St. Helena City Council
June 14, 2022

opportunity to provide any written comments, evidence and/or arguments which the Hearing Officer shall consider in the investigation and Report.

4. Enforcement The City Council, in its sole discretion, shall enforce the Code of Ethics and Conduct against Members depending upon the extent and severity of the violation by means of either (i) a waming (ii) a written reprimand; ( iii) censure; iv) removal from assignments; or (v) other action as deemed appropriate to the City Council, including without limitation disavowal and/ or disapproval of the Member's violation and/or other action and/or statement. The following procedure shall be utilized:

5. Receipt of Report. As reasonably practicable, within 30 days after receipt of the Report, the Council will hold a public hearing after which it will determine, among any other determination the Council may deem appropriate, whether the Complaint should be dismissed, a warning should be issued, a written reprimand should be issued, censure issued, or the Member should be removed from his or her office only for Members other than Council members) or assignments. The City shall provide written notice of the public hearing and opportunity to be heard to the affected Member. The City Council determination shall be set forth in written findings that the Council may direct staff to prepare for subsequent Council approval.

6. DismissaL Where the Council, based on the Report and any statement from the affected Member, determines that it is clear that no violation occurred or that only a trivial or de minimus violation occurred, or that the Complaint was motivated by revenge or other improper motive, the Council may dismiss the Complaint.

7. Warning. Where the Council, based on the Report and any statement from the affected Member, determines that there is some evidence that only a minor violation or a questionable practice has occurred, the Council may issue a written waming to the affected Member specifying the violation(s) and requesting corrective action.

8. Reprimand. Where the Council, based on the Report, any statement from the affected Member, and other evidence accepted, determines that there is substantial evidence that the Member has materially violated one or more provisions of the Code of Ethics and Conduct, the Council may adopt a resolution reprimanding the affected Member for their conduct, stating that any violations shall cease, and requesting corrective action. The affected Member may file a rebuttal to the Reprimand with the City Clerk which will become a matter of public record.

9. Censure. Where the Council, based on the Report, any statement from the affected Member, and other evidence accepted at a public hearing of the matter, determines that there is substantial evidence that the Member has materially violated one or more provisions of the Code of Ethics and Conduct, and that such violation( s) impugn the integrity or dignity of the City or that such violations are egregious or chronic in nature, then the Council may adopt a resolution censuring Agenda Item #9.1.

the affected Member by condemning his or her actions, removing the Member from all appointive positions representing the City in front of other governments and agencies, demoting the affected Commissioner, Committee or Board member appointed by the City Council who holds a position of chairperson or vice chairperson, stating that the violations shali cease, and demanding corrective actions. The affected Member may file a rebuttal to the Censure with the City Clerk which will become a matter of public record.

10. Remova/ from Office. Notwithstanding any of the provisions in this Section 3.4, the City Council may remove any Commissioner, Committee or Board member appointed by the City Council at its pleasure, and nothing in the Code of Ethics and Conduct or these rules effects or diminishes such power nor vests such Commissioners or Board members with any additional rights.

3. 5 Implementation
The Code of Ethics and Conduct is intended to be self-enforcing and is an expression of the standards of conduct for members expected by the City. It therefore becomes most effective when members are thoroughly familiar with it and embrace its provisions.

For this reason, this document shall be included in the regular orientations for candidates for City Council, City Treasurer, City Clerk, applicants to Board, Committee and Commissions, and newly elected and appointed officials. Members entering office shall sign a statement ( example below) acknowledging they have read and understand the Code of Ethics and Conduct. In addition, the Code of Ethics and Conduct shall be periodically reviewed by the City Council, Boards, Committees and Commissions, and updated it as necessary.

I affirm that I have read and understand the City of St. Helena Code of Ethics and Conduct for Elected and Appointed Officials.

Signature
29 Date
Agenda Item #9.1.

Exhibit
Rosenberg' s Rules of Order:

Simple Parliamentary
Procedures for the 21 st Century
Agenda Item #9.1.

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Agenda Item #9.1.

Rosenberg' s Rules of Order:

Simple Parliamentary
Procedures for the 21st
1 he rules of procedure ac mectings
should be simple enough for most
peoplc co unJerscand. Unforcunamly,
chaz hasdc always becn che case. Virmally all clubs, associacions, hoards, councils and bodics follow a set of mles, Roberti Rrcler ofOrda, whieh arc cmbodied in a small but complex book.

Virtually no one 1 know has actually
rcad this book mver [o eover.

Worsc ycc, [ hc book was wriacn For
ano[ hcr cime and purposc. [ f you arc
running hc dricish Padiamenc, Robar'r
ReJu ofOrd r is a dandy and yuire uscful handbook. On thc othcr hand, if you ie mnning a meeting of a fivemember budy with a few members of the publie in attendanee, a simplified
version of dic rulcs of padiamcntary
procedure is in order, Hence, [ he birth
of" Rosenberg's Rules of Ordee"
This publicacion covca chc rulcs of
parliamcntary proceJurc bascd on my
20 years of experience chairing mectings
in state and loeal govcrnmcnt. "Chac
rules have becn simplified and slimmed
down For 21st eenmry meceings, yct
diey m[ ain che basie cenea oforder m
whic6 wc arc accmmmcd.

Roscnbcrg's Rulcs ofOrdcr" are supported by the follo ving four prineiple+

1. Rulu should establish order. Thc
first purpose of the rulcs of parliamenr.iry proccJurc is m cs[ ablish a framework for the orderly wnduct
of ineetings.

2. Rula should be cleae Simple rules
lead to widcr undcrs[ anding and
participation. Complcrz rulrs crcacc
nvo dasscs: thosc who unders[ and
and patticipatc and d osc who do
noc fully undcrscand and do noc
fully pattieipate.

3. Rules should be user-friendly. That
is, the rules must be simple enough
that citixens feel they have becn ahlc
m parcieipatc in the proccss.

4. Ruks should enForce the will oF
he majority while protecting the
rights oFthe minority. Thc ultimam
purpose of [he rules of procedure is
ro enwurege discussion anJ m facilitam Jeeision- making by the body. In a democrary, the majority rula. The
rulcs must enablc thc majority m
acprcss itsdf and Fashion a msult,
whilc permiccing chc minoriry ro also
cxpress i[ sclf (but no[ dominatc) and
fully par[ itipatc in thc pmccss.

The Chairperson Should Take a
Back Seat During Discussions
While all mcmbcrs oFthc govcrning
body should know and undcrstand thc
rulcs oFpadiamcn[ ary pmccJurc, it is
thc chairpercon ( chaid vho is chargcd
wi[ I applying thc rulcs of cunduct.

Thc c6air should bc wcll vcrscd in d ose
There are exceptions to the general rule of free
and open deUate on motions. The exceptions all
apply when there is a desire to move on.

Century
by Davr Rosenbcrg
rules, because the chair, for all incencs
and purpos s, makc•s thc final ruling on
thc rulcs. In fact, all decisions by [ hc
chair arc final unlcss ovcrrulcd by [hc
governing body iuelf.

Uecause che chair conduas che meecing,
i[ is wmmon courtcsy for [ he ehair to
ake a less ac[ ivc role than ather membcrs of chc body in debares and discussions. This Joes not mean that the chair should not participate in the debate or
discussion. On thc contrary, as a memher of thc hody, thc chair has full righ[ s m par[ icipa[ c in deha[ cs, discussions
and daision-making. Thc chair should,
howcvcG strivc ro bc chc la.a ro speak at
hc discussion and dcba[ c stagc, and
should nat makc or second a motion
unless he ur s6e is convinced that no
othcr membcr of thc body will do so.

The Basic Format for an
Agenda Item Discussion
Formal mcetings normally have a written,
published agenda; inFormal mcetinys
may havc only an oral or unJcrs[ ood
agenda. In cither ease, [ he mecting is
governed by the agcnda and [ he agenda
constimres chc bocly's agrecd- upon mad
map for [hc mccting. And cach agcnJa
i[ cm can bc handlcd by thc chair in thc
following basic furmat.

First, thc e6air should dearly announec
dic agcnda item number and should
dearly scare what thc subjea is. The
chair should [ hen announw thc fonnat
that will bc followed.

Second, following tha[ agenda format,
he ehair should invite the appropriate
people to report on thc itcm, induding
any mwmmcndation chcy migh[ havc.

The appropriace person may be chc
ehair, a member of ehe governing body,
www.cadtfes.org
Agenda Item #9.1.

Rorrnbrrg'r Rulrr ofOrdrr: Simplr PnrlianJrntnry Proadnre for tfie 21tt Cenn y a staff person, or a committce chair
chargcd with praviding information
about thc agcnda iccm.

Third, thc chair should ask mcmbcrs
of du body if [hcy have any reehnieal
qu xions for darificacion. Ac chis poinc,
membcrs of the governing body may uk
darifying qucvcions m chc pcople who
reportcd on thc irem, and [ hey should
he given timc to respond.

Fourth, the chair should invite public
commenrs or, if appropriate at a formal
meering, open the mceting to publie
input. If numerous members of [he publie indie m a drsire m spcak to the subjecr, thc chair may limic thc [ ime of eaeh publie speaker. Ac die conelusion of ehc
publie wmments, the chair should announce [ hat puhlic input hac eoncludcd or that the public hearing, as the case
may be, is closcd).

Fihh, the ehair should invite a motion
from thc govcrning body membcrs. Thc
chair should announcc [ hc namc of dic
mcmbcr who makcs [ hc mo[ ion.

Sizth, chc chair should demrminc iFany
member of chc body wishes [ a seeond
thc motion. Thc chair sl ould annoimcc
the name uF the memher whu scconds
thc motion. It is normally good practicc
for a motion ro rcyu rc a sccond bcforc
procecding with i[, ro cnsurc [ hat it is
noc just anc mcmbcr of thc bady who
is inmresmd in a parcicular approach.

However, a seeond is not an absulutc
rcquirement, and the ehair can proceed
with eonsiJcration and a votc on the
motion even when there is no seeond.

This is a mattcr Ick to thc disuction
of chc chair.
eventh, if che mo[ ion is made and seconded, chc ehair shauld make surc cvcryonc undcrs[anJs the motion. This is done in one of [hrec ways:

I. Thc chair can ask the makcr of [hc
motion tu rcpcac ir,

2. Thc chair can mpca[ thc motion; or

3. Thc ehair ean ask [ he sccrc[ ary
or che clerk of the body m repeat
tlie motion.
2 League of California Cities
Eighth, thc chair should now invire discussion of the motion by the members oF [ hc govcrning body. IF therc is no
desircd discussion or thc discussion hac
cndcd, thc chair should announce that
thc body will vom on thc motioa If
thcrc has bcen no discussion or a vcry
bricf discussion, the votc should procccd
immcdiatcly, and thcrc is no nccd ro mpc.nt thc motion. If thcrc has becn subscancial discussion, ic is normally beu ro makc surc cveryonc unders[ ands thc
mocion by mpra[ ing it.

Motions arc made in a simple nvo-stcp
proeess. Fint, the ehair reeognizes thc
membee Sewnd, the member makes a
motion 6y preecding the member's
dcsind approach with thc words: " I
mwc ..." A typic l motion migh[ bc:
1 movc that wc givc 10 days' notice in
thc fi mtt For all our mcetings."
The chair usually initiates [ he motion by:

I. Invicing [ he membea m make a
mo[ ion: "A motion at this time
would be in arder."
DeUate on policy is healthy; debate on personaliries
is not. The chair has the right to cttt off discussion
that is too personal, too loud or too crude.

Ninth, thc c6air takcs a votc. Simply
asking for thc " aycs" and chcn chc " nays"
is normally sutFcicnt. If mcmbcrs oF[ hc
body do nor vo c, thcn [ h y "absrain."
Unlcss [ he mles af the body provide
o[ hrnvise or unless a supervmajoriry is
rcquircd ( as delineared later in these
rules), a simple majoriry dcmnnincs
whet6er the motion passcs or is dcfcired.

Tenth, t6c chair should announcc the
nsult of thc vote and should announce
w6at action ( if any) thc body has taken.

In announcing the msulc, [ hc chair
should indicate the namcs oF the membcrs, if an}' who vo[ ed in tlic m'moriry on the motion. fhis announeement
might takc d e Following form " The
motion passcs by a vore of 3- 2, wi[I
Smith and Joncs disscnting. Wc have
pasxd thc motion nquiring 10 days'
nocice for all fumn mcctings uF this
govcrning body."
Motions in General
Motions am the vehides for decisionmaking. It is usually best to have a mooion beForc the governing hody prior ro discussing an agenda imm, ro 6clp everyone Foeus on the motiun before them.

Z. 5u csting a mocion m che members:

A mo[ ion would be in ordrr that wc
givc 10- days' notice in thc fumrc for
all our mectings."

3. Making thc motion.

As noteJ, t6e cliair has every righc as a
mcmbcr of thc body m make a mo[ ion,
but normally s6ould do so only if he or
shc wishc•s a mocion m bc made buc nu
o[ her mcmber seems willing ro do so.

The Three Basic Motions
Thrcc motions arc t6c most common:

The buic motion. Thc basic mo[ ion
is [ he onr that puts fonvard a decision for consideration. A basie motion migh[ be: " 1 move d at we creatc a five- membcr wmmittec to plan
and put on our annual fundreisee"

2. The motion ro amend. IFa mcmbcr
wan[ s m change a basic motion chat
is undcr discussion, hc or s6e would
move m amcnd it. A mocion m
amend might be: " 1 move that wc
amend the motion to havc a 10-
membcr eommitre " A motion to
amend takes the buic mo[ ion c6at is
bcForc [ he body and seeks ro ehangc
ic in somc way.

Agenda Item #9.1.

3. The substitute motion. If a mcmber
wants ro complctcly do away with
tlie basic motion under diswssion
and put a new motion bcforc thc
goveming body, he or she would
movc a substi[ u[ c mo[ ion " A subs[ imte motion might be: " I move a substimte mo[ ion [ haz wc eancel [ he annual fundraiser this ycar."
Motions m amend and substitute mocions am oftcm m fused. But thcy are quite dif%rent, and so is their effict,
if passed.

A motion to amend s Yks ro rc[ ain [ hc
bacie motion on the floor, but [ o modify
it in somc way.

A substimtc motion sceks m tlimw our
thc basic motion on [ hc flaor and subs[ im[ c a new and difTerent mation for it.

Thc dccision as ro whedmr a mution is
really a motion ro amend or a substimte
mo[ ion is IcFt ro thc chaic So that if a
mcmber makes what that membcr calls a
motion to amcnd, but thc chair dctcrmincs it is rcnlly a subscimre motion, [ hc chair's designation govcrns.

When Multiple Motions Are Befare
The Goveming Body
Up [ o [ hree motions may he on the floor
simultancously. Thc c6air may rcjcc[ a
fuurth motion until chc threc [ ha[ arc on
t6e floor have becn nsolvcd.

Whcn nvo or chrcc morions arc on [ hc
floor (af[cr motions and seeonds) a[
chc same [ ime, the frrrt votc should be
on thc lrut motion made. So, for example, assume the first motion is a basic motion ro havc a five- mcmbcr commictec to plan and pu on our annual fundraiser." During dic discussion of chis motion, a mcmbcr migh[ makc a second
mocion co " amcnd chc main mocion ro
havc a 10- member mmmittce, not a
fivrmembcr eort mitmc, ro plan and
put on our annual fundraisce" And perhaps, during that discussion, a mcmbcr makes yct a t6ird motion as a" substiture
motion tha[ wc no[ have an annual
fundraiser ehis ycar." The proper procedure would be as follaws.

Rorc iberg'r Rnla ofOnler: Simple Pnrlrnmenrary Prondnrefar the 21 t Cnunry First, [ he chair would deal with the
thrrA( the last) motion on thc floor, the
substimtc motion. Akcr discussion and
debate, a vote would be taken firs[ on
he third motion. If thc substimtc
motion pmtet, ic would bc a substimtc
for the huie morion and would eliminare it. The firs[ mo[ ion would be moot, as would chc semnd mocion ( whieh
sought m amcnd the firsc motion), and
the action on the agenda irem would bc
complete. No vote would be taken on
the first or seeond motions. On thc
o[ her hand, if the substitute motion ([ hc
third motion) fniled, thc chair would
proceed to consideration of [he second
now thc last) motion on [ he floor, thc
motion to amend.
f the substim[ e motion failed, the
ehair would then deal with the second
now thc last) motion on thc floor,
the mo[ ion to amend. The discussion
and debate would focus stricdy on the
amendmcnt ( should thc commic[ cc bc
fivc or 10 mcmbcrs). If thc mocion co
amend pnrxd, thc chair would now
muvc to considcr thc main mo[ ion ( the
firsc motion) as amrndrd. If the motion
ro amend faileJ, the chair would nuw
move co consiJer [ he main mution
hc first mo[ ion) in its original format,
not amcnded.

To Debate or Not to Debate
The basie rule of motions is that they
are subjcct ro discussion and dcba[ r.

Accordingly, basic mo[ ions, motions m
amend, and substimcc motions arc all
eligible, each in thcir mrn, for full discussion bcforc and by the body. Thc deba c e n eontinue as long as memhers
ofthc body wish m discuss an itcm, subjcct m[ hc dccision of the chair that it is timc m move on and takc action.

Therc are ezceptions ro the genenl rule
of free and open debare on mo[ ions. Thc
ezcepcions all apply whcn thcrc is a
desire of the body m movc on. Thc following motions aze not deba[ able ( that is, when thc following mo[ ions arc madr
and scronded, the chair must immediaccly call for a vote of the body without dcbate on the motion):

A motion to adjourn. This motion, if
passed, reyuires the body m immcdiatcly
adjoum ro its next rcgulady schcdulcd
mec[ ing.' Cliis motion requires a simplc
majority votc.

A motion to recus. This motion, if
passcJ, rcquires [ he bady m immediarely
takc a reass. Normally, [he chair dcter
mincs che Iengch of thc rccess, which
may range fmm a few minutcs m an
houe It requircs a simplc majoriry vo¢.

The challenge for anyone chairing a public meeting is to accommodate puUlic input in a timely and time-sensitive way, while maintaining steady
progress through the agenda items.

Third, hc chair would now deal with
chc firs[ mocion chaz was placed on thc
flooc The original mation would e¢ her
be in its original format (five- membcr
tommittee) or, if amended, would be in
its amended format ( 10• member committee). Md the qucstion on [ he floor for discussion and decision would 6e
whether a commi[[ ee should plan and
pu[ on the annual Fundreiser.

A motion ro fix the time to adjourn.

This mo[ ion, iFpassed, rcyuires the body
co adjourn the meeting at the speeifie
cime set in che mation. For example, thc
motion might be: " 1 move we adjourn
this meeting at midnighc." It requires a
simple majoriry vo e.

A motion [ o table. This motion, if
passed, requires discussion of the agenda
irem ro be halred and the agenda i[ em ro
www.cacities.org j
Agenda Item #9.1.

Romiberg'r Rnler nfOrder: Simple Pndimm unry Prored nfor the 2l.ct Cnunry be plaud on " hold " Thc motion may
mntain a specific [ imc in which thc
itcm c n comc back m thc bady: " 1 movc wc tablc [ his itcm imcil our regular meeting in Ocmber." Or the mo[ ion may con[ ain no specifie time for the
rcmm of [hc irem, in which casc a
ma[ ion [ o t:Jce the item off tlie tablc
and bring it back ro the body will havc
to be taken at a fumre mecting. A
motion ro table an ircm ( or m bring it
back ro thc body) requircs a simplc
majoriry vo[ c.

A modon ro limit debate. The mosc
mmmon Form oFchis mocion is m say:
movc chc prcvious qucsciod' or " I
move the quescion" or " 1 call for che
quation." When a member of the body
makes such a motion, the member is
rcally saying: " Pve had enough debate.

Let's get on with t6e vote." When such
a motion is made, che chair should ask
for a semnd to chc motion, smp dcbatc,
and vom on [ he mocion m limi[ deba[ c.

The mocion to limic debace requircs a
nvo-thircls vute of the hody. Note that a
motion to limit debare wuld incluJe a
timc limit. For examplc: " I move we
limit de6ate on t6is agenda imm ro
15 minutcs." Even in this format, thc
he mocion fails. If one member is absenc and chc vocc is 3- 3, chc mocion still fails.

All motions rcquire a simplc majoriry,
but there are a few exceptions. The
exceptions occur when the body is
taking an action [ hat efFeaively cuts
off thc ability of a minority of thc body
to takc an action or diseuss an item.

Thesc eztraordinary motions nquire a
nvo- thirds majority (a super- majority)
m pass:

Motion to limit debate. Whether a
memher says, " 1 move the prcvious
qucstion," " 1 move thc yuestion," " I
call For che yuescion" or " 1 mave ro limi[
debatt; it all amouna to an attempt tu
cut off the abiliry of thc minoriry m discuss an itrm, and it nquins a two-thinls VO[ L'[ U P855.

Motion to close nominations. Whcn
choosing ofiiccrs of chc body, such as chc
chaie nominacions are in order eicher
fmm a nominacing eommittce or from
the floor of [hc body. A motion ro closc
nominations effeetively euts off t6e right
of t6e minoriry tu nominatc officcrs,
and it requires a nvo- thireic vore
m pass.

If you are running the British Parliament,
Robert' s Rules of Order is a dandy and quite
usefizl handbook.
motion ro limit debate reyuims a twot6inis votc of t6c body. A similar motion is a raotiar ro objtrt m rauidrrntiau of?m rtnn. This motion is not dcbatablc,
and if passcd, prccludu [ hc hody from
even considrring an irem on the agenda.

It also requires a nvo-thinls vo[ e.

Majority and Super-Majority Votes
In a dcmocrecy, decisions arc madr with
a simple majoriry vote. A cie va[ e means
thc motion fails. So in a seven- member
body, a vom of 43 passes the motion. A
votc of 3- 3 vith onc absttntion means
4 LeagueofCaliforniaCities
Motion to objett to the considention
oE a quution. Normally, such a motion
is unneeessary, heeause the objeetionahle
item ean be tabled or defcated straight
up. Howevcr, whcn mcmbcrs of a body
do not cvcn want an i[ cm on thc agcnda
m bc eonsidend, thcn such a mo[ ion
is in orJee It is not debatablq and it
rcyuires a nvo- thinls vote ro pass.

Motion to suspend the rul s. This
mation is debatable, but requires a nvohirds vom ro pacs. If che body has its own rules ofordcr, conduct or proccdurc, [ his motion allows thc body ta suspend the rules for a particular purpose.

For example, the body (a private dub)
miglit have a rule prohibiting the attendance at meetings by nomelub members. A motion ro suspend thc rules would 6e in ordcr to allow a non- club
member o attend a mceting of [he elub
on a par[ icular dacc or on a par[ icular
agcnda i[ cm.

The Mofion to Reconsider
T6ere is a speeial and unique motion
that rcquins a bit oFexplanation all by
itself the motion to reconsidcr. A tenet
of parliamencary proudurc is finaliry.

Afccr vigorous discussion, debare and
a votc, chcrc musc be somc dosure m
chc issuc. Md so, aFcer a voce is caken,
the matter is deemed closed, subject
only ro reopening if a proper motiun
to rewnsidcr is maJc.

A motion m reconsiJer requires a
majority vure to pass, but therc arc
nvo spccial rulcs tliaz apply only m
che mocion m rceonsidrr.

Firsc is chc maacr of ciming. A mocion
m rcconsider mus[ be made at che meecing wherc the item was first voted upon or at t6c very next mceting of the body.

A motion ro rcconsider madc at a larer
time is untimcly. (Thc body, howcvcr,
can always votc ro suspcnd thc rul s
and, by a nvo- chirds majoriry, allaw a
mo[ ion m reconsider ro be made ac
anothcrtimeJ
Second, a motion ro rcconsider may he
made only by eertain members of thc
body. Acconlingly, a motion m rrconsidcr may bc madc only by a membcr who vorcd in the sinjorrty on [ hc original motion. If such a mcmbcr has a change of hcart, he or she may make thc
motiom m mnsider (any other member oFthe body may second the motion).

If a member who voted in the minority
sceks m make thc mocion ro rceonsider,
i[ must bc rtded auc of onlee Thc purposc of [his rulc is finaliry. If a mcmber of thc minoriry could makc a macion m
reconsider, then the item could be
brought back to the body again and
again, which wouW defeat the purpose
of finaliry.

Agenda Item #9.1.

If che mocion m reeonsidcr passes, chen
the original matter is back beFom the
body, and a new original motion is in
mdee The matmr may be discussed and
Jcbamd as if it were on the floor for thc
fiat timc.

Courtesy and Decorum
The rules ofordrr arc meant ro creatc
an atmuspherc w6ere the members of
the body and the members of the public
can aarnd ro business eFficiendy, fairly
and with Full participation. And at thc
samc timc, it is up m thc chair and die
mcmbcrs of dic body m main[ ain common courresy and dccorum. Unless chc sening is very inFormal, ir is ahvays besc
for only one person at a time to have
thc floor, and it is always hest for vcry
Raiufbrrg't Rnla ofOrder: Simple Parlrnmentnry Prorrdenrfnr the 21tt Crnrnry It is usually best to have a motion before the governing body prior to discussing an agenda item, to help eveiyone focus.
lege rclate ro anything that would intcrfcrc with the normal comfort of thc meeting. For example, the room may
bc mo hot or roa cold, or a b owing
fan might intcrfcrc vit6 a perso is
ability to hear.

Ordee The proper incermpcion wauld
be: " Point ofortler." A ain, thc chair
would ask the interrupmr ro" stare your
point " Appropriate points of mder
Motions to amend and substitute motions are
often confused. But they are quite different, and
so is their effect, ifpassed.
speaker ro be first mcognized by the
chair beforc proceeding m speak.

Thc chair should always ensure [ hat
debace and discussion oFan agenda itcm
focus on [ he i[ em and the policy in quescion, no[ on [ he personalities of the members of the 6ody. Debate on poliry
is healthy; debate on personalitics is not.
rhe ehair has the right ro cut off discussion that is too personal, too loud or too erude.

Debam and discussion should be focused, buc fine and open. In the inrerest of time, the chair may, however, limit
he time allot[ ed to speakers, including
members of the body. Can a membcr of
the body interrupt the spcaked Thc
general rule is no. Therc are, howcvcr,
exceptions. A speaker may be in[ errupoed For the following rcasons:

Privilege. The proper inmrruption
would be: " Point af privilege." The chair
would then ask the intermpmr to " stam
your poinc." Appropriate points of privirclare ro anyching cha[ would not be considered appropria[ e conduct of the
mee[ ing; for example, if [he chair moved
on m a vore on a mo[ ion tha[ permits
debam without allowing that discussion
or debate.

Appeal. If the chair makcs a ruling cha[
a member of the body disagrees wi[ h,
that member may appeal che ruling of
che chaic ff[ he motion is seconded and
aFter debate, if ic passes by a simple
majoriry vom, then the ruling of the
chair is deemed reversed.

Call for orders oF t6e day. This is simply anocher way of saying, " Let's mmrn to the agcnda." Ifa member believes tha[
the body has drif[ed From the agrcedupon agenda, such a call may be made. k does no[ requirc a vote, and when the
ehair discovea that the agcnda has not
been followed, the chair simply remincls
the body ro rcmm ro the agenda irem
properly befom chem. If che chair fails
ro do so, [ he chair's decermination may
bc appcalcd.
thdraw a motion. During dcbacc
and discussion of a motion, the makcr
of the motion on thc floor, at any timc,
may interrupt a spcakcr to withdraw
his on c r motion from [ he floor. Thc
motion is immedia[ cly deemed withdrawn, although thc thair may ask [ he person who umnded [he mo[ ian if
he or she wishes m make the motion,
and any o[ her member may make the
mocian if propedy reeogniud.

Special Notes About Public Input
Thc rulcs oudincd hcrc hclp makc m coings very publio-fricndly. But in addiion, and par[ icularly For thc chair, it is wise ro rcmember threc special rules [ hat
apply to each agenda item:

Rule Onr. Till thc public wha[ thc body
will bc doing.

Rule Two: Kcep the public informed
whilc [hc body is doing it.

Rule Thrce: When the baly has actcd,
tcll the public what the body did.

Puhlie input is essential m a hcalthy
dcmocracy; and community participation in publie meccings is an impartant cicmcn[ of thaz inpuc. The challenge For
anyane chairing a publie meeting is to
aecommodate publie input in a timcly
and timo-sensitivc way, whilc maintaining stcady prognss t6rough [ hc agcnda items. The rules pnsen[ ed herc For eondueting a mecting arc affircd u[ ools for cffcetivc leadcrship and as a mcans of
devcluping sound publie poliey. - ,
www.caciNes.org 5
Agenda Item #9.1.

SKU 1533

55. 00
To order addiHonal copias of thk
publicatlon, call (916) 658 8257 or
VISh WWW.GC{I @S. OIBISWlB.
2003 League of Calikmia Citles
PJI rights reserved
LEAGUE "°°"g`"°`
SaerameMo, CA 95814
OF CALIFORNIA ( 918) 858A200
1 1 1 Fvnvweaakka org
77upwbGtutronupnnad
ex m7ddpapn
Agenda Item #9.1.

City of Napa
Agenda Item #9.1.

Town of Yountville
Agenda Item #9.1.

City of Napa Calistoga Yountville Sonoma American Canyon The City of Napa has three alternative
appointment processes.

1. The City Council may waive
the interviews and make an
appointment at a noticed
meeting.

2. The City Council appoints two
Council members to a
nomination committee that
make the recommendation to
the City Council and the
recommendations are
approved by the majority of
the Council.

3. Full City Council interview
process and ballot votes. The
applicant with the greatest
votes is appointed and
approved by the majority of
the Council.

The City of
Calistoga is
currently working
with a consultant
to draft Council
rules of procedure
for Council
consideration at a
later date. The
past practice has
been the Mayor
makes the
nomination with
majority of
Council approval.

The City of St. Helena
modeled their
nomination process
after Yountville’s.

The difference is any
member of the
Yountville Council can
make the nomination.

The City of Sonoma
has many Boards,
Committees and
Commissions and
the nomination
process varies
allowing a Council
Member or the
Mayor to make the
nomination
depending upon
the body in
question.

Any member of the
Council can make the
nomination with majority
of Council approval.

Agenda Item #9.1.

Report to the City Council
Regular City Council - 14 Jun 2022
Agenda Section: NEW BUSINESS
Subject: Consideration and proposed approval of: A Resolution Appointing Anil Comelo as City Manager and Approving the Employment Agreement Between the City of St. Helena and Anil Comelo; and Approval of a Resolution Duly Adopting and Approving a Publicly Available Pay Schedule for
Executive Management - Departments Heads which Includes a Revised Salary Schedule for the City Manager
Classification effective July 26, 2022.

CEQA
Determination:

Not a CEQA project
Prepared By: James C. McCann, Interim City Manager
Reviewed By: April Mitts, Administrative Services Director Approved By: James C. McCann, Interim City Manager

BACKGROUND
Mark Prestwich served as City manager for the City of St. Helena from August 2017 until February 2022. Mr. Prestwich resigned his position in order to become the City Manager for the City of Palos Verdes Estates. The City Council retained Bob Murray & Associates a highly regarded municipal based executive search firm to perform the recruitment for a successor to Mr. Prestwich. The Council also retained me (pursuant to Resolution 2022-13-1) to provide interim City Manager services during the transitional period until a new Manager is in place.

The search effort by Bob Murray &Associates attracted 32 applicants from around the country. The initial group was screened down to a group of eight most qualified candidates; this group was interviewed by the City Council. Three candidates were invited to a subsequent interview by the Council and by the executive staff. Mr. Anil Comelo is the City Council’s preferred candidate following this intensive process.

Agenda Item #10.1.

Mr. Comelo is a seasoned professional veteran with more than 25 years of public service in numerous Bay Area communities with significant hands-on experience in budgeting and financial management, organizational development and strategics planning. He brings a strong foundation in human resources management and community engagement and communications.

Anil has served as the Interim Deputy City Manager for the City of Richmond since September of 2020. In the roughly twenty years prior to his work in Richmond Mr.

Comelo served as a Deputy Administrative Officer, Director of Human Resources, Personnel Manager, Administrative Services Officer and Project Manager for six different public agencies.

DISCUSSION
The City Attorney has developed an Employment Agreement similar to that utilized with Mr. Prestwich. Mr. Comelo will receive an initial annual base salary of $235,072. He will receive a monthly vehicle allowance of $500 and contribution to deferred compensation of $10,000 annually. Additionally, the City will provide a $250,000 life insurance policy and a one-time relocation and interim housing assistance of $20,000. The Employment Agreement has a three-year term and requires annual performance evaluations. Upon approval of the Agreement, Mr. Comelo expects to begin his work in St. Helena on July 26, 2022. Other terms and benefits are similar to and consistent with those provided to City Executive and Management employees.

FISCAL IMPACT
The costs associated with the Employment Agreement will be included and fully budgeted in the coming 2022/2023 FY Budget.

RECOMMENDED ACTION
Adopt the Resolution and authorize the Mayor to execute the Employment Agreement.

It is also recommended that the City Council adopt a separate Resolution authorizing an amended City of St. Helena Salary Schedule reflecting the update salary level for City Manager.

ATTACHMENTS
Attachment 1 - St. Helena - City Manager Employment Agreement (Camelo)-c1 Attachment 2 - City Manager Appointment Resolution
Attachment 3 - Resolution Executive Management - Department Heads I Salary Schedule Update
Agenda Item #10.1.

83578.00009\40122324.6
- 1 -

CITY MANAGER EMPLOYMENT AGREEMENT
THIS AGREEMENT is between the City of St. Helena, a municipal corporation (the “City”) and Anil A. Comelo (“Employee”). It is effective as of July 26, 2022 (the “Effective Date”). City and Employee are sometimes referred to in this Agreement as “Party” and collectively as “Parties.”
This Agreement is entered into on the basis of the following facts, among others:

A. The City Council of the City desires to appoint Employee as the City Manager of the City, and Employee desires to accept this appointment.

B. The City and Employee desire to establish specific terms and conditions relating to compensation and benefits, performance evaluations, and related matters.

BASED UPON THE FOREGOING, THE CITY AND EMPLOYEE AGREE AS FOLLOWS:

1. Term. The terms of this Agreement shall become effective on July 26, 2022, and shall remain in full force and effect until July 26, 2025, unless terminated earlier by the City of the Employee as provided in Section 7 of this Agreement.

2. Duties and Authority.
(a) City agrees to employ Employee as City Manager of City, to be the chief executive officer of City, to perform the functions and duties specified in St. Helena Municipal Code Chapter 2.12, and to perform any other legally permissible and professionally appropriate duties and functions as the Council may assign from time to time. (b) Employee shall perform Employee’s obligations and
responsibilities diligently within the time parameters specified by the City Council, applying a high degree of professionalism, ethics, integrity and good workmanship to every aspect of Employee’s obligations. The Manager agrees to follow the Code of Ethics of the International City/County Management Association (ICMA), unless otherwise inconsistent with law, and the ethics rules, regulations, and laws of the State of California. The ICMA Code of Ethics can be found on the ICMA website, www.icma.org.
(c) Employee shall administer and enforce policies established by the City Council and promulgate rules and regulations as necessary to implement such policies. To accomplish this, the Manager shall be required to:
(i) Attend all meetings of the City Council, unless excused by the Mayor.

Agenda Item #10.1.

83578.00009\40122324.6
- 2 -
(ii) Review all agenda documents before preparing the agenda for all regular or special meetings of the City Council. (iii) Direct the work of all appointive City officers and departments.
(iv) Endeavor to implement changes that the Manager believes will result in greater efficiency, economy, or improved public service in the administration of City affairs. This includes modernizing City services and employing a community-centered approach to service design.
(v) From time to time, recommend to the City Council adoption of such measures as the Manager may deem necessary or expedient for the health, safety, or welfare of the community, or for the improvement of administrative services. The Manager shall conduct research in administrative practices in order to bring about greater efficiency and economy in City government, and develop and recommend to the City Council long-range plans to improve City operations and prepare for future City growth and development. (vi) From time to time, and based on the Manager's best judgment, propose to the City Council the consolidation or combination of offices, positions, departments, or units under the Manager's jurisdiction. The Manager may be the head of one or more City departments.
(vii) Provide management training and develop leadership qualities among department heads and staff as necessary to build a City management team that can plan for and meet future challenges.
(viii) Exercise control of City government in emergencies as authorized by the Municipal code and California law.
(d) The City Council recognizes that to meet the challenges facing the City it must spend time each year outside of the regular City Council meetings to work with the City Manager and staff on setting goals and priorities for the City government, and to work on any issues that in Council’s view may prevent optimal achievement of City goals. (e) The City Manager is an exempt employee and is expected to engage in those hours of work that are necessary to fulfill the obligations of the City Manager’s position.

Employee does not have set hours of work, as the City Manager is expected to be available at all times, other than when on vacation. It is recognized that Employee must devote a great deal of time to the business of the City outside of the City’s customary office hours, and to that end Employee’s schedule of work each day and week shall vary in accordance with the work required to be performed and in accordance with any specific direction provided by the City Council.

3. City Goal Setting. The City Council recognizes that to meet the challenges facing the City it must exercise decisive policy leadership. As one step in carrying out this leadership responsibility, the City Council commits to spending time each year outside of regular Agenda Item #10.1.

83578.00009\40122324.6
- 3 -
City Council meetings to work with the Employee and City staff on setting goals and priorities for the City government, which are aligned with the city’s vision and mission statements, and to work on issues that may be inhibiting the maximal achievement of City goals.

4. Compensation
(a) For the services to be provided pursuant to this Agreement, City agrees to pay an annual base salary of $235,072 (“Base Salary”), payable in installments at the same time as other management employees of the City and in accordance with law and established City procedure.
(b) Thereafter, Employee’s Base Salary shall be reviewed annually by City for consideration of increase, provided, however, that unless otherwise agreed to by both Employee and Council, Employee shall automatically receive any cost of living or other salary increases provided to all department head level City employees. (c) In the Council’s discretion, Employee may be awarded a subjective performance-based bonus payment of up to $10,000 in accordance with the provisions and requirements of Section 8.

5. Benefits
(a) General Benefits. Except as modified by this Agreement, Employee shall be entitled to the following benefits authorized by the Council for Department Heads as set forth in the following sections of the Unrepresented Compensation Program:
 Section 4 (Retirement Benefits)
 Section 5 (Insurance Benefits),
 Section 6 (Holidays), as modified by Section (c)(3) below,  Section 7.2 (Vacation Accrual) as modified by Section (c)(1) below,  Section 7.3 (Vacation Usage),
 Section 8 (Executive Leave), as modified by Section (c)(2) below,  Section 9 (Other Leaves of Absence),
 Section 11.3 (Health Club Membership),
 Section 11.4 (Sick Leave Payout), and
 Section 11.5 (St. Helena Charity Based Events).
(b) Vehicle Allowance. Employee shall receive a vehicle allowance of $500 per month.
(c) Leave.
(i) Vacation: Effective July 26, 2022, Employee shall receive 80 hours of vacation leave as an advance on the usual accrual of vacation leave. Employee shall Agenda Item #10.1.

83578.00009\40122324.6
- 4 -
accrue vacation at a rate of 160 hours (20 days) per fiscal year. The maximum vacation accrual is 240 hours, and no additional vacation leave shall be earned in any year above the 280 hour cap.

The provisions of Sections 7.2 and 7.3 of the Unrepresented Compensation Program apply to Employee’s use of vacation, except the vacation accrual cap for Employee shall be as stated in this Section 4(c)(1).
(ii) Executive Leave: Employee shall be credited with 40 hours (5 days) of Executive leave on January 1, of each year as required by Section 8 of the Unrepresented compensation Resolution, on July 26, 2022 Employee shall be credited with 80 hours of Executive Leave. This amount may not be carried over into the 2023 calendar year.

With this exception all other requirements of Section 8 of the Unrepresented Compensation Resolution shall apply to Employee’s Executive Leave.
(iii) Sick Leave: Effective July 26, 2022, Employee shall receive 80 hours of sick leave as an advance on the usual accrual of sick leave. Employee will accrue and may use sick leave and other leaves of absence in the same manner and under the same limitations provided to an imposed upon Department Heads under Section 9 of the Unrepresented Compensation Program.
(d) Deferred Compensation. During the term of this Agreement, Employee will be eligible for a 457 plan or other deferred compensation plan as offered by the City. Subject to any limitations imposed by law or the City’s deferred compensation plan, City will contribute $10,000 annually to the City’s deferred compensation plan on behalf of Employee, deposited in equal installments consistent with City’s pay periods. Employee is responsible to ensure that Employee’s contribution and the City’s contribution meet Internal Revenue Code governing deferred compensation program requirements. (e) General Business Expenses
(i) City recognizes that certain general expenses, including dues, subscriptions, travel and subsistence expenses are reasonably incurred by Employee in the performance of job-related activities , functions, meetings, professional development, and professional conferences such as the annual International City/County Management Association (ICMA) and League of California Cities. City agrees to budget and pay for such general expenses incurred for job-related activities as necessary for full participation in national, state or local professional associations such as ICMA and the California City Management Foundation. (ii) City agrees to budget and pay for expenses related to educational courses, short courses, seminars, and institutes that will benefit the City and improve Employee’s professional abilities.
(iii) City shall reimburse Employee for membership and
participation in any community or civic organizations in which the City requires or encourages Employee to participate.

Agenda Item #10.1.

83578.00009\40122324.6
- 5 -
(iv) City shall reimburse Employee for expenses and travel as required by Municipal Code Section 2.12.050.
(f) CalPERS Retirement.
(i) CalPERS Benefits. Employee shall receive retirement benefits from, and make contributions to CalPERS as required by law and Section 4 of the Unrepresented Compensation Program. City makes no promises regarding any particular level of CalPERS pension benefits to which Employee may be entitled based on Employee’s employment with the City.
(ii) Cost Sharing. Employee shall be subject to the provisions of the miscellaneous member pension cost sharing requirements under the Unrepresented Compensation Program and related CalPERS contract for miscellaneous employees. These provisions are subject to future amendment pursuant to law and applicable City procedures. As of the effective date of this Agreement, these provisions require the Employee to contribute an additional 1% of Employee’s compensation earnable toward the City’s required pension contribution amount, in addition to the CalPERS required employee contribution amount. (g) Life Insurance. The City agrees to pay for a term life insurance policy in the face amount of Two Hundred Fifty Thousand Dollars ($250,000.00) on Manager’s life with a carrier selected by the City. Manager shall designate the beneficiaries of the policy.

Manager shall also be entitled to participate in any group life or disability insurance programs approved by the City Council for all employees.
(h) Housing Allowance. In the interest of having Employee relocate to housing closer to the City, Employee will be credited a one-time taxable housing allowance $20,000 to be paid to Employee within thirty (30) days following the Effective Date.

6. At-Will Status. Employee understands and acknowledges that Employee understands and agrees that Employee has no constitutionally-protected property or other interest in Employee’s employment as City Manager. Employee further understands and acknowledges that Employee is an at-will employee of the City and, therefore, may be terminated by the City Council with or without cause and with or without advance notice.

7. Separation
(a) Resignation. Employee may resign at any time and agrees to give City a minimum of thirty (30) days advance written notice of the effective date of the resignation, unless the parties otherwise agree in writing. (b) Retirement. Notwithstanding the notice requirement set forth in Section 7(a), if Employee retires from full time public service with City, Employee shall provide City with a minimum of four months’ advance notice. The Employee’s actual retirement date will be mutually established.

Agenda Item #10.1.

83578.00009\40122324.6
- 6 -
(c) Termination. For purposes of this Agreement, termination shall occur when:
(i) The Term of the Agreement as set forth in Section 1 ends. (ii) The majority of the City Council votes to terminate Employee at a properly noticed and duly authorized meeting. This subsection is subjection to the limitations set forth in Municipal Code Section 2.12.040. (iii) If the City reduces the base salary, compensation, or any other significant financial benefit of the Employee by a greater percentage than the average reduction of all department heads, the Employee shall have the right to declare such action(s) a termination.
(iv) If the City, citizens or the State legislature substantially changes the form of government, the Employee shall have the right to declare that such amendments constitute termination.
(v) If the Employee resigns following an offer to accept resignation by the City as representative of the majority of the City Council that the Employee resign, then the Employee shall have the right to declare such offer a termination as of the date of the offer.
(vi) The City terminates this Agreement for cause.

8. Severance
(a) If the Employee is terminated without cause according to Section 7(c) (ii), (iii), (iv), or (v) above, then Employer shall provide a severance equal to Employee’s then current monthly base salary times the lesser of the number of months remaining on the contract, or the following amounts, whichever is less, depending on the timing of the termination:
 If termination occurs within the first year of employment, nine (9) months;
 If termination occurs within the second year of employment, eight (8) months;
 If termination occurs within the third year of employment, seven (7) months;
 If termination occurs in any year after the third year of employment, six (6) months.
(b) The severance pay provisions of Section 8(a) are subject to and shall be interpreted to comply with the limitations set forth in Government Code Section 53260.

Any severance shall be paid in a lump sum or in equal amounts distributed over the usual pay schedule, at the Employee's option. An election to receive severance pay distributed over the Agenda Item #10.1.

83578.00009\40122324.6
- 7 -
usual pay schedule does not extend the period of employment beyond the City-established termination date.
(c) If Employee is unable to perform the requisite duties expected under this Agreement because of sickness, accident, mental incapacity, or health with reasonable accommodation, for a period of one month following exhaustion of accumulated sick leave then, the City shall have the option to terminate this Agreement and, notwithstanding the provisions of Section 7(a) above, the Employee shall not be entitled to severance. If Employee is terminated because of permanent disability, Employee shall be compensated in a lump sum for any accrued vacation or other benefits to the extent such compensation is required by law. (d) Notwithstanding Section 8(a), above, the City shall not be obligated to pay any compensation, benefits, or severance under the provisions of this Agreement if Manager is terminated for cause, including, without limitation, because of a criminal conviction, criminal plea bargain, or adverse State Attorney General, Grand Jury, or Fair Political Practices Commission determination involving any felony, intentional tort, crime of moral turpitude, or violation of statute or law constituting forfeiture of office misconduct in office, misuse of public funds, or conflict of interest.

During the proceedings which may be necessary for City to confirm the cause for termination hereunder, the City may place Manager on paid administrative leave. (e) If Employee's termination from City employment is the result of the expiration and/or non-renewal of the term of this Agreement, Employee shall not be entitled to severance pay under Section 8(a) of this Agreement, but shall receive any termination benefits and payments required by law.
(f) Pursuant to Government Code Section 53243.4, all of the following requirements apply:
(i) If this Agreement is terminated, any cash settlement related to the termination that Employee may receive from the City shall be fully reimbursed to the City if Employee is convicted of a crime involving an abuse of Employee’s office or position as defined by Government Code Section 53243.4.
(ii) If any express or implied provision of this Agreement, the Municipal Code of the City, or any policy or practice of the City provide paid leave salary to Employee pending an investigation, this paid leave salary shall be full reimbursed by Employee to the City if Employee is convicted of a crime involving an abuse of Employee’s office or position as defined by Government Code Section 53243.4.
(iii) If any express or implied provisions of this Agreement, the Municipal Code of the City, or any policy or practice of the City provide for payment of funds for the legal criminal defense of Employee, the funds paid for Employee’s legal defense shall be fully reimbursed by Employee to the City if Employee is convicted of a crime involving an abuse of Employee’s office or position as defined by Government Code Section 53243.4.

9. Performance Evaluations.

Agenda Item #10.1.

83578.00009\40122324.6
- 8 -
(a) The Council shall review and evaluate the performance of Employee, including eligibility for any discretionary, performance-based increase, at least once annually, ideally by the end of May of each year following Employee's commencement of employment. The Council may evaluate Employee or provide performance feedback and direction more frequently in the discretion of the Council. (b) The City Council and Employee shall annually develop mutually agreed upon written performance goals and criteria which the City Council shall use in reviewing Employee's performance in the following year.
(c) As part of the annual performance evaluation process, the City Council shall conduct an initial session where the City Council and Employee meet first to discuss goals and objectives of both the past twelve (12) month performance period as well as the upcoming twelve (12) month performance period. Following that initial discussion, Council will prepare a written evaluation .of Employee based on the goals and objectives for the past and upcoming year. Council shall utilize the form attached hereto as Exhibit A in preparing the written evaluation, or such other form as is mutually agreed to between Council and Employee prior to commencement of the evaluation process. Following completion of the written evaluation, City Council will meet and discuss the written evaluation with Employee, and present a written summary of the evaluation results to Employee. (d) Employee shall be eligible for a performance bonus of up to $10,000 based on the Council's discretionary determination that Employee has significantly exceeded the mutually established and quantifiable objectives established as set forth in the previous year’s established written performance goals. Payment of this bonus in any year is at the sole discretion of the City Council.

10. Hours of Work. The Employee shall perform all duties that may arise under this Agreement to the best of Employee’s ability in accordance with the highest professional and ethical standards of the profession, including that Employee shall devote full time and attention to those duties as necessary to meet the goals and objectives of the Council as established according to the terms of this Agreement. Employee is an exempt employee under the federal Fair Labor Standards Act.

11. Outside Activities. Employee shall not engage in compensated teaching, consulting, or other non-City business without the prior approval of the Council. Such outside activities shall not interfere with the performance of Employee's duties under this Agreement.

12. Conflict of Interest. Employee shall be subject to the conflict of interest provisions of the California Government Code and any conflict of interest code applicable to Employee’s employment as City Manager. Employee is responsible for submitting to the City Clerk the appropriate Conflict of Interest Statements at the time of appointment, annually thereafter, and at the time of separation from the position.

13. Indemnification. To the extent required by the California Government Claims Act (Government Code Section 810, et seq.) and subject to the Parties’ rights and Agenda Item #10.1.

83578.00009\40122324.6
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responsibilities under that Act, City shall defend, save harmless, and indemnify Employee against any tort, professional liability claim or demand, or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Employee's duties as City Manager. City has the discretion to determine whether to compromise and settle any such claim or suit and pay the amount of any settlement or judgment rendered thereon. Said indemnification shall extend beyond termination of employment, and the otherwise expiration of this Agreement, to provide full and complete protection to Employee as described herein, for any acts undertaken or committed in Employee’s capacity as City Manager, regardless of whether the notice of filing of a lawsuit for such tort, claim, demand, or other action occurs during or following Employee's employment with City as City Manager. The indemnification provisions of this Agreement shall not extend to any judgment for damages arising out of any willful wrongdoing or acts performed outside of the normal course and scope of Employee's employment as City Manager.

14. General Provisions.
(a) Notices. Any notice to be given by either party to the other shall be in writing and shall be considered delivered when transmitted either by personal delivery or by mail, registered or certified, postage pre-paid with return receipt requested and properly addressed as follows:

To City:

Mayor and City Council Members of the City of St. Helena 1572 Railroad Avenue
St. Helena, CA 94574
To Employee:

Anil A. Comelo
Address on file with the HR Department
Either party may change its/his address for purposes of this section by giving the other party written notice of the new address in the manner set forth above. (b) Waiver. The waiver of any breach of any provision hereunder by either party to this Agreement shall not be deemed to be a waiver of any other provision or subsequent breach hereunder, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. (c) Construction of Terms. The language of all parts of this Agreement shall be construed according to their plain meaning and shall not be construed for or against either party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any amendment or exhibits hereto.

Agenda Item #10.1.

83578.00009\40122324.6
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(d) Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be unenforceable, void, or invalid in whole or in part for any reason, the remainder of this Agreement shall remain in full force and effect. In the event of such entire or partial invalidity, the parties hereto agree to enter into supplemental or other agreements to effectuate the intent of the parties and the purpose of this Agreement.
(e) Controlling Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California with venue proper only in the County of Napa, State of California.
(f) Entire Agreement. This Agreement constitutes the entire Agreement between the parties pertaining to the employment of Employee by City and supersedes all prior and contemporaneous agreements, representations, promises, and understanding of the parties whether oral or in writing. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all parties and this Agreement may not be altered, amended, or modified by any other means. Each party waives any future right to claim, contend, or assert that this Agreement was modified, canceled, superseded, or changed by any oral agreement course of conduct, waiver, or estoppel. [Signatures on following page]
Agenda Item #10.1.

83578.00009\40122324.6
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Dated: CITY OF ST. HELENA
By
Geoff Ellsworth, Mayor
Dated: EMPLOYEE
Anil A. Comelo
Attest:

Cindy Tzafopoulos,
City Clerk
Approved as to Form:

Ethan Walsh
City Attorney
Agenda Item #10.1.

83578.00009\40122324.6
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EXHIBIT A

CITY MANAGER EVALUATION FORM
[Inserted behind this cover page]
Agenda Item #10.1.

Agenda Item #10.1.

Agenda Item #10.1.

Agenda Item #10.1.

Agenda Item #10.1.

Agenda Item #10.1.

Agenda Item #10.1.

CITY OF ST. HELENA
RESOLUTION NO. 2022-
Authorizing appointment of Anil Comelo as City Manager and approval of an Employment Agreement between the City of St.

Helena and Anil Comelo.

RECITALS
A. The City requires the services of a person with proven executive and administrative qualification to fill the position of City Manager; and B. The City Council finds that this position requires specialized skills; and C. The City, acting by and through its City Council, desires to employ the services of Anil Comelo as City Manager.

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

1. Authorizes the execution of the agreement, attached as Exhibit “a”, between Anil Comelo and the City of St. Helena for City Manager services and appoints Anil Comelo as the City Manager.

I HEREBY CERTIFY that this Resolution was adopted at a regular meeting of the City Council held on June 14, 2022 by the following roll call vote:

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

APPROVED: ATTEST:
________________________ ________________________
Geoff Ellsworth, Mayor Cindy Tzafopoulos, City Clerk
Agenda Item #10.1.

CITY OF ST. HELENA
RESOLUTION NO. 2022-__
Duly adopting and approving publicly available pay schedule for Executive Management – Department Heads in accordance with the requirement of California Code of Regulations, Title 2, Section 570.5, which includes a revised salary schedule for the City Manager classification.

RECITALS
A. The City of St. Helena contracts with the California Public Employee’ Retirement System (“CalPERS”) to provide retirement benefits for its employees; and B. Pursuant to California Code of Regulations, Title 2, Section 570.5, CalPERS requires governing bodies of local agencies contracting with CalPERS to approve and adopt a publicly available pay schedule in accordance with public meeting laws; and C. On June 14, 2022, the City entered into an employment agreement with Anil Comelo to serve at the City Manager with an initial base salary of $235,072; and D. Staff updated the Executive Management – Department Heads pay scale to reflect the City Manager salary.

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

1. That the City of St. Helena Publicly Available Salary Schedule for Executive Management – Department Heads Exhibit A is hereby approved and adopted in accordance with the requirements of California Code of Regulations, Title 2, Section 570.5, and

2. That the revised City of St. Helena Publicly Available Salary Schedule makes no changes to the salary schedules for other classifications, and

3. That the City of St. Helena Publicly Available Salary Schedule will be posted on the City’s website and will be made available for public inspection for not less than five years.

Approved at a Regular Meeting of the St. Helena City Council on June 14, 2022, by the following vote:

Agenda Item #10.1.

Mayor Ellsworth: ______
Vice Mayor Dohring: ______
Councilmember Chouteau: ______
Councilmember Hall: ______
Councilmember Hardy: ______
APPROVED: ATTEST:
_______________________ _______________________
Geoff Ellsworth, Mayor Cindy Tzafopoulos, City Clerk
Agenda Item #10.1.

Position Timebase* A  B  C  D  E
City Clerk Annual            103,871             109,064             114,517             120,243             126,255 Monthly                8,656                 9,089                 9,543               10,020               10,521 Hourly                49.94                 52.43                 55.06                 57.81                 60.70 Library Director Annual            124,833             131,074             137,628             144,509             151,735 Monthly              10,403               10,923               11,469               12,042               12,645 Hourly                60.02                 63.02                 66.17                 69.48                 72.95 Parks & Recreation Director Annual            126,426             132,747             139,385             146,354             153,672 Monthly              10,535               11,062               11,615               12,196               12,806 Hourly                60.78                 63.82                 67.01                 70.36                 73.88 Administrative Services Director Annual            136,412             143,233             150,394             157,914             165,810 Monthly              11,368               11,936               12,533               13,159               13,817 Hourly                65.58                 68.86                 72.30                 75.92                 79.72 Planning & Building Director Annual            139,909             146,905             154,250             161,963             170,061 Monthly              11,659               12,242               12,854               13,497               14,172 Hourly                67.26                 70.63                 74.16                 77.87                 81.76 Fire Chief(2) Annual            176,800
Monthly              14,733
Hourly                85.00
Police Chief Annual            148,786             156,226             164,037             172,239             180,851 Monthly              12,399               13,019               13,670               14,353               15,071 Hourly                71.53                 75.11                 78.86                 82.81                 86.95 Public Works Director Annual            151,792             159,382             167,351             175,719             184,505 Monthly              12,649               13,282               13,946               14,643               15,375 Hourly                72.98                 76.63                 80.46                 84.48                 88.70 Assistant City Manager Annual            172,768             181,406             190,476             200,000             210,000 Monthly              14,397               15,117               15,873               16,667               17,500 Hourly                83.06                 87.21                 91.58                 96.15               100.96 City Manager (1) (2) Annual            235,072
Monthly              19,589
Hourly              113.02
(2) Salaries do not have a scale.
*Annual timebase payrate is rounded up to the nearest whole dollar, while all other timebase payrates are rounded to the nearest cent.

Steps
CITY OF ST. HELENA PUBLICY AVAILABLE SALARY SCHEDULE
Executive Management ‐ Department Heads
Approved and Adopted June 14, 2022
(1) Includes update to City Manager salary effective July 26, 2022.

FY 2021‐2022
Agenda Item #10.1.

Report to the City Council
Regular City Council - 14 Jun 2022
Agenda Section: NEW BUSINESS
Subject: Consideration and Proposed Approval of a Resolution approving of a One Year Agreement for Marketing and
Promotional Services Agreement in the amount not-to-exceed $231,525 between the City of St. Helena and the St. Helena Chamber of Commerce for FY 2022-23
CEQA
Determination:

Not a CEQA project
Prepared By: Preya Nixon, Asst. to the City Manager
Reviewed By: April Mitts, Administrative Services Director Approved By: James C. McCann, Interim City Manager

BACKGROUND
The City of St. Helena (City) has contracted with the St. Helena Chamber of Commerce (Chamber) for professional marketing and promotional services to market and promote St. Helena as a desirable tourist destination of choice. The Chamber contract also calls for the Chamber to provide special events held throughout the year. The contract for marketing, promotional and event production services was $220,500 in FY 21/22.

The City requested additional one-time marketing and promotional services ($100,000) last year in an effort to address the economic difficulties brought on by the COVID-19 pandemic and to support local businesses. The COVID Business Recovery Destination Marketing Plan was for targeted business recovery that met the City Council Goal 4 and aligns with the Community Budget Survey conducted in 2021.

DISCUSSION
The City recognizes the need for professional marketing and promotional services in our City and continues to appreciate the successful work of the Chamber. The community events are well received and recognized by the City, and support and benefit the business environment.

Agenda Item #10.2.

The City's budget demands include many competing priorities as presented in the May 31, 2022 Budget Workshop. With the evolving COVID-19 environment, it remains critical that this year's spending plan reinforces the Council's budget priorities and supports the delivery of key projects via the City's goals and workplan.

The City is recommending a one year agreement with the Chamber to continue the very well done work and much enjoyed events.

The City Council has provided direction to staff to move forward prudently and strategically to balance competing budget demands. This plan will allow for flexibility as the City desires to maintain a robust commitment to marketing and promotion. A key component of this includes the Long Range Financial Plan (LRFP) that will be reviewed in 2022/23 in which marketing and promotion will surely be a part of our on-going strategy for economic health and growth. The City is aware that the Chamber sees the value of more funding, and the City sees the need to maintain the existing funding levels and will consider appropriate future and on-going funding level through the LRFP.

The City Council's Goals are:
• Goal 1 - Improve and Maintain Safe and Reliable City Infrastructure with a Commitment to Environmental Stewardship and Public Health • Goal 2 - Stabilize, Maintain, and Improve Access to Housing • Goal 3 - Enhance Organization Performance and Commit to Full Public Participation, Ongoing Communication, and Regional Collaboration • Goal 4 - Ensure Long-Term Economic Sustainability while Supporting St.

Helena's Charm and Rural Character
• Goal 5 - Support Thriving Families and Enhance the Safety, Well-Being, and Healthy Development of our Youth
• Goal 6 - Support Initiatives that Respond to and Plan for Climate Change At the May 24, 2022 City Council meeting, the St. Helena Chamber of Commerce provided its FY 2021-22 annual report pursuant to Section 5 of the current Agreement, which requires the Chamber to provide an annual report of all expenditures under the agreement including:
• Statistics of visitor activity including the number of visitors to the St. Helena Welcome Center
• Utilization and traffic counts on the Chamber website • Hours of operations and staffing levels at the St. Helena Welcome Center • Reports on advertising, press coverage, and press releases with date of publication or release
• Status of projects/programs and Special Event Production.

Agenda Item #10.2.

The City desires to continue its collaboration with the St. Helena Chamber of Commerce for special event production and Marketing and Promotional Services. Staff recommends continuation of Marketing and Promotional services via a one year agreement, keeping the same scope of work, and including a 5% increase for a total contract amount of $231,525 for FY 2022-23. We do not recommend a continuation of the additional Business Recovery Services provided last year.

FISCAL IMPACT
The total fiscal impact of approving the agreement is for a not-to-exceed amount of $231,525. The funding has been included in the proposed FY 2022-23 budget.

RECOMMENDED ACTION
Staff recommends City Council adopt the attached resolution approving the agreement.

ATTACHMENTS
Attachment 1 - City Chamber Contract FY 2023
Attachment 2 - FY 2021-22 Chamber of Commerce Resolution Agenda Item #10.2.

MARKETING AND PROMOTIONAL SERVICES AGREEMENT BETWEEN THE CITY OF ST. HELENA AND THE ST. HELENA CHAMBER OF COMMERCE
THIS MARKETING AND PROMOTIONAL SERVICES AGREEMENT ("Agreement") is made and entered into on June 14, 2022 ("Effective Date") by and between the City of St. Helena, a municipal corporation located in the County of Napa, State of California ("City"), and the St.

Helena Chamber of Commerce, a California Non-Profit Corporation ("Chamber"). The City and Chamber are sometimes hereinafter referred to collectively as the "Parties."

RECITALS
A. City seeks to work with the Chamber of and the local business community to invest funding to market and promote St. Helena as a desirable tourist destination choice.

B. California Government Code Section 37110 provides the City with authorization to utilize City General Funds to, among other things, promote the City.

C. Chamber represents it is recognized by the Internal Revenue Service as a Section 501[c][6] nonprofit organization.

D. Chamber represents it is directed by an elected Board of Directors from the local business community with a professional staff, and is organized and equipped to carry on promotional and marketing activities on behalf of the City in accordance with this Agreement.

E. City and Chamber have previously entered into similar promotional and marketing services agreements.

F. City seeks to have the Chamber continue to sponsor and support a variety of community building activities, including cooperating with the City and local volunteers to produce a holiday experience for the benefit of City residents and the local business community, and the Chamber desires to conduct such community building activities.

The City 2022-23 annual operating budget includes an allocation of an additional TWENTY-FIVE THOUSAND DOLLARS ($25,000) for the holidays. This $25,000 is not included in the Chamber contract and allocated funds from the City.

Therefore, for the consideration hereinafter specified, the Parties agree as follows:

Section 1. Scope of Services. Chamber shall provide the services outlined in Exhibit A attached hereto, including dedicating Chamber efforts and allocating THIRTY THOUSAND DOLLARS - $30,000 of the contracted TWO HUNDRED THIRTY-ONE THOUSAND FIVE HUNDRED TWENTY-FIVE DOLLARS ($231,525) contract amount to the Special Events Production activities set forth on Exhibit A. The Parties acknowledge and agree that to foster the success of holidays Agenda Item #10.2.

in St. Helena ("Event"), the Chamber shall dedicate a substantial portion of Chamber Special Events Production activities to the Event. Subject to Section 22 of this Agreement, the Parties may agree to Scope of Services modifications mutually acceptable to the Parties and confirmed in writing signed by the Parties.

Section 2. Term of Agreement. The term of this Agreement shall commence on July 1, 2022, and shall terminate on June 30, 2023, unless sooner terminated in accordance with its terms.

Section 3. Compensation. For the Scope of Services provided in Exhibit A, the City will pay the Chamber the annual sum of TWO HUNDRED THIRTY-ONE THOUSAND FIVE HUNDED TWENTY-FIVE DOLLARS ($231,525). Said payments shall be made in quarterly installments of

FIFTY-SEVEN THOUSAND EIGHT HUNDRED EIGHTY-ONE DOLLARS AND TWENTY-FIVE CENTS ($57,881.25) toward Tourism Marketing and Promotional Efforts. Quarterly invoice will be paid, within a reasonable timeframe, once invoice is received from the Chamber of Commerce.

Should the Chamber need these dollars sooner, the Chamber shall provide a written request to be approved by the City Manager to advance funds. In addition, the City shall advance THIRTY THOUSAND DOLLARS ($30,000) for Special Events Production for the activities and in the amounts set forth on Exhibit A.

Notwithstanding the foregoing, the Parties acknowledge and agree that: (a) the cost of production for the holidays is likely to exceed the City's TWENTY-FIVE THOUSAND DOLLARS ($25,000) contribution and the TWENTY THOUSAND DOLLARS ($20,000) Chamber allocation on Exhibit A (such amounts combined, the "City/Chamber Funds"); (b) the Chamber and local volunteers intend to raise additional funds for the Event through contributions to a Chamber foundation ("Contributions"); (c) in the event that the amount of the City/Chamber Funds plus Contributions on hand are insufficient to pay any Event deposits as of the date they are due, the City Manager is authorized to make a full or partial advance disbursement of up to FORTY-FIVE THOUSAND DOLLARS ($45,000) for each quarterly installment, as necessary; (d) the Chamber and Chamber foundation assume the responsibility to account for Contributions including, without limitation, allocation of any portion of Contributions to cover advance disbursements to the Chamber made pursuant to the foregoing clause; (e) the City Manager may disburse City/Chamber Funds and any advance disbursement amounts directly to the vendor or to the Chamber in order to pay Event deposit expenses; and (f) in no event shall the City be obligated to disburse more than TWO HUNDRED THIRTY-ONE THOUSAND FIVE HUNDED TWENTY-FIVE DOLLARS ($231,525) to or on behalf of the Chamber during the term of this Agreement.

Section 4. Accounting. On or prior to the Effective Date, the Chamber shall present the Chamber's operating budget for the 2022-2023 fiscal year and a copy of the prior fiscal year budget and actual expenditures incurred at the Welcome Center. The Chamber shall account for all City funding provided under this Agreement and shall keep complete and accurate books and records for all expenditures associated with the City funding provided under this Agreement. Upon not less than 10 calendar days' notice from the City, the Chamber shall make Agenda Item #10.2.

available to the City and submit to inspection, review, and audit by the City and/or other governmental agencies with jurisdiction, all the Chambers' books, records, and financial statements.

Section 5. Performance Evaluation and Tracking. For the purpose of evaluating the effectiveness of the Tourism, Marketing and Promotional Efforts and the Special Events Production provided by the Chamber under this Agreement, the Chamber shall provide to the City a mid-year review on a date selected by the City, and a final written report at the end of the fiscal year. The mid-year review and final report shall include a report of all expenditures funded under this Agreement, and shall include the following information as of the date of reporting:
• Statistics of visitor activity including the number of visitors to the St. Helena Welcome Center
• Utilization and traffic count on the Chamber website. • Hours of operation and staffing levels at the St. Helena Welcome Center. The St. Helena Welcome Center is open at minimum, five days per week and the hours are set at the discretion of the Chamber.
• Reports on advertising, press coverage, and press releases with dates of publication or release.
• Status of projects/programs and Special Events Production outlined in Exhibit A, "Scope of Services," including, without limitation, dates, estimated attendees and expenditures.

The City Manager and the Chamber's President/CEO shall meet periodically to discuss and review marketing trends, business climate, etc., within St. Helena and the Napa Valley region and Special Events Productions.

Section 6. Independent Contractors. The Parties understand and agree that in the performance of its work and services under this Agreement, Chamber is and at all times shall remain a wholly independent contractor and not an officer, employee or agent of City. Chamber shall obtain no rights or benefits that accrue to City employees. Consultant shall have no authority to bind City in any manner or to incur an obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City Section 7. Indemnification by Chamber. The Chamber shall, upon the City's written demand and with legal counsel acceptable to the City, defend, indemnify, and hold harmless the City, its agents, officers, City Council members, and employees for all liability, actions, claims, damages, costs, or expenses, including reasonable attorney's fees and legal expenses including expert fees and costs, which may be asserted by any person, including the Chamber, arising out of or in connection with the Chamber's performance of services under this Agreement.

Section 8. Indemnification by City. The City shall, upon the Chamber's written demand and with legal counsel acceptable to the Chamber, defend, indemnify, and hold harmless the Chamber, Agenda Item #10.2.

its agents, officers, and employees for all liability, actions, claims, damages, costs, or expenses, including reasonable attorney's fees and legal expenses including expert fees and costs, which may be asserted by any person, including the City, arising out of or in connection with the City's performance under this Agreement.

Section 9. Insurance Requirements. Chamber shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Chamber, its agents, representatives, or employees, as indicated:

A. Minimum Scope of Insurance. Coverage shall be at least as broad as:

1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).

3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

B. Minimum Limits of Insurance. Chamber shall maintain limits no less than:

1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations, as applicable. If Commercial General Liability Insurance or other form with a General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

3. Employer's Liability: $1,000,000 per accident for bodily injury or disease.

C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions of $25,000 or greater must be declared to and approved by the City.

D. Other Insurance Provisions. The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its agent, officers, officials, employees, and volunteers are to be covered as additional insured as respects: liability arising out of work or operations performed by the Chamber or Chamber's subconsultants; or automobile owned, leased, hired or borrowed by the Chamber.

2. For any claims related to Chamber's conduct while performing the work of this project, the Chamber's insurance coverage shall be primary insurance as respects the City, its agents, officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its agents, officers, officials, employees or volunteers shall be excess of the Chamber's insurance and shall not contribute with it.

Agenda Item #10.2.

3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.

4. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subsection (b) of Section 2782 of the Civil Code.

E. Waiver of Subrogation. The workers compensation policy is to be endorsed with a waiver of subrogation. The insurance company, in its endorsement, agrees to waive all rights of subrogation against the City, its agents, officers, officials, employees and volunteers for losses paid under the terms of this policy which arises from the work performed by the named insured for the City.

F. The Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.

Best's rating of no less than A: VII, unless otherwise acceptable to the City.

G. Verification of Coverage. Chamber shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on forms provided by the City or on forms that conform to City requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.

Section 10. Nondiscrimination. The Chamber shall comply with all applicable federal, state, and local laws, rules, and regulations in regard to nondiscrimination in employment because of race, ancestry, color, sex, sexual orientation, gender, gender identity, gender expression, age, national origin, religion, material status, medical condition, or physical or mental disability.

Section 11. Governing Law. City and Chamber agree that the law governing this Agreement shall be that of the State of California.

Section 12. Compliance with Laws. Chamber shall comply with all applicable laws, ordinances, codes, and regulations of the Federal, State, and Local Agencies (including, without limitation, the City).

Section 13. Disclosure/Provision of Information. Brochures, maps, or other promotional materials produced by Chamber using the funds arising out of this Agreement may include the City logo on the material. Any information developed by Chamber pursuant to this Agreement shall be provided to the City upon request and Chamber expressly grants City full legal authority and license to use and distribute any such materials.

Section 14. Waiver. The Parties agree that a waiver, breach, or violation of any term or condition of this Agreement shall not be deemed to be a waiver of any other term or condition Agenda Item #10.2.

contained herein or a waiver of any subsequent breach or violation of the same or any other term or condition. The City's acceptance of Chamber's performance of any work or services shall not be deemed to be a waiver of City's rights or Chamber's obligations under this Agreement.

Section 15. Assignment/Delegation. Neither party hereto shall assign, sublet, or transfer any interest in or duty under this Agreement without the prior written consent of the other Party, and no assignment shall be of any force or affect whatsoever, and shall be void, unless and until the other Party shall have so consented.

Section 16. Conflict of Interest/Anti-Fraud and Anti-Corruption Policies. The Chamber covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services under this Agreement. The Chamber further covenants that in the performance of the Scope of Services under this Agreement, Chamber will not knowingly employ any person having any such conflict of interest with the City.

A. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts with the interests of City in the performance of this Agreement.

B. City understands and acknowledges that Consultant is, as of the date of execution of this Agreement, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant is aware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section.

C. Consultant understands and acknowledges City maintains an anti-fraud and anti-corruption policy to protect the City, its operations, and its employees from and against financial risks, operational breaches, and unethical, fraudulent, and corrupt activities. Consultant represents and warrants that Consultant, its subcontractor(s) / subconsultant(s) and their respective employees providing services pursuant to the Agreement are (1) in good standing; (2) have not been previously investigated, convicted, or debarred for fraudulent or corrupt activities; (3) will not participate in fraudulent or corrupt activities, and (4) will take steps to ensure that its employees and subcontractor's(s) / subconsultant's(s) employees do not participate in any fraudulent or corrupt activities. Consultant acknowledges and agrees further that it has a duty to and will report to City any information or incident(s) about possible fraudulent or corrupt activities Consultant may discover, and Agenda Item #10.2.

will cooperate in any fraud or corruption investigation conducted, with respect to Consultant's service provided pursuant to this Agreement.

Section 17. Attorney's Fees. In the event either Party brings an action or proceeding for damages arising out of the other's performance under this Agreement or to establish the rights or remedies of either party, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs as part of such action or proceeding or any post¬ judgment legal proceedings.

Section 18. No Third-Party Beneficiaries. Nothing contained in this Agreement shall be construed to create, and the Parties do not intend to create, any rights or remedies to any person or entity not a Party to this Agreement. In the event that Chamber enters into any agreements with third parties in connection with the work and services provided under this Agreement, City shall be deemed an intended third-party beneficiary of such agreements.

Section 19. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing, and shall be personally served or mailed, returnreceipt requested, addressed to the respective Parties as follows:

CEO/President City Manager
St. Helena Chamber of Commerce City of St. Helena
1320A Main Street 1572 Railroad Avenue
St. Helena, CA 94574 St. Helena, CA 94574
Section 20. Prior Agreements. This Agreement, including all Exhibits attached hereto, represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered under this Agreement.

Section 21. Representations. Chamber represents it is recognized by the Internal Revenue Service as a section 501[c][6] nonprofit organization, that it is directed by an elected Board of Directors from the local business community with a professional staff, and is organized and equipped to carry on the Scope of Services to be provided to the City in accordance with the terms of this Agreement.

Section 22. Entire Agreement/ Interpretation. Both Parties acknowledge that by entering into this Agreement, the City is not assuming any obligation to operate, supervise, or fund Chamber or any other obligations to Chamber other than those expressly provided in this Agreement.

This Agreement constitutes the entire agreement among the Parties and may not be modified or changed, except by written instrument executed by both Parties. No provision of this Agreement is to be interpreted for or against either Party because that Party or that Party's legal representative drafted such provision.

Agenda Item #10.2.

Section 23. Termination. This Agreement may be terminated prior to June 30, 2023, as follows:

By either Party, if the other Party fails to perform any of its obligations hereunder, within the time and in the manner provided, or otherwise violates any of the terms of this Agreement. The Party terminating the Agreement shall give written notice of such termination, stating the reasons for such termination in such event. Termination shall be effective 30 days following such written notice. Upon the termination of this Agreement by either Party, (1) any accrued but unpaid compensation due the Chamber shall be paid to the Chamber within thirty (30) days after receipt of the Chamber's invoice following such termination; and (2) Chamber shall repay to City within thirty (30) days after receipt of the Chamber's invoice following such termination the pro-rata portion of any quarterly payment remaining post-termination. Compensation to the Chamber or Chamber's reimbursement to City due upon termination shall be prorated. For example, if the Agreement were terminated on February 28, 2023, then NINETEEN THOUSAND TWO HUNDRED NINTY-THREE DOLLARS AND SEVENTY-FIVE CENTS ($19,293.75) of the FIFTYSEVEN THOUSAND EIGHT HUNDRED EIGHTY-ONE DOLLARS AND TWENTY-FIVE CENTS ($57,881.25) of quarterly funds advanced on January 31 for Tourism Marketing and Promotion Efforts would be returned to the City for the services not performed during March 2023 of the installment period plus funds disbursed for Special Events Production that had not occurred prior to the termination date.

Section 24. Special Provisions. This Agreement is subject to the following special provisions:

The Parties are required to provide certificates of coverage for agreed upon special events ("Event") and shall name each other as additional insureds for the Event, as set forth below.

Hold harmless: to the fullest extent permitted by law, Chamber shall hold harmless, defend at its own expense, and indemnify City its officers, employees, agents, contractors, consultants, and volunteers, from and against any and all liability, claims, losses, damages, or expenses, including reasonable attorney's fees, arising out of, relating to, or resulting from all acts or omissions of contractor or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from City's sole negligence, active negligence, or willful misconduct.

Hold harmless: to the fullest extent permitted by law, City shall hold harmless, defend at its own expense, and indemnify Chamber its officers, employees, agents, and volunteers, from and against any and all liability, claims, losses, damages, or expenses, including reasonable attorney's fees, arising out of, relating to, or resulting from, all acts or omissions of City or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from Contractor's sole negligence, active negligence, or willful misconduct.

Both Parties shall procure and maintain for the duration of the agreement insurance against claims for injuries to persons or damages to property which may arise out of relate to, or result from the performance of the work hereunder by the respective party, its agents, representatives, or employees.

Agenda Item #10.2.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

If the parties maintain broader coverage and/or higher limits than the minimums shown above, the parties require and shall be entitled to the broader coverage and/or the higher limits. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following. provisions:

Additional Insured Status
The parties, their officers, officials, employees, contractors, consultants, and volunteers are to be covered as additional insureds on the other party's CGL policy with respect to liability arising out of, relating to, or resulting from work or operations performed by or on behalf of the respective party, including liability arising out of, relating to, or resulting from materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this contract, the insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 0104 13 as respects to the parties, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the parties, its officers, officials, employees, or volunteers shall be excess and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the parties.

Claims Made Policies
Agenda Item #10.2.

If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work.

Verification of Coverage
The parties shall furnish the other with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The parties reserve the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors.

Special Risks or Circumstances
The parties reserve the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

IN WITNESS WHEREOF, the Parties hereto have accepted, made, and executed this Agreement upon the terms, conditions, and provisions above stated, the day and year first above written.

Chamber: City:

By: ________________________________ By: ________________________________ Name: Amy Carabba-Salazar Name: James C. McCann
Title: CEO/President Title: Interim City Manager
Agenda Item #10.2.

Exhibit A Scope of Services
St. Helena Chamber of Commerce Marketing and Promotional Services Agreement Tourism, Marketing, and Promotional Efforts
The St. Helena Chamber of Commerce ("Chamber") shall use its best efforts to proactively market the City of St. Helena, downtown merchants, and Chamber members to promote tourism and local businesses by implementing an effective marketing and promotional strategy designed to maintain and generate increased TOT and sales tax revenue to the City's General Fund thereby directly contributing to the quality of life for local residents through the funding of core town services. Chamber's marketing and promotional efforts shall include, without limitation, the following activities:
• Direct and implement a Public Relations strategy which can include retaining a public relations professional to assist in the marketing and exposure of the City of St.

Helena as a high-end destination.
• Direct and implement a Marketing Strategy with an overall "Visit St. Helena" message designed to directly and indirectly benefit all businesses in and around St.

Helena.
• Maintain a robust, timely and current website and provide a link to the City website.

The site should be mobile friendly and easy to navigate. • Operate and staff a Welcome Center at minimum five days per week at the discretion of the Chamber CEO.
• Produce and update as necessary various City promotional information such as but not limited to a map of St. Helena and other such information.

Special Events Production
Special Events Productions are to be held in St. Helena and generally available to the community but may include nominal costs for special activities and food and beverages. The Chamber will use its best efforts to provide support and assistance to the following community activities and in the following amounts, including but not limited to:

Summer Concert Series (Summer 2022) $6,500
Holidays in St. Helena $20,000
Celebrate St. Helena $2,500
Misc. Events (Earth Day, Neighborhood Table, and Sidewalk Sale) $1,000 TOTAL $30,000
Agenda Item #10.2.

Agenda Item #10.2.

CITY OF ST. HELENA
RESOLUTION NO. 2022-
APPROVING: MARKETING AND PROMOTIONAL
SERVICES AGREEMENT BETWEEN THE CITY OF ST.

HELENA AND THE ST. HELENA CHAMBER OF
COMMERCE FOR FY 2022-23 FOR AN AMOUNT NOTTO-EXCEED $231,525

RECITALS
A. The City of St. Helena desired to continue working with the St. Helena Chamber of Commerce by investing funding to market and promote St. Helena as a desirable tourist destination choice; and
B. California Government Code Section 37110 provides the City with authorization to spend money from the General Fund to, among other things, promote the City; and C. The St. Helena Chamber of Commerce represents it is a recognized by the Internal Revenue Service as a Section 501[c][6] nonprofit organization; and D. The St. Helena Chamber of Commerce represents it is directed by an elected Board of Directors from the local business community with a professional staff and is organized and equipped to carry on promotional and marketing activities on behalf of the City.

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

1. Approval of these Agreements are not a CEQA project; and

2. The City Council approves the Marketing and Promotional Services Agreement between the City of St. Helena and the St. Helena Chamber of Commerce for FY 2022-23 in an amount not-to-exceed $231,525; and

3. The City Council authorizes the City Manager to execute the Agreements on behalf of the City.

Approved at a Regular Meeting of the St. Helena City Council on June 14, 2022, by the following vote:

Mayor Geoff Ellsworth:

Vice Mayor Paul Dohring:

Council Member Anna Chouteau:

Council Member Lester Hardy:

Agenda Item #10.2.

Council Member Eric Hall:

APPROVED: ATTEST:
______________________ ________________________
Geoff Ellsworth, Mayor Cindy Tzafopoulos, City Clerk
Agenda Item #10.2.