories.

The tax measure will provide 24/7 wildfire detection and alert system that covers at least 90% of the land area of Napa County during the fire season, and in more depth than the existing ALERT Wildfire camera. Wildfire Response Support priorities include the following:
a. Support fire containment by maintaining select dozer lines installed during wildfires. Realign select dozer lines to limit environmental impacts. b. Install 911 signs and address badges that indicate access and water supply. c. Install Knox Box facilities at base of roads with information (water supply, access, power shutoff) to assist emergency responders.
d. Establish agreements, including easements, with landowners/neighbors/law authorities, to allow access in emergency.
e. Improve roads by creating turnouts along roads through vegetation removal or minor dirt removal or improving road surface.
f. Engineering and environmental review that may be required to implement any of the above.

3. Communication and Education Program and Subcategories. a. Educate and promote creation and maintenance of defensible space.

Agenda Item #12.1.

10 b. Augment current notification systems during emergency. c. Educate residents about criteria of locations suitable for emergency refuge. d. Prevent ignitions from mechanical devises by informing workers of best practices.

4. Critical Infrastructure Program and Subcategories.
a. Protect critical infrastructure (e.g., cameras, communication towers, hospitals, schools, water treatment plants) from wildfire damage through creation of defensible space and ignition resistant construction.
b. Protect drinking water facilities by creating defensible space around all facilities and retrofitting structures with ignition-resistant construction. c. Engineering and environmental review that may be required to implement any of the above.

5. Planning Program and Subcategories.
a. Develop a geodatabase to track project implementation and maintenance. b. Participate fully in General Plan and Local Multi-hazard Mitigation Plan revisions.
c. Engineering and environmental review that may be required to implement any of the above.

3.38.190 Implementation of the Expenditure Plan
Implementation of the expenditure plan shall be guided by the following procedures to ensure that the revenue generated by the ordinance is spent in the most efficient and effective manner possible, consistent with serving the public interest in Napa County, and the desires of the voters of Napa County. The implementation of this ordinance will be the responsibility of Napa County.

A. The County Auditor-Controller shall transfer all revenues generated by the ordinance to the special fund as they are received by the County and shall allocate funds to the fire agencies in accordance with the percentages outlined in the expenditure plan on a calendar quarter basis, together with any accrued interest, by the 20th day of the month following the end of the quarter.

B. The Auditor-Controller shall be reimbursed actual costs associated with the collection, distribution and reporting of revenues and expenses.

C. Accounting Records.

1. Each fire agency receiving the tax revenues pursuant to this ordinance shall have its revenues deposited in a separate special interest-bearing revenue fund. Interest earned on revenues allocated pursuant to this ordinance shall be expended only for those purposes permitted by this ordinance. All revenue sources and expenditures using the revenue sources shall be fully accounted for and subject to review at any time. A special revenue fund is a governmental fund type used to account for the proceeds of specific revenue sources that are restricted or committed to expenditure for specified purposes other than debt service or capital projects. The use of a special revenue fund ensures segregation of restricted funds, the ability to allocate proper interest earnings and ease of tracking the inflows and outflows of the revenues.

2. Each fire agency receiving tax proceeds should record the proceeds as “Other Governmental Revenue” on the general ledger. All project expenditures should be budgeted for and disbursed from these funds so that a full accounting is captured, within proper accounting categories.

3. Each agency must provide a full accounting of all revenues and expenses attributed to each specific project.

Agenda Item #12.1.

11 4. Agencies shall keep the records using accrual accounting, setting up both receivables and payables as of June 30 of each year.

D. Financial Reporting Requirements. Every expenditure will have supporting documentation, including invoices and authorizations to ensure that all costs charged to the funds are eligible and in full compliance with this expenditure plan and ordinance. This documentation shall be maintained by each agency and shall be made available for inspection and audits upon request by either the board of supervisors, Auditor-Controller and the oversight committee

1. Semi-Annual Progress Reports are due March 1st (for the period of July – December) and September 1st (for the period of January – June). Each progress report shall provide a summary listing consisting of the following:
• Project Name,
• Approved Budget,
• Amount spent-to-date,
• Remaining Balance,
• Percentage of Completion,
• Date Completed or Estimated Completion Date

2. Attached to each summary shall be a system generated trial balance report and detailed expenditure listing for the special revenue funds. If is determined that an ineligible expense was made, the jurisdiction will be directed to return the funds to the special revenue fund(s) for a future eligible expense. Once the agency’s books are closed for the fiscal year and a comprehensive audit is completed, by January 1st of the following year, each agency will provide a copy of the Comprehensive Annual Financial Report to the Napa County AuditorController. Due to the timing of these reports, where numbers vary, the agency shall provide a reconciliation explaining the differences.

E. Audits.

1. All audits and record keeping will be performed in accordance with generally accepted accounting principles (GAAP) and Generally Accepted Government Accounting Standards (GAGAS). The Auditor-Controller will oversee the annual accounting and fiscal process through review of quarterly and annual reports submitted by each agency. The oversight committee will oversee project performance through review of semi-annual reports submitted by each agency.

2. Each member agency will procure an independent certified public accountant to conduct an annual financial audit that includes all transactions regarding use of the tax proceeds, including any accrued interest. This will not be an additional audit on top of their Comprehensive Annual Financial Report, as these funds are included in their overall agency operations for specified projects. Any findings will be communicated to the Napa County Auditor-Controller, who will then present to the oversight committee and the board of supervisors.

F. The County is charged with a fiduciary duty in administering the tax proceeds in accordance with applicable laws and this ordinance. Receipt of tax proceeds may be subject to appropriate terms and conditions as determined by the County in its reasonable discretion, including, but not limited to, the right to require recipients to execute funding/grant agreements and the right to audit recipient’s use of the tax proceeds. Funding or grant agreements shall be required before any tax proceeds are distributed. The agreements will acknowledge that the ordinance provides funding to achieve effective and efficient wildfire fuels mitigation and prevention. Local agencies receiving tax proceeds must certify that use of tax measure proceeds are consistent with the purposes of this ordinance, including the expenditure plan, and that the tax measure expenses will result in a higher level of service than would otherwise be provided by the local agency(ies).

Agenda Item #12.1.

12 E. All funds generated by this ordinance shall only be used for projects that are consistent with applicable general plans, specific plans, master plans and zoning ordinances.

Environmental reporting, review and approval procedures as provided for under the National Environmental Policy Act, and/or California Environmental Quality Act, or other applicable laws will be adhered to as a prerequisite to the implementation of any project.

F. Actual tax proceeds may be higher or lower than estimated over the duration of this ordinance due to variability in annual receipts caused by changes in the economy generally and the level of tourism spending in Napa County.

G. Revenue may be accumulated over multiple years so that sufficient funding is available for larger and long-term projects. All interest income shall be used for the purposes identified in this expenditure plan.

H. Revenues generated by the ordinance shall not be used to incur bonded indebtedness.

3.38.200 Independent Oversight Committee.

A. To promote transparency and accountability, an Oversight Committee (“committee”) shall be created within six months of the effective date of this ordinance and shall remain in existence for as long as the transactions and use tax is in effect. The committee shall review the receipt and expenditures of the revenue from the transactions and use tax.

B. Membership and Meeting Requirements

1. The committee shall consist of seven at-large members, the composition and qualifications of which will be determined by the board of supervisors, with at least five committee members selected by the board of supervisors from a list of names provided by the mayors of the cities and town in Napa County. All members of the committee shall be appointed by the board of supervisors and shall serve terms of office as established by the board of supervisors. The County Auditor-Controller shall serve as a non-voting ex-officio member of the committee. The board of supervisors shall adopt a resolution regarding any additional duties of the committee and shall also approve bylaws related to the conduct of committee meetings and business. Meetings of the committee shall be open to the public and shall be held in compliance with the Ralph M. Brown Act, California's open meeting law.

2. Members of the committee shall be individuals who live in the incorporated or unincorporated areas of Napa County who are neither elected officials of any government within Napa County, nor employees from any agency or organization that either oversees or benefits from the proceeds generated by this ordinance. Committee members shall not have direct and/or indirect commercial interest or employment with any public or private entity which receives transactions and use tax revenues authorized by this ordinance. Participants on the committee will be required to submit a statement of financial disclosure; and participation will be restricted to individuals without economic interest in any of the projects or improvements funded by the tax. No salary or stipend shall be paid to committee members.

C. Responsibilities.

1. Provide the board of supervisors and the public with information regarding the manner in which the expenditure of the transactions and use tax proceeds has occurred.

2. Review the receipt and expenditures of the revenue from the transactions and use tax, including the independent audit of each agency’s use of the tax, to ensure they conform to the expenditure plan.

3. Review the annual audit by an independent certified public accountant that outlines the amount of funds collected and expended from the transactions and use tax and the purposes for which such funds were expended.

4. Inform the public and advise the board of supervisors if there is an expenditure of the transactions and use tax which is inconsistent with the purpose and intent of this chapter.

Agenda Item #12.1.

13 5. To preserve the integrity and independence of the oversight process, the committee’s responsibilities shall not include decision-making on spending priorities, financing plans or tax rate projections or assumption and the committee shall have no authority to direct, nor shall it direct County, city, town or fire agency staff or officials.

D. Role of the County Auditor-Controller

1. Receive the tax revenues from the State and transfer them into an account specifically created for the transactions and use tax established by this ordinance.

2. File an annual report with the Napa County Board of Supervisors no later than January 1 of each year that contains the amount of funds collected and expended and the status of any project required or authorized to be funded as identified in the expenditure plan as required by Government Code Sections 50075.1 and 50075.3. All reports and audits provided by the Auditor- Controller are reimbursable through tax proceeds as set forth in the expenditure plan. This report from the Auditor-Controller shall be in addition to the annual county audit prepared by an independent auditor.

3.38.210 Severability.

If any provision of this ordinance or the application thereof to any person or circumstance is held invalid, the remainder of the ordinance and the application of such provision to other persons or circumstances shall not be affected thereby.

3.38.220 Technical Amendments.

Technical amendments to this ordinance may be enacted by the Board of Supervisors without a vote of the people if required by the California Department of Tax and Fee Administration to enable the tax to be collected so long as such changes do not increase the rate of the tax or the length of time the tax will remain in effect.

SECTION 3. The board of supervisors may adopt implementing ordinances, resolutions, rules and policies that not inconsistent with the intent of this ordinance and take such other actions as may be necessary and appropriate to carry out the County’s responsibilities under this ordinance.

SECTION 4. The Board of Supervisors finds that pursuant to the State CEQA Guidelines section 15378(b)(4), adoption of this transaction and use tax ordinance and expenditure plan is not a project, subject to the requirements of CEQA. Additionally, and in the alternative, it can be seen with certainty that there is no possibility the proposed Ordinance may have a significant adverse effect on the environment and therefore CEQA is not applicable. (See Guidelines For the Implementation of the California Environmental Quality Act, 14 CCR 15061(b)(3).) Prior to commencement of any project included in the expenditure plan, any necessary environmental review required CEQA shall be completed.

Agenda Item #12.1.

14 SECTION 5. An election shall be ordered to enable the voters of Napa County to approve or reject this ordinance. The date of the election shall be June 7, 2022.

SECTION 6. A summary of this ordinance shall be published at least once five days before adoption and at least once before the expiration of 15 days after its passage in the Napa Register, a newspaper of general circulation published in the County of Napa, together with the names of members voting for and against the same.

The foregoing ordinance was duly passed and adopted at a regular meeting of the Board of Supervisors of Napa County, State of California, held on the __day of ___ 2022, by the following vote, which is no less than a two-thirds vote of all members of the Napa County Board of Supervisors as required by Government Code Section 53724(b) and Revenue and Taxation Code Section 7285.5.

AYES: SUPERVISORS
NOES: SUPERVISORS
ABSTAIN: SUPERVISORS
ABSENT: SUPERVISORS
RYAN GREGORY, Chairman
Napa County Board of Supervisors

APPROVED AS TO FORM
Office of County Counsel
By:

Date:

APPROVED BY THE NAPA COUNTY

BOARD OF SUPERVISORS
Date:

Processed By:
__________________________
Deputy Clerk of the Board
ATTEST: NEHA HOSKINS
Clerk of the Board of Supervisors
By: ____________________________
This ordinance shall be considered as adopted upon the date the vote is declared by the Board of Supervisors and shall go into effect ten (10) days after that date, all pursuant to Section 9122 of the California Elections Code.

Agenda Item #12.1.

15 As required by Revenue and Transactions Code Section 7285.5, the foregoing ordinance was approved by no less than a two-thirds vote of the people of Napa County, on June 7, 2022 AYES: ____________________________
NOES:_____________________________
The vote on this ordinance was declared by the Board of Supervisors on July __, 2022. _______________________________________
Ryan Gregory, Chairman
Board of Supervisors

APPROVED AS TO FORM
Office of County Counsel
By:

Date:

APPROVED BY THE NAPA COUNTY

BOARD OF SUPERVISORS
Date:

Processed By:
__________________________
Deputy Clerk of the Board
ATTEST: NEHA HOSKINS
Clerk of the Board of Supervisors
By: ____________________________
Agenda Item #12.1.

Report to the City Council
Regular City Council - 08 Feb 2022
Agenda Section: NEW BUSINESS
Subject: Initiate Proceedings to Place a General Obligation Bond (GO Bond) Measure on the June 7, 2022 Ballot, by Adopting a Resolution of Necessity and Introducing an Ordinance
Ordering the Submission of a Proposition to Incur Bonded Indebtedness to the Voters
CEQA
Determination:

Exempt
Prepared By: April Mitts, Administrative Services Director Reviewed By: April Mitts, Administrative Services Director Approved By: Mark T. Prestwich, City Manager

BACKGROUND
As discussed at prior public meetings of the City Council, including most recently on January 24, 2022 and January 31, 2022, the City has approximately $19,150,000 of critical infrastructure projects for its utility systems that need funding sources. Attachment 1 provides a summary of the information presented at the recent Council Workshops. A general obligation bond measure, if approved by the voters, would authorize the City to levy an ad valorem property tax on taxable property in the City to generate funds sufficient to pay the debt service on bonds issued for this purpose. Various approvals are necessary before the City could issue a general obligation bond, including 2/3 approval of the voters in the City.

DISCUSSION
St. Helena faces a very serious water crisis that affects the future water security of all residents. California’s extended drought impacts the whole state, but our community has water insecurity as extreme as anyone’s, due to the age of our infrastructure and the scarcity of water sources.

Agenda Item #12.2.

Many of the unfunded CIP projects relate to 1940’s era water infrastructure. Repairs and upgrades are essential to securing our water future.

A general obligation bond measure could raise up to $19,150,000 to fund critical infrastructure projects for the City’s aging drinking water, sewage, recycled water and stormwater systems in order to protect water quality and supply, improve drought resilience, keep sewage, pollution, trash and chemicals out of local rivers and creeks, and otherwise protect safe, sustainable local water sources.

Funds could only be spent on projects within the City limits. Some needed water system improvements are outside City limits, and in those cases costs must be shared by ratepayers who are outside the City limits.

The projects are set forth in more detail in the Ordinance.

The steps required to have a general obligation bond approved are as follows:

1. City Council to adopt a Resolution of Necessity, setting forth the City Council’s finding that issuing general obligation bonds is necessary to pay for municipal improvement projects (must be adopted by 2/3 vote of City Council).

2. City Council to introduce, and at a subsequent regular meeting adopt, an Ordinance Ordering the Submission of a Proposition to Incur Bonded Indebtedness to the Voters, setting forth the objects and purposes of the general obligation bond, the maximum principal amount and interest rate that may apply to the bond and bond election provisions (must be adopted by 2/3 vote of City Council).

3. City Council to adopt a Resolution Placing Bond Measure on Ballot, directing the Napa County Registrar of Voters to add the General Obligation Bond measure to the June 7, 2022 state-wide election ballot, and approving a tax rate statement and bond election-related deadlines.

4. Bond Election held on June 7, 2022, at which the qualified voters within the City vote on the bond measure (measure must be approved by 2/3 of votes cast).

Assuming a successful bond election in June 2022, the City would be authorized to issue up to $19,150,000 of General Obligation Bonds payable solely from ad valorem property taxes levied on taxable property in the City. Thereafter, the City’s financing team (including Del Rio Advisors, LLC, as municipal advisor, and Jones Hall, as bond counsel and disclosure counsel) would prepare the financing documents necessary to obtain a rating on the bonds and then market and sell the bonds to investors.

If $19,150,000 of general obligation bonds were approved by the voters, it is currently contemplated that 3 separate series of 30-year bonds would be issued, so that bond proceeds would be available as needed for projects. As shown in the materials presented to the City Council on January 31, 2022, given current interest rates (plus a buffer for future uncertainty), issuance of $19,150,000 of bonds would result in an average ad valorem tax rate of approximately $14.82 per $100,000 of assessed valuation.

Agenda Item #12.2.

The two items being considered by the City Council would initiate the general obligation bond proceedings. Further actions would need to be taken at the next City Council meeting, as detailed above.

FISCAL IMPACT
Staff anticipates the cost of preparing the legal documents and financial analyses necessary to place the General Obligation Bond measure on the June 7, 2022 ballot is $30,000 (for municipal advisor and bond counsel). The estimated cost for the ballot measure to be considered at the June 7, 2022 Statewide Direct Primary Election is between $35,000 to $50,000. If the election is successful and bonds are issued, some of these costs may be paid from the proceeds of the bonds, instead of the General Fund.

If the bond measure is approved by the voters and bonds are issued, the costs of issuing the bonds would be paid from bond proceeds and all debt service payable on the bonds would be payable from the dedicated ad valorem property tax. There would be no General Fund impact.

RECOMMENDED ACTION
(1) Adopt the Resolution of Necessity for the General Obligation Bond and (2) Introduce the Ordinance Ordering the Submission of a Proposition to Incur Bonded Indebtedness to the Voters

ATTACHMENTS
Attachment 1 - Council Workshop Summary
Attachment 2 - Resolution of Necessity for GO Bond
Attachment 3 - Ordinance Ordering Bond Measure Submitted to the Voters Attachment 4 - redline - Ordinance
Agenda Item #12.2.

City Council Workshop Summary
Overview
The City Council held two workshops to discuss and provide direction for funding options for needed water, sewer, and storm drain infrastructure projects and consideration of potential general obligation bond on the June 7, 2022 ballot. The first workshop was held on January 24, 2022 and the second workshop was held on January 31, 2022.

Workshop Objectives
• Review needed near-term water, sewer, and stormwater projects and discuss funding options to address infrastructure deficiencies.
• Consider options for possible placement of a General Obligation Bond on the June 7, 2022 ballot.
• Consider ballot language for a General Obligation Bond on the June 7, 2022 ballot.

Background
Recognizing the deterioration of the City’s assets, the City Council set in motion a series of studies, working committees, and reports to categorize assets, provide costs estimates for replacement/repair, and develop funding strategies for the replacement/repair of assets.

Below provides a summary events to-date.
2017: Facilities Condition and Need Assessment
In 2017, the City of St. Helena requested proposals for facilities condition and needs assessment services. City staff and the Council subcommittee reviewed the proposals received and unanimously selected EMG as the best firm suited to meet the City’s needs and on October 24, 2017, the City Council authorized an agreement for their services. On March 14, 2018, the City was presented the final report from EMG which identified just short of $6 million in replacement costs over a 10 year period – not including the replacement of City Hall.

Replacement Reserves Report Summary: Click Here
2018: The St. Helena Assets Planning Engagement (SHAPE) Committee Report The general purpose of the SHAPE Committee was to identify alternatives to address deficiencies and opportunities identified in the Facilities Condition and Need Assessment, challenges identified in the Long Range Financial Forecast (LRFF), and feasibility concepts identified in the 2009 Visioning Statement. Additionally, the SHAPE Committee identified financial strategies for City Council consideration to address identified deficiencies, opportunities and/or utilization of community assets.

SHAPE Committee Website: Click Here
Agenda Item #12.2.

Final SHAPE Report: Click Here
2020: Financing Civic Infrastructure Task Force Report
The purpose of the Financing Civic Infrastructure Task Force was to review and analyze the financing options for the possible construction of new or remodeled civic institutions in St.

Helena as well as other infrastructure, such as storm drains and downtown streetscape, and provide recommendations to the City Council. The Task Force provided a narrative report that described recommendations to the City Council regarding:
• Evaluation of the City’s financial capacity, financing vehicles, and revenue producing potential and options; and
• Funding strategies to ensure cash flow stability and General Fund stability Financing Civic Infrastructure Task Force Committee Website: Click Here Final Financing Civic Infrastructure Task Force Report: Click Here 2021: Underground Utilities Master Plan
The City was in need of updating its citywide water, wastewater, and stormwater master utility plans. Instead of having multiple master plans, the City opted for one Integrated Utility Master Plan that updated, replaced, and expanded upon prior plans, studies, and policies. In March 2018, the City issued a request for proposals for an Integrated Utility Master Plan. On August 14, 2018, City Council awarded a contract to Carollo Engineers, Inc. for this work.

In June 2020, Carollo presented an update on the City’s nearly completed Underground Utilities Master Plan and noted that investments in the City’s water, wastewater, and storm drain systems between now and the year 2030 total at least $34.7 million, with more than $22 million needed between now and 2025. The Draft report was presented and discussed by City Council at a special meeting held on July 20, 2020.

Special City Council Meeting – Underground Master Plan Workshop: Click Here 2021: Council Goal to Identify Financing & Revenue Options to Address City Infrastructure Deficiencies
City Council Goal 4.B. calls for the City to prepare financing and revenue options for City Council review and consideration to address City infrastructure deficiencies. On June 8, 2021, a report was brought to City Council for discussion and direction regarding financing and revenue options. Direction was provided to secure professional opinion research services as an initial step in developing a community supported funding strategy or other alternatives that could be deployed to accelerate investment in the City’s infrastructure and to address operational challenges.

June 8, 2021 City Council Meeting: Click Here
Agenda Item #12.2.

2021: Opinion Research on Revenue Options
FM Research completed public opinion research related to three potential ballot measure alternatives for City Council Consideration. On January 11, 2022, a report was presented to City Council and direction was provided to proceed with exploration of a GO Bond for the June 2022 election. Following the January 11, 2022 meeting, the City Council held two workshops to further discuss GO Bond Scenarios. The first meeting was held on January 24, 2022 and the second meeting was held on January 31, 2022. At the January 31, 2022 meeting, City Council provide direction to move forward with preparing a staff report and necessary documentation for the February 8, 2022 meeting for adoption.

January 11, 2022 City Council Meeting: Click Here
January 24, 2022 Special City Council Workshop: Click Here January 31, 2022 Special City Council Workshop: Click Here Near Term Water, Sewer, and Storm Drain CIP Needs
Though the work of the SHAPE Committee, Financing Civic Infrastructure Task Force, the Underground Utilities Master Plan, and input from the City’s Public Works Director/City Engineer, the City has identified approximately $54 million dollars in near-term CIP needs.

Table 1 provides a brief background and funding options for each project type and Table 2 provides additional project details.

Table 1 – Background and Funding Options
Project
Type
Background Funding Options
Storm Drain All Storm Drain projects are located inside City limits
There is no existing revenue source
General Fund, GO Bond
Water Water projects are located inside and outside City limits
Water Rates/Revenue
Bond, GO Bond, or
Combination
Sewer All sewer projects located inside City limits Sewer Rates/Revenue Bond
GO Bond, or Combination
Agenda Item #12.2.

Table 2 – Near Term Water, Sewer, and Storm Drain CIP Needs CIP Project Budget Needed
(000)
Storm Drain
Stormwater Collection System Improvements $9,580
Stormwater Rehabilitation/Replacement $950
Subtotal $10,530
Water
Bell Canyon Intake Tower Replacement $4,130
Rutherford Pump Station Interim Upgrades $690
Dwyer Road Booster Pump Station $1,360
Rutherford Pipeline Replacement $6,830
Smart Water Meters $1,970
Unfunded CIP Projects (W21-01 Kearney & Andrea Water Main) $1,100 Spring Mountain Pressure Zone Improvements (Holmes Tank Upgrade) $1,000 Rehabilitate Tank 2 at Lower Reservoir $940
Rutherford Pump Station Replacement $3,700
New Water Treatment Plant $8,000
Water Treatment Plant Transmission Main Replacement $5,070 Bell Canyon Spillway Repairs $130
Water Main Replacement Program $1,440
Unfunded CIP Projects W-85 Bell House Valve Replacement; W18-120 Bell Canyon Phreatic Surface Monitoring; W-108 Lower Reservoir Rehab
$620
Water Distribution Fire Flow Improvements $1,500
Subtotal $38,480
Sewer
Sewer Replacement Program $2,070
Crinella Lift Station Improvements $1,140
WWTP Recycled Pipeline and Pump Station $1,719
Subtotal $4,929
TOTAL $53,939
Types of Debt – General Obligation Bond and Revenue Bond At the January 24, 2022 Workshop, staff presented two debt options available for funding the projects in Table 2.

1. General Obligation Bonds (GO Bond)
Agenda Item #12.2.

GO Bonds are secured by a promise to levy ad valorem property taxes (property taxes based on the value of the property) in an unlimited amount as necessary to pay debt service. Voters approve the maximum amount of debt (bonds) that can be issued. The ad valorem taxes levied to pay debt service on City GO Bonds are in addition to the one percent general ad valorem property tax.

2. Revenue Bonds
Revenue Bonds are issued to acquire, construct or expand public projects for which fees, charges or admissions are charged. The bonds are evidence of direct municipal debt incurred in purchasing or constructing a revenue-producing project and are repaid from the income by use of that project or system. Revenue Bonds are designed to finance facilities that provide benefits to a group of readily identifiable users. They are secured primarily by a pledge and lien on gross or net revenues received from the operation of the project or system.

Conceptual Bond
Upon analysis of the near-term needs, projects were categorized by funding options for City Council discussion and direction for a conceptual GO Bond measure. Table 3 provides a summary of the water projects which are currently supported by water rates and are proposed projects for rate funding.

Table 3 – Water Projects Supported by Water Rates
CIP Project Budget Needed
(000)
Funded through the Current Rates
Bell Canyon Intake Tower Replacement $4,130
Rutherford Pump Station Interim Upgrades $690
Dwyer Road Booster Pump Station $1,360
Subtotal $6,180
Water Rate Adjustments (2022 Rate Adjustments)
Rutherford Pipeline Replacement $6,830
Smart Water Meters $1,970
Unfunded CIP Projects (W21-01 Kearney & Andrea Water Main) $1,100 Spring Mountain Pressure Zone Improvements (Holmes Tank Upgrade) $1,000 Rehabilitate Tank 2 at Lower Reservoir $940
Subtotal $11,840
Water Rate Adjustments (2027 Rate Adjustments)
Rutherford Pump Station Replacement $3,700
New Water Treatment Plant $8,000
Water Treatment Plant Transmission Main Replacement $5,070 Subtotal $16,770
Agenda Item #12.2.

TOTAL $34,780
The remaining projects were placed in the model for the Conceptual GO Bond model as shown in Table 4 and as discussed at the January 31, 2022 Workshop. The conceptual GO Bond project list is comprised of stormwater system improvements, wastewater recycled pipeline and pump station, and select water and wastewater projects totaling $19.15 million in projects. Of this amount $10.5 million is for stormwater system improvements, $3.69 million for water system improvements, $3.2 million for wastewater improvements, and $1.7 million for wastewater treatment recycled pipeline and pump station.

Table 4 – Conceptual GO Bond Model
GO Bond Scenarios
In working with City’s Municipal Financial Advisor, Ken Dieker at Del Rio Advisors, the City modeled three GO Bond scenarios to determine the estimated tax rate per $100k of Assessed Value (AV). The following assumptions were made for the scenarios:

1. 30-Year Term

2. Layered Debt – 3 Debt Issuances

3. 4% Annual Assessed Valuation (AV) Growth

4. Declining Tax Rate

5. Market + .50
The percentage of Annual Assessed Valuation (AV) Growth is based on the historical trend.

Table 5 provides a summary of the AV growth as found in the City’s FY 2020 annual audited financial statements.

Stormwater System Improvements Replace undersized portions of the stormwater collection system $9,580 Stormwater System Rehabilitation and
Replacement
Replacement of approximately 15,200 ft of the stormwater collection system $950 Bell Canyon Spillway Repairs Repair spillway $130
Water Main Replacement Program Complete 20,700 feet of water main rehabilitation and replacement projects $1,440 Unfunded CIP Projects Projects include: W-85 Bell House Valve Replacement; W18-120 Bell Canyon Phreatic Surface Monitoring; W-108 Lower Reservoir Rehab; $620
Water Distribution Fire Flow
Improvements
Replace smaller diameter (typ. 6-inch or less) pipelines with larger diameter pipes; In total, 4,900 linear feet (0.9 miles) of fire flow improvements are recommended $1,500
Sewer Replacement Program High-priority replacement of 9,500-feet of gravity sewage collection system $2,070 Crinella Lift Station Improvements Update the structure and pumping systems as well as including an air filter system to control odors
$1,140
WWTP Recycled Pipeline and Pump
Station
Provide pump station to distrubute recycled water through a network of about 9,000 feet of pipeline
$1,719
SUBTOTAL $19,149
Agenda Item #12.2.

Table 5 – Assessed Value Average Growth
The three GO Bond scenarios are summarized in Table 6 and in Graph 1. The summaries include GO Bond issuance in the amount of $10 Million, $15 Million, $20 Million and presents the first year tax rate, average tax rate, and maximum tax rate for all three scenarios.

Table 6 – GO Bond Scenarios
Graph 1 – GO Bond Scenarios Tax Rate Illustration
Fiscal Year Estimated Assessed Value
Ended Real Personal Total Direct Actual as a Percentage June 30 Property Property Totals Tax Rate Taxable Value of Actual Value % change 2001-2002 917,733 36,700 954,433 1.00% 2,346,761 40.67% 2020 $2,620,400 $ 63,332 $2,683,732 1.00% $ 6,641,474 40.41% 6% 2019 2,468,796 64,819 2,533,615 1.00% 6,264,589 40.44% 7% 2018 2,303,468 71,614 2,375,082 1.00% 5,860,976 40.52% 7% 2017 2,156,770 72,093 2,228,863 1.00% 5,494,915 40.56% 8% 2016 1,988,547 80,112 2,068,659 1.00% 5,085,813 40.68% 5% 2015 1,878,049 91,624 1,969,673 1.00% 4,826,014 40.81% 2% 2014 1,858,565 74,771 1,933,336 1.00% 4,753,228 40.67% 9% 2013 1,695,701 74,401 1,770,102 1.00% 4,345,539 40.73% 2% 2012 1,651,354 78,586 1,729,940 1.00% 4,240,651 40.79% 2% Average 2011 1,613,048 74,155 1,687,203 1.00% 4,138,556 40.77% 5% Assessed Taxable Values
Agenda Item #12.2.

Isolated Water/Sewer Analysis
The Conceptual GO Bond includes $3.69 million in water projects and $3.21 million in wastewater projects. In an effort to compare estimated impact of adding $3.69 million in water projects to the current water rate structure and $3.21 million in wastewater projects to the current wastewater rate structure, staff worked with the City’s Municipal Financial Advisor, Ken Dieker, to provide a comparison of the estimated increase in water/sewer rates over a five-year period with the estimated cost of a GO Bond over the same time period.

The following assumptions were made in this analysis:

1. GO Bond issuance of $6.9 million
a. 30-Year Term
b. Layered Debt – 3 Debt Issuances
c. 4% Annual Assessed Valuation (AV) Growth
d. Declining Tax Rate
e. Market + .50

2. Water Rates/Sewer Revenue Need – total $6.9 million
a. Revenue increase of $3.69 million for water projects and $3.21 million for the wastewater projects
b. Utilizes FY 2020 audited financials, 2021 estimated financials, and 2022 estimates
c. Inflation rate of 7%
d. Both PAYGO and debt financing
e. Maintaining City Council policy for debt coverage and months of operating cash reserves

3. Estimated Water/Sewer Rates
Agenda Item #12.2.

a. Utilized the estimated monthly water bill for a Single-Family Home shown in the 2017 Proposed Water Rates on page 4. Click Here for document. b. Utilized the estimated monthly wastewater bill for a Single-Family Home shown in the 2017 Proposed Wastewater Rates on page 4. Click Here for document.

The estimated water/sewer rates is based off of the 2017 rate study and average household use at that time for a single family residential property, which assume a non-drought period.

However, it is important to note the City’s water rates include drought rates to offset revenue loss during periods of water conservation. So, while the customer used less water, they paid a higher price for the water they used.

The GO Bond scenario being issued at $6.9 million has an average tax rate of $5.84 per $100k of AV. This analysis assumes a home with a $1,000,000 AV.

Table 7 is a summary of the isolated water/sewer analysis utilizing the assumptions outlined above. This table has been updated since the meeting on January 31, 2022. The original table applied a 5% increase during the off-peak water use when the increase should have been 3%.

This update has decreased the 5-year estimated increase from $793 to $712 as noted in Table

7. Table 7 – Isolated Water/Sewer Analysis
City Council Policy
Required Water/Sewer Rates Year 1 Year 2 Year 3 Year 4 Year 5 5 Year
Increase
$3.69 million 3% 3% 3% 3% 3%
Water Current
Peak (17 HCF) $ 1,158 $ 1,193 $ 1,229 $ 1,265 $ 1,303 $ 1,342 Off-Peak (7 HCF) $ 690 $ 711 $ 732 $ 754 $ 777 $ 800
Total $ 1,848 $ 1,903 $ 1,961 $ 2,019 $ 2,080 $ 2,142
Difference $ 55 $ 57 $ 59 $ 61 $ 62 $ 294
$3.21 million 6% 6% 6% 6% 6%
Sewer Current
$ 1,236 $ 1,310 $ 1,389 $ 1,472 $ 1,560 $ 1,654
Difference $ 74 $ 79 $ 83 $ 88 $ 94 $ 418
$ 712
GO Bond - $6.9M
5 Year
Increase
$ 1,000,000 $ 58 $ 58 $ 58 $ 58 $ 58 $ 292
Per Year Increase
5-Year Costs - SFR Water/Sewer Combined
Per Year Increase
Per $100k Assessed Valuation
Year 1 $0.98, Average $5.84, Maximum $12
Agenda Item #12.2.

On January 31, 2022, staff and City Council reviewed the City's current Financial Policy - P-FI0016 as it pertains to issuance of debt and Capital Improvement Programs. The current policy Section III. Policy C. Capital Improvement Program subsection 4 states, "Capital improvements that specifically benefit a fee-for-service enterprise operation (such as Water/Wastewater) are to be financed through the service fees generated within that operation and fund. Such fees should be supported by periodic updates to the related utility master plan." Additionally, Section III. Policy G. Debt Management subsection 4.(iii) states, "total debt does not constitute an unreasonable burden to the City or its taxpayers and ratepayers." At this meeting it was recognized that in the current form, the Policy does not allow for other funding mechanisms in the enterprise funds to support critical infrastructure projects which are in need of short-term repair, repair in emergency circumstances, or under government regulations in which the current rate structure may not support the cost of the project or, if included in the current rate structure, may present an unreasonable burden to the City or its taxpayers and ratepayers. Based on Council direction, a revised policy was drafted for Council consideration on the meeting of February 8, 2022.

Agenda Item #12.2.

CITY OF ST. HELENA
RESOLUTION NO. 2022-____
Resolution Determining: that the public interest and necessity demand the acquisition, construction and improvement of municipal improvement projects, and their financing through the issuance of general obligation bonds

RECITALS
A. WHEREAS, the City of St. Helena (the “City”) is a municipal corporation and general law city duly organized and existing under the Constitution and laws of the State of California; and
B. WHEREAS, the City is authorized to call an election for the proposition of incurring a bonded indebtedness and to issue such bonds to finance municipal improvements pursuant to certain provisions of the California Government Code, including Article 1 of Chapter 4 of Division 4 of Title 4 (commencing with Section 43600) and Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 (commencing with Section 53506) (collectively, the “Bond Law”); and
C. WHEREAS, the City intends to issue its general obligation bonds (the “Bonds”) under and pursuant to the Bond Law to finance the cost of the acquisition, construction and improvement of municipal improvement projects of the City (the “Improvements”), consisting of drinking water system improvements, including but not limited to Bell Canyon Spillway repairs, water main rehabilitation and replacements, valve replacements, Bell Canyon Phreatic Surface Monitoring, lower reservoir rehabilitation, and replacing pipes to increase fire flow, sewer system improvements, including but not limited to replacing pipes and making Crinella Lift Station improvements, stormwater system improvements, including but not limited to replacing pipes, drains, culverts and other components of the system, and recycled water system improvements, including but not limited to providing pump station and pipes to distribute recycled water; and D. WHEREAS, in order to initiate proceedings under the Bond Law to provide for the issuance of general obligation bonds, the City Council of the City (the “City Council”) must make certain findings and determinations;

RESOLUTION
The City Council of the City of St. Helena hereby resolves as follows:

Section 1. Declaration of Necessity to Issue Bonds. The public interest and necessity demand, and it is the intention of the City Council to require, the acquisition, construction and improvement of the Improvements, and to issue the Bonds to finance the cost thereof, subject to completion of the proceedings required by the Bond Law.

Section 2. Findings. The City Council hereby finds and determines that the estimated costs of the Improvements will require an expenditure by the City greater than the amount Agenda Item #12.2.

2 allowed for it by the annual tax levy of the City. The principal amount of the Bonds will not exceed the estimated cost of the Improvements.

Section 3. Issuance of the Bonds. This Resolution is adopted, and the Bonds, if approved by two-thirds of all qualified voters voting on the issuance of the Bonds, are to be issued pursuant to the Bond Law.

Section 4. Appointment of Consultants. In connection with the proposed issuance of the Bonds and related election matters, the City Council hereby authorizes and ratifies the appointment of Del Rio Advisors, LLC, as municipal advisor to the City, and Jones Hall, A Professional Law Corporation, as Bond Counsel and Disclosure Counsel to the City. Each of the City Manager and the Administrative Services Director is hereby authorized and directed to execute, on behalf of the City, a professional services agreement with each such firm, to the extent they deem necessary.

Section 5. Effective Date. This Resolution shall take effect upon its adoption by twothirds of all members of the City Council. * * * * * * * * * *
Approved at a Regular Meeting of the St. Helena City Council on ____________, 2022, by the following vote:

Mayor Ellsworth: ______________
Vice Mayor Dohring: ______________
Councilmember Chouteau: ______________
Councilmember Hall: ______________
Councilmember Hardy: ______________
APPROVED:
___________________
Geoff Ellsworth, Mayor
ATTEST:
___________________
Cindy Tzafopoulos, City Clerk
Agenda Item #12.2.

CITY OF ST. HELENA
ORDINANCE NO. _____________

AN ORDINANCE ORDERING THE SUBMISSION OF A PROPOSITION INCURRING BONDED INDEBTEDNESS TO THE QUALIFIED VOTERS OF THE CITY OF ST.

HELENA AT THE GENERAL MUNICIPAL ELECTION TO BE HELD ON JUNE 7, 2022, FOR THE PURPOSE OF FINANCING THE COST OF THE ACQUISITION,

CONSTRUCTION AND IMPROVEMENT OF CERTAIN MUNICIPAL IMPROVEMENT

PROJECTS
The City Council (the “City Council”) of the City of St. Helena (the “City”) hereby ordains as follows:

SECTION 1. PURPOSE AND INTENT
Pursuant to the authority provided by the California Government Code and California Elections Code, the City Council proposes to order the submission of a proposition authorizing the City to issue general obligation bonds (the “Bonds”) to the qualified voters of the City at the general municipal election to be held on June 7, 2022.

SECTION 2. FINDINGS
The City Council hereby makes the following findings with respect to the proposed measure for the Bonds:

A. On February 8, 2022, the City Council adopted, by a two-thirds vote of all its members, a resolution entitled “Resolution Determining that the Public Interest and Necessity Demand the Acquisition, Construction and Improvement of Municipal Improvement Projects, and Their Financing Through the Issuance of General Obligation Bonds,” pursuant to which the City Council has found and determined that the public interest and necessity demand the issuance of general obligation bonds to finance the cost of municipal improvement projects.

B. In order to provide for the issuance by the City of general obligation bonds to provide financing for the municipal improvement projects, it is necessary for the City Council to adopt an ordinance ordering the submission of the proposition of incurring bonded indebtedness for such purpose to the qualified voters of the City at a municipal election.

C. The City Council desires to submit said ballot measure to the qualified voters of the City at the regular election to be held in the City on June 7, 2022, and to consolidate the bond election with other elections held within the City on that date.

Agenda Item #12.2.

Ordinance No. ______
2 SECTION 3. CALL FOR ELECTION
The City Council hereby orders that there be submitted to the qualified voters of the City a proposition on incurring bonded indebtedness for the purposes set forth in this Ordinance, at the regular election to be held on June 7, 2022.

SECTION 4. BALLOT PROPOSITION
The City Council hereby submits to the qualified voters of the City, at the regular election to be held on June 7, 2022, a proposition on issuing the Bonds. The statement of the measure shall be in substantially the form set forth in the resolution of the City placing the measure on the ballot.

SECTION 5. OBJECT AND PURPOSE OF BONDS
The object and purpose of the Bonds is to finance the costs of municipal improvement projects of the City (the “Improvements”), consisting of drinking water system improvements, including but not limited to Bell Canyon Spillway repairs, water main rehabilitation and replacements, valve replacements, Bell Canyon Phreatic Surface Monitoring, lower reservoir rehabilitation, and replacing pipes to increase fire flow, sewer system improvements, including but not limited to replacing pipes and making Crinella Lift Station improvements, stormwater system improvements, including but not limited to replacing pipes, drains, culverts and other components of the system, and recycled water system improvements, including but not limited to providing pump station and pipes to distribute recycled water, all as acquired or constructed by the City to protect local water quality/supply, improve drought resilience, keep sewage, pollution, trash and chemicals from local rivers, creeks and streams, and protect safe, sustainable, local water sources.

The authorized Improvements also include all work, facilities and expenditures necessary and incidental to the projects described above. Examples of such work, facilities, and expenditures include, but are not limited to: costs of design, engineering, architect and other professional services, inspections, site preparation, utilities, landscaping, construction management and other planning and permitting, legal, accounting and similar costs; a customary construction contingency; demolition and disposal of existing structures; rental or construction of storage facilities and other space on an interim basis for materials and other equipment and furnishings displaced during construction; addressing unforeseen conditions revealed by construction or renovation, and other necessary improvements required to comply with existing building codes and other applicable law, including the Americans with Disabilities Act; costs of the bond election; bond issuance costs; project administration during the duration of such projects; and financing and interest costs on the Bonds.

The final costs, locations, designs, layouts and other components of the Improvements will be determined as plans are finalized, construction bids are awarded, and projects are completed.

Therefore, the City Council cannot guarantee that the Bonds will provide sufficient funds to allow completion of all needed Improvements.

SECTION 6. ESTIMATED COST OF IMPROVEMENTS
The estimated cost of the Improvements is $19,150,000. The estimated cost includes legal or other fees, the costs of printing the Bonds, and other costs and expenses incidental to or connected with the authorization, issuance and sale of the Bonds. To the extent the Agenda Item #12.2.

Ordinance No. ______
3 Improvements financed are revenue-producing public works, the cost of the Improvements may also include bond interest estimated to accrue during the construction period and for a period of not to exceed 12 months after completion of construction.

SECTION 7. PRINCIPAL AMOUNT OF BONDS
The amount of the principal of the Bonds shall not exceed $19,150,000.

SECTION 8. MAXIMUM INTEREST RATE
The maximum rate of interest to be paid on the Bonds shall be the statutory maximum of 12% per annum. Said interest shall be payable semiannually, except that interest for the first year after the date of the Bonds may be made payable at the end of said year.

SECTION 9. ISSUANCE AND SALE OF BONDS
The City proposes to issue and sell the Bonds pursuant to Article 1, commencing with Section 43600, of Chapter 4 of Division 4 of Title 4 of the California Government Code, or Article 4.5, commencing with Section 53506, of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, in one or more series, in the maximum amount and for the objects and purposes set forth above if two-thirds of all qualified voters voting on the proposition set forth above vote in favor thereof. The Bonds will be general obligations of the City payable from and secured by ad valorem taxes levied and collected in the manner prescribed by the laws of the State of California. The revenue generated from the ad valorem tax levied and collected will be used for the payment of debt service on the Bonds. All of the Bonds shall be equally and ratably secured, without priority, by the taxing power of the City.

SECTION 10. MANNER OF CONDUCTING ELECTION
The election on the Bonds held on June 7, 2022 shall be held and conducted, election officers appointed, voting precincts designated, ballots printed, polls opened and closed, ballots counted, and returned, returns canvassed, results declared, and all other proceedings incidental to and connected with the election shall be regulated and done in accordance with the provisions of law regulating the election with which it is consolidated.

SECTION 11. PROCEDURE FOR VOTING ON PROPOSITION
Ballots for the election shall be provided in the form and in the number provided by law. Voters shall be provided an opportunity to vote for or against the proposition on the ballot, in accordance with procedures to be adopted by the authorized officers of the County of Napa (the “County”) charged with conducting the election.

SECTION 12. ACCOUNTABILITY REQUIREMENTS
In accordance with Sections 53410 and 53411 of the California Government Code, the City Council hereby adopts the following accountability requirements relating to the Bonds:
(a) A separate account shall be created and held by the City, into which the proceeds of the Bonds are deposited and applied solely for the purpose of financing the Improvements.

Agenda Item #12.2.

Ordinance No. ______
4 (b) The Administrative Services Director of the City shall file a report with the City Council at least annually showing the amount of Bond proceeds collected and expended, and the status of the Improvements.

SECTION 13. IDENTIFICATION OF TAX
The tax imposed by this measure is an ad valorem tax levied upon taxable real property in the City, and will be used to pay the principal and interest on the Bonds.

SECTION 14. ESTABLISHMENT OF OVERSIGHT COMMITTEE
In the event the ballot proposition is passed by two-thirds of all qualified voters voting on the proposition and the Bonds are issued, the City Council shall establish and appoint members to an oversight committee, which shall have responsibility for reviewing and reporting on the expenditure of the proceeds of the Bonds.

SECTION 15. OFFICIAL ACTIONS
The Mayor, the City Manager, the Administrative Services Director, the City Clerk, and any of their designees, are hereby authorized to execute any documents and to perform all acts necessary to place the bond measure on the ballot.

SECTION 16. INTERPRETATION
The provisions of this Ordinance, being necessary for the health, welfare, and safety of the City and its residents, is to be liberally interpreted to carry out its purposes. No error, irregularity or informality, and no neglect or omission of any officer, in any proceeding taken related to the submission of the proposition incurring bonded indebtedness to the qualified voters of the City shall void or invalidate any such proceeding, any Bonds issued by the City or any levy of ad valorem taxes to pay principal of and interest on the Bonds.

SECTION 17. SEVERABILITY
If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect any other provisions or applications, and to this end the provisions this Ordinance are declared to be severable.

SECTION 18. PUBLICATION OF ORDINANCE
This Ordinance shall be published once a day for at least seven days in a newspaper published at least six days a week in the City, or once a week for two weeks in a newspaper published less than six days a week in the City. The first of said publications shall, in either event, be within 15 days after the adoption of this Ordinance. If there are no such newspapers, it shall be posted in three public places in the City for two succeeding weeks. No other notice need be given.

SECTION 19. EFFECTIVE DATE
In accordance with Section 36937(a) of the California Government Code, this Ordinance shall become effective immediately, as an ordinance relating to an election, upon its adoption by twothirds vote of all the members of this City Council.

Agenda Item #12.2.