St. Helena City Council
October 25, 2022

City of St. Helena
Regular City Council Meeting
Tuesday, October 25, 2022 @ 6:00 PM
Vintage Hall Board Room - Second Floor
465 Main Street, St. Helena

PLEASE NOTE: Any person who wishes to speak regarding an item on the agenda or make a comment under the "Oral Communication" portion of the agenda may do so, but please observe the time limit of four minutes.

The City Council meeting will be live-streamed on Comcast Channel 28 and on the City’s website. Public comment for City Council meetings will be accepted via email to [email protected]. All public comments must be emailed by 4:00 PM prior to the meeting. Emailed public comments will not be read out loud but will be publicly available and attached to the on-line City Council agenda.

The schedule of upcoming meetings and published meeting agendas can be found on the City of St. Helena website at https://sthelena.civicweb.net/portal/.

Simultaneous Spanish interpretation services during meetings can be scheduled upon request.

To ensure interpreters are available, requests must be made at least 72 hours in advance by calling the Office of the City Clerk at (707) 968-2640 or emailing [email protected].

The schedule of upcoming meetings and published meeting agendas can be found on the City of St. Helena website at https://sthelena.civicweb.net/portal/.

Servicios de interpretación en español durante la reunión pueden ser solicitados por el público.

Para asegurar que los intérpretes estén disponibles, los servicios tienen que ser solicitados al menos 72 horas antes de la reunión llamando a la oficina de la Secretaria de la Ciudad al (707) 968-2640 o por correo electrónico a [email protected] .

El horario de las reuniones publicadas y próximas puede ser localizado en el sitio de web de la Ciudad en https://sthelena.civicweb.net/portal/ .

Page

1. CALL TO ORDER

2. ROLL CALL
Mayor: Geoff Ellsworth, Vice Mayor: Paul Dohring, City Council Members: Anna Chouteau, Eric Hall and Lester Hardy

3. PLEDGE OF ALLEGIANCE

4. ADOPTION OF THE AGENDA

5. PUBLIC FORUM:

Members of the public are entitled to speak on matters of municipal concern not on the agenda during Public Forum. Each person’s comments shall be limited to 4 minutes. Each person is entitled to speak on any non-agendized item only once at any meeting. Brief questions by Council Members for clarifications may be posed and answered, and Council Members may make requests that items be placed on future agendas, but in accordance with state law, no substantive

discussion or action may take place unless and until the matter properly appears on the agenda.

6. REPORTS BY STAFF AND CITY COUNCIL, FUTURE AGENDA ITEMS, AND AB 1234 REPORTS:

Reports by staff and/or Council Members on items of general interest. Brief questions for clarification may be posed and answered, and Council Members may request that items be placed on a future agenda. Except under certain circumstances, the Brown Act prohibits any other discussion or action by the City Council.

6.1. FY 22/23 Pavement Project Update by Joe Leach, Public Works Director Presentation
7 - 12

7. CONSENT ITEMS
Members of the Council or the public may ask that any items be considered individually for purposes of considering alternative action, for extended discussion, or for public comment. Unless that is done, one motion may be used to adopt all recommended actions. (Roll Call Vote)

7.1. Consideration and proposed approval of Regular Meeting Minutes of October 11, 2022 (Minutes forthcoming)
Prepared By: Cindy Tzafopoulos, City Clerk
Recommendation:

Approve
10-11-2022 Regular City Council - Minutes
13 - 18

7.2. September 2022 Review and Forecasting of City Water Supply Availability
CEQA Determination: Exempt
Prepared By: Ian Dale, Environmental Services Tech
Recommendation:

Receive and file.

Staff Report - Pdf
19 - 24

7.3. Consideration and proposed approval of a resolution approving the Professional Services Agreement with Joe Branum Tree Care Inc. in an amount not-to-exceed $35,690.00 for the removal of 12 dead and failed trees in the St. Helena Flood Project to mitigate fire danger and create defensible space adjacent to the western border of the Vineyard Valley Mobile Home Park and the City of St. Helena's Flood Control Pump Site.

CEQA Determination: Negative Declaration
Prepared By: Clayton Church, Public Works Operations Manager Recommendation:

Approval of the resolution.

StH Flood Project Tree Removal - Pdf
25 - 31

7.4. Consideration and Proposed Approval of a Resolution: (1) Approving an agreement with Baker Tilly US, LLC in an amount not-to-exceed $62,900 for Long-Range Financial Planning, (2) Approving a budget increase of $62,900 to 101-4200-2145, and (3) Use of General Fund Balance of $62,900.
33 - 62

CEQA Determination: Not a CEQA project
Prepared By: April Mitts, Assistant City Manager
Recommendation:

Approve the attached resolution.

Staff Report - Pdf

7.5. Conduct second reading and proposed adoption by title only and waive further reading of an Ordinance approving a Development Agreement Amendment between the applicant and the City of St. Helena for the LMR Destinations LLC lodging project at 1000 Mills Lane.

CEQA Determination: The City has determined that none of the conditions specified in State CEQA Guidelines section 15162 requiring preparation of a subsequent or supplemental EIR or MND would occur.

Prepared By: Maya DeRosa, Community Development Director Recommendation:

Conduct the second reading and adopt by title only and waive further reading of an Ordinance approving a Development Agreement Amendment between the applicant and the City of St. Helena for the LMR Destinations LLC lodging project at 1000 Mills Lane.

Staff Report - Pdf
63 - 167

7.6. Consideration and approval of a resolution authorizing: (1) The acquisition of two 2023 Ford Police Explorer Hybrids and a 2023 Ford Maverick Hybrid, and a 2023 Tesla Model 3 for a total amount not to exceed $203,000; and (2) Authorize the City Manger to take such action and execute agreements as necessary to acquire the specified vehicles for the lowest bidders with current availability or the ability to deliver the vehicles in a reasonable timeframe.

CEQA Determination: Not a CEQA project
Prepared By: Justin Tharp, Lieutenant
Recommendation:

Staff recommends City Council approve a resolution authorizing:
(1) Acquisition of two 2023 Ford Police Explorer Hybrids, a 2023 Ford Maverick Hybrid pickup and a 2023 Tesla Model 3 (Chief's Vehicle) for a total not to exceed $203,000,and (2) Authorize the City Manager to take such action as necessary to acquire the vehicles from the lowest bidders that have current availability or can deliver the vehicles in a reasonable time.

Staff Report - Pdf
169 - 195

7.7. Consideration and Proposed Approval of a Resolution Authorizing the St. Helena City Council to Grant Formal Recognition of the St. Helena Professional Fire Fighters Association.

CEQA Determination: Not a CEQA project
Prepared By: Mandy Kellogg, Administrative Services Director Recommendation:

Staff recommends approval of the attached resolution.
197 - 204

Staff Report - Pdf

7.8. Consideration and Proposed Approval of a Resolution authorizing and delegating the City of Napa to submit an application on its behalf and administer the Permanent Local Housing Allocation Program and to authorize the City Manager to sign a binding Delegation Agreement with the City of Napa for the period encompassing five (5) years of formula allocations (2019-2023), made available in Notices of Funding Availability (NOFAs) issued by the State beginning in February 2020 and extending through 2024, including all years stipulated in the State standard agreement.

CEQA Determination: Not a CEQA project
Prepared By: Mandy Kellogg, Administrative Services Director Recommendation:

Approve the attached resolution.

Staff Report - Pdf
205 - 217

7.9. Consideration and Proposed Approval of a Resolution Authorizing the City Manager to execute Amendment No. 5 to Noll and Tam Architects in the amount of $25,000 to STH Contract NO: FY 2021-071 for Phase I of the Napa Valley College Tenant Improvements at the City of St.

Helena for a total contract amount not-to-exceed $261,483.

CEQA Determination: Not a CEQA project
Prepared By: Preya Nixon, Asst. to the City Manager
Recommendation:

Approve attached resolution and amendment.

Staff Report - Pdf
219 - 227

7.10. Receive and File the Fiscal Year (FY) 2021-22 4th Quarter Finance Report (unaudited).

CEQA Determination: Not a CEQA project
Prepared By: Mandy Kellogg, Administrative Services Director Recommendation:

Staff recommends the City Council receive and file the Q4 FY 2021-22 financial report.

Staff Report - Pdf
229 - 258

8. PUBLIC HEARINGS

8.1. Triannual California Building Standards Code Adoption Modifying Chapter 15 of the St Helena Municipal Code and Revision of Gate code for Residential Properties:

1. Consideration and proposed approval of a resolution to amend the residential gate code; and

2. Conduct first reading and proposed approval by title only waiving further reading of the Ordinance titled “Amendments to St.

Helena Municipal Code Title 15 Buildings and Construction, Adopt and Amend in full the 2022 California Building Standards Code, Title 24.

CEQA Determination: Exempt
259 - 345

Prepared By: Philip Henry, Chief Building Official
Recommendation:

The Community Development Department, Building Division recommends the City Council:

1. Find the proposed amendments to the Building Code is exempt from CEQA under Section 15061 (b) (3) the ‘General Rule’; and

2. Introduce and and conduct first reading and approve by title only and waive further reading of Ordinance titled “Amendments to St. Helena Municipal Code Title 15 Buildings and Construction, Adopt and Amend in full the 2022 California Building Standards Code, Title 24.

Staff Report - Pdf

9. OLD BUSINESS

9.1. Consideration and proposed approval of a resolution authorizing the Issuance and sale of general obligation bonds (the “2022 Bonds”) in an estimated principal amount of $5,255,000 and a not-to-exceed amount of $6,000,000, and authorizing the execution of documents and the taking of other actions related thereto
CEQA Determination: Not a CEQA project
Prepared By: April Mitts, Assistant City Manager
Recommendation:

Staff recommends the City Council approve the Resolution authorizing the issuance and sale of the 2022 Bonds in an estimated principal amount of $5,255,000 and a not-to-exceed amount of $6,000,000, and authorizing the execution of documents and the taking of other actions related thereto
Staff Report - Pdf
GO Bond Presentation
347 - 473

10. ADJOURNMENT
The next Regular City Council meeting is scheduled for November 22, 2022, at 6:00 p.m.

This agenda was posted at City Hall, 1572 Railroad Avenue, and at Vintage Hall, 465 Main Street, St. Helena, California on October 21, 2022.

Cindy Tzafopoulos, City Clerk
In Compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please call the City Clerk’s Office (707) 967-2792. Notification 72 hours prior to the meeting as required by Section 202 of the Americans with Disabilities Act will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

CHALLENGING DECISIONS OF CITY ENTITIES
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City of St. Helena is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision, including without limitation Government Code section 65009 applicable to many land use and zoning decisions, Government Code section 66499.37 applicable to the Subdivision Map Act, and Public Resources Code section 21167 applicable to the California Environmental Quality Act (CEQA). Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred.

Government Code section 65009 and 66499.37, and Public Resources Code section 21167, impose shorter limitations periods and requirements, including timely service in addition to filing.

If a person wishes to challenge the above actions in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of St.

Helena, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

SUPPLEMENTAL MATERIAL RECEIVED AFTER THE POSTING OF THE AGENDA
Any supplemental writings or documents distributed to a majority of the City Council regarding any item on this Agenda, after the posting of the Agenda, will be available for public review in the City Clerk’s Office located at 1572 Railroad Avenue, St. Helena, California, during normal business hours and by appointment. In addition, such writings or documents will be made available on the City’s web site at https://sthelena.civicweb.net and will be available for public review at the respective meeting.

FY22/23 PAVEMENT PROJECT
UPDATE
City Council Meeting
October 25, 2022
Agenda Item #6.1.

SAFETY IMPROVEMENTS
• Additional ADA Ramps & ADA Ramp Upgrades (i.e. truncated domes) • Safe Routes to School High Priorities striping
Madrona Ave/Kearney St Install high visibility markings and add soulth leg crosswalk Spring St/Kearney St Install high visibility markings & crosswalk across Spring St.

Spring St/N Crane Ave Install high visibility markings & crosswalks across Spring St & Crane Ave.

Agenda Item #6.1.

SCOPE
Edge Grind w/ 2” Overlay
• Voorhees Circle (east of Mitchell Dr.)
• Valley View St. (Birch Ave. to Grayson Ave.)
• Stockton St. (Adams St. to Tainter St.)
• Railroad Ave. (Adams St. to Hunt Ave., incl.

Wine Train parking)
• Stralla Ct. (west of Pope St.)
• Pope St. (between Starr Ave. & Peppertree Cir.)
Microsurfacing (Type II)
• Chiles Ave. (north of Signorelli Cir.)
• Tainter St. (Allyn Ave. to Oak Ave.)
• Library Ln. (west of Adams St.)
• June Ln (Hunt Ave. to Chiles Ave.)
• Valley View St. (Spring St. to Olive Ave.)
2” Full Grind/Overlay
• College Ave. (east of Pope St.)
• Oak Ave./Adams St. Intersection
Agenda Item #6.1.

SCHEDULE
Week Begin Scope
10/31/22 Start field survey/construction staking
11/07/22 Start concrete demolition for ADA ramps/sidewalks 11/21/22 Start AC grinding for streets overlay
Spring 2023 Microsurfacing work & final striping improvements Agenda Item #6.1.

5 Year Project Plan
FY23/24
Fall'23/ Winter'24 Planning - resolve paving
program w/ utilities projects
Spring'24 Bid Project
Summer'24 Commence FY23/24 Paving
Agenda Item #6.1.

QUESTIONS
Agenda Item #6.1.

MINUTES
City of St. Helena
Regular City Council Meeting
Tuesday, October 11, 2022 @ 6:00 PM
Vintage Hall Board Room - Second Floor
465 Main Street, St. Helena
A complete video recording of this meeting, except for closed session, can be found at https://sthelena.civicweb.net/Portal/ or by calling the City Clerk at (707) 968-2742. The City Council video is the official record of the Council meeting.

Present: Mayor Geoff Ellsworth, Vice Mayor Paul Dohring, Council Member Anna Chouteau, Council Member Lester Hardy, and Council Member Eric Hall

Absent: None

1. CALL TO ORDER

2. ROLL CALL

3. PLEDGE OF ALLEGIANCE

4. ADOPTION OF THE AGENDA

4.1 Council Member Eric Hall moved to adopt the agenda as presented. The motion was seconded by Council Member Anna Chouteau and on roll call carried by the following vote:

AYES: Mayor Geoff Ellsworth, Vice Mayor Paul Dohring, Council Member Anna Chouteau, Council Member Lester Hardy, and Council Member Eric Hall NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None

5. PUBLIC FORUM:

Garry Rose, Tom Belt and citizen addressed the City Council.

6. REPORTS BY STAFF AND CITY COUNCIL, FUTURE AGENDA ITEMS, and AB 1234 REPORTS:

Reports were made by staff and City Council.

Ethan Walsh, City Attorney noted there was no reportable action taken at the October Agenda Item #7.1.

Regular City Council
October 11, 2022
11, 2022 special City Council closed session meeting.

7. PRESENTATIONS AND PUBLIC RECOGNITIONS

7.1 Oath of Office and Introduction for:

1. Joe Leach, Director of Public Works

2. Jesus Gonzalez, Accounting Technician I

7.2 National Friends of Libraries Week Proclamation 2022

7.3 Domestic Violence Awareness Month October 2022 Proclamation

8. CONSENT ITEMS
Members of the Council or the public may ask that any items be considered individually for purposes of considering alternative action, for extended discussion, or for public comment. Unless that is done, one motion may be used to adopt all recommended actions. (Roll Call Vote)

8.1 Consideration and proposed approval of Regular Meeting Minutes of September 27, 2022
Prepared By: Cindy Tzafopoulos, City Clerk

8.2 Approval of Project Plans, Authorization to Bid R19-07 Silverado Trail Guardrail Replacement Project.

CEQA Determination: Class I Categorical Exemption under Section 15301 of CEQA
Prepared By: Mario Traverso, Public Works Assistant Engineer Recommendation:

Approval of Plans and Authorize to Bid

8.3 Second Reading and Proposed Adoption of an Ordinance of the City Council of the City of St. Helena Amending Section 8.24.010 Of Chapter 24 To Title 8 of The St. Helena Municipal Code Regarding Leaf Blowers
CEQA Determination: Exempt from the requirements of CEQA under the “General Rule”, Section 15061 (b)(3), in that it can be seen with certainty that the proposed action will have no impact on the environment.

Prepared By: Preya Nixon, Asst. to the City Manager
Recommendation:

Conduct the second reading and adopt the Ordinance of the City Council of the City of St. Helena Amending Section 8.24.010 Of Chapter 24 To Title 8 of The St. Helena Municipal Code Regarding Leaf Blowers

8.4 Consideration and Proposed Approval of a Resolution Authorizing: (1) Amendment #1 to a Professional Services Agreement with Operational Technical Services STH Contract: FY 2022-011 in the amount of $71,742.30 for a total not-to-exceed amount of $96,742.30 for Temporary Underground Utilities Staffing and (2) a budget increase of $71,743 to 561-5031-2020 and use of fund balance of the same.

Agenda Item #7.1.

Regular City Council
October 11, 2022
CEQA Determination: Exempt
Prepared By: Clayton Church, Public Works Operations Manager Recommendation:

Staff recommends City Council adopt the attached resolution.

Council Member Lester Hardy moved to approve Consent items as presented.

The motion was seconded by Council Member Eric Hall and on roll call carried by the following vote:

AYES: Mayor Geoff Ellsworth, Vice Mayor Paul Dohring, Council Member Anna Chouteau, Council Member Lester Hardy, and Council Member Eric Hall NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None

9. PUBLIC HEARINGS

9.1 Consideration and proposed approval the following actions:

1. Finding that none of the conditions specified in State CEQA Guidelines section 15162 require the preparation of a subsequent or supplemental EIR or MND and no additional environmental review is required; and

2. Introduce and waive first reading of an Ordinance approving a Development Agreement Amendment between the applicant and the City of St. Helena for the LMR Destinations LLC lodging project at 1000 Mills Lane; and

3. Adopt a resolution making specific findings and approve a Use Permit Amendment for the LMR Destinations LLC lodging project at 1000 Mills Lane.

CEQA Determination: The City has determined that none of the conditions specified in State CEQA Guidelines section 15162 requiring preparation of a subsequent or supplemental EIR or MND would occur.

Prepared By: Maya DeRosa, Community Development Director Recommendation:

For the reasons described above, staff recommends that the City Council:

1. Find that none of the conditions specified in State CEQA Guidelines section 15162 require the preparation of a subsequent or supplemental EIR or MND and no additional environmental review is required; and

2. Introduce and waive first reading of an Ordinance approving a Development Agreement Amendment between the applicant and the City of St. Helena for the LMR Destinations LLC lodging project at 1000 Mills Lane; and

3. Adopt the attached resolution making specific findings and approve a Use Permit Amendment for the LMR Destinations LLC lodging project at Agenda Item #7.1.

Regular City Council
October 11, 2022
1000 Mills Lane.

Maya DeRosa, Community Development Director reported on this item.

Mayor Ellsworth opened the public hearing.

Ted Hall addressed the City Council.

Mayor Ellsworth closed the public hearing.

Council Member Anna Chouteau moved to approve the following actions:

1. Find that none of the conditions specified in State CEQA Guidelines section 15162 require the preparation of a subsequent or supplemental EIR or MND and no additional environmental review is required; and

2. Introduce and waive first reading of an Ordinance approving a Development Agreement Amendment between the applicant and the City of St. Helena for the LMR Destinations LLC lodging project at 1000 Mills Lane; and

3. Adopt the resolution making specific findings and approve a Use Permit Amendment for the LMR Destinations LLC lodging project at 1000 Mills Lane.

The motion was seconded by Council Member Eric Hall and on roll call carried by the following vote:

AYES: Mayor Geoff Ellsworth, Vice Mayor Paul Dohring, Council Member Anna Chouteau, Council Member Lester Hardy, and Council Member Eric Hall NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None

10. OLD BUSINESS

10.1 Second Reading and Proposed Adoption of an Ordinance adopting St. Helena Police Department Policy 707 "Military Equipment" as required by AB 481 for the Funding, Acquisition, and Use of Military Equipment CEQA Determination: Not a CEQA project
Prepared By: Chris Hartley, Chief of Police
Recommendation:

Conduct the second reading and adopt the Ordinance Police Department Policy No. 709 (Military Equipment Policy) In Accordance With AB 481.

Ethan Walsh, City Attorney reported on this item.

No public was received.

Agenda Item #7.1.

Regular City Council
October 11, 2022
Council Member Lester Hardy moved to adopt staff's recommendation. The motion was seconded by Council Member Eric Hall and on roll call carried by the following vote:

AYES: Mayor Geoff Ellsworth, Vice Mayor Paul Dohring, Council Member Anna Chouteau, Council Member Lester Hardy, and Council Member Eric Hall NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None

10.2 Water Penalty Update, Discussion and Direction for Water Penalties CEQA Determination: Not a CEQA project
Prepared By: April Mitts, Assistant City Manager
Recommendation:

Receive and file report and provide direction to staff for collection of unpaid penalties and confirmation of staff recommendations for next steps.

April Mitts, Assistant City Manager reported on this item.

Garry Rose addressed the City Council.

It was the consensus of the City Council to direct staff to move forward with the following actions to collect unpaid water penalties:
(1) Hardship agreements
(2) Use of a collection agency

11. NEW BUSINESS

11.1 Appointment of a Subcommittee to Review and Make Recommended Changes to the City Council, Committees, Boards and Commission Rules of Procedure for the Conduct of Meetings & Standards of Conduct document.

CEQA Determination: Not a CEQA project
Prepared By: Cindy Tzafopoulos, City Clerk
Recommendation:

Appointment of a subcommittee of the City Council to review and make recommended changes to the City Council, Committees, Boards and Commission Rules of Procedure for the Conduct of Council Meetings & Standards of Conduct document.

Cindy Tzafopoulos, City Clerk reported on this item.

No public comment was received.

Agenda Item #7.1.

Regular City Council
October 11, 2022
Vice Mayor Dohring and Council Member Hardy were appointed to the Subcommittee to review and make recommended changes to the City Council, Committees, Boards and Commission Rules of Procedure for the Conduct of Meetings & Standards of Conduct document.

12. ADJOURNMENT
Mayor Ellsworth adjourned the meeting at 8:10 p.m.

APPROVED:
______________________________
Geoff Ellsworth, Mayor
ATTEST:
_________________________
Cindy Tzafopoulos, City Clerk
Agenda Item #7.1.

Report to the City Council
Regular City Council - 25 Oct 2022
Agenda Section: CONSENT ITEMS
Subject: September 2022 Review and Forecasting of City Water Supply Availability
CEQA
Determination:

Exempt
Prepared By: Ian Dale, Environmental Services Tech
Reviewed By: Joseph Leach, Public Works Director and City Engineer Approved By: Anil Comelo, City Manager

BACKGROUND
The City of St. Helena publishes a monthly water report on the City website (www.cityofsthelena.org/publicworks/page/water-reports). The report includes the amount of water produced at the Louis Stralla Water Treatment Plant and the Stonebridge Potable Water Wells, and potable water delivered from the City of Napa. In addition to presenting data on the amount delivered monthly, the report includes year-to-date information and prior year data. Water elevation and capacity at the Bell Canyon Reservoir is included as well as information on rain and temperatures.

At the City Council meeting of July 27, 2021, the City Council requested City staff enhance the monthly water report to include a forecast of available water supply, consistent with the adopted Urgency Ordinance. This request is consistent with the City's Fiscal Year 2021-22 Council Goal to develop a Comprehensive Water Security Framework, and the recently developed Framework that includes a goal to "Maximize Conservation During Water Emergency" and subtask 1C to "provide customers with comparison of actual vs. projected water demand" as well as Framework Goal Improve Consumer Satisfaction and Confidence" and subtask 3C to "additional analytical tools to improve consumer confidence."
Agenda Item #7.2.

DISCUSSION
City staff has developed a forecasting tool to facilitate its ability to optimize water use and track water availability. Included as Attachment 1 is the Monthly Water Report for September 2022. The water produced for September 2022 is up by 50% when compared to September 2021 and equal compared to the average of September 2018-2020. Below is a chart summarizing the water produced or delivered per source:

Water Produced or Delivered per Source
Source
Average (2018 -
2020)
(Acre-Feet)
September 2021
(Acre-Feet)
September 2022
(Acre-Feet)
Bell Canyon 88 36 68
Stonebridge Wells 44 45 37
Napa Water 61 48 88
Total 193 129 193
Percent change from average of September 2018 - 2020: 0% Percent change from September 2021: 50%
Bell Canyon Reservoir
The City is still in drought conditions. Bell Canyon Reservoir has adequate water to support the City's needs through this calendar year with Phase I conservation measures in effect. The storage in Bell Canyon graph (Attachment 2) has been revised to include historic reservoir supply levels since July 2021. It also shows the water availability forecast through June 2024 based on the highest water usage during a non-drought year (FY 2019/20) and 10 inches of rainfall (lowest recorded).

As of October 1, 2022, Bell Canyon Reservoir elevation was at 410.88 feet representing approximately 1,589 acre feet (AF) and 66.67% capacity. Bell Canyon spillway level is 422 feet representing 2,383.69 acre feet in water supply volume. Below is a chart comparing Bell Canyon elevation levels, water supply availability in acre feet, and percent capacity of the reservoir on October 1st in 2020, 2021, and 2022.

Year 2020 2021 2022
Bell Canyon Elevation Level 402.95 Ft. 394.63 Ft. 410.88 Ft.

Acre Feet 1,110 AF 682.9 AF 1,589 AF
Percent Capacity 46.5% 28.65% 66.67%
As a follow up to the May 24th City Council meeting, staff developed a graph (Attachment 3) highlighting the relationship between the reservoir elevation level and water supply availability in acre feet. The graph shows the current status of the reservoir. Furthermore, the graph also displays the points where City Council decided to implement Phase I and Phase II drought restrictions in 2020.

Agenda Item #7.2.

Continued Water Conservation
California experienced two consecutive dry years 2020 and 2021 and drought conditions state-wide persist. Due to the combination of warmer-than-average temperatures and minimal precipitation in the state, the Department of Water Resources (DWR) declared 2021 as the fourth-driest year on record statewide. The record-breaking dry period in January and February 2022, and the absence of significant rains in March, have required DWR to reduce anticipated deliveries from the State Water Project (SWP). However, the reduction does not affect St. Helena as the City has multiple robust water sources not affected by the executive order. Water availability from the Bell Canyon reservoir is based on the City's State Water Rights permit and not the SWP. The City has not received any curtailment order from DWR nor does the City anticipate to receive one.

Due to the ongoing drought conditions, Phase I Water Emergency remains in effect. Staff will monitor State-wide and local drought conditions, weather conditions, and provide updates on a monthly basis.

City of Napa Water Supply
Normal operations continue at Rutherford Pump Station (RPS) and the City is taking delivery of the allotment purchased from City of Napa. During the month of September 2022, Rutherford Pump Station was producing an average of 0.95 MG/day for a total of

85.7 acre feet (AF) for the month.

FISCAL IMPACT
Not applicable.

RECOMMENDED ACTION
Receive and file.

ATTACHMENTS
Attachment 3 - Bell Canyon Water Forcast September 2022 10.13.2022 Attachment 2 - September Bell Canyon Reservoir Storage with Phase I II Attachment 1 - Monthly Water Report September 1-30 2022 Agenda Item #7.2.

BellCanyon Water Storage Forecast
Assumes: (1) Highest usage during non—drought year (FY2019/20) (2) 10" of Rainfall (Lowest Recorded)
2500
2250
2,188
2000
1,963
1750
\l 1,766 \\ 1,767
,3
1500
E Entered Phase 1 - 1,431 Acre Ft.
ii1250
E
1000
l‘l|St0|'|C Projected
826
Entered Phase 2 - 939 Acre Ft.
\
750 ‘\‘\\741
‘*4 683
50° 596 Acre Feet* 479 ‘
250
25% reserve for fire
Agenda Item #7.2.

Bell Canyon Reservoir Stage-Storage Relationship
430
420 Spillway Elevation = 422 feet
410
§ � 400
·- QJ -1--' - ro ro
> QJ
Q) V)
UJ c 390
QJ ro
u QJ
� E
:l � 380 (/') 0 ._ ...Cl � ro
ro -1--'
$ � 370
::::..
360
350
340
0 500 1000 1500 2000
Reservoir Storage (acre-feet)
2500 Agenda Item #7.2.

CITY OF ST. HELENA

MONTHLY WATER REPORT
CC: CC __X__ PC__X__ FILE _____
RECEIVED: _____ BY: __
LOUIS

STRALLA

WATER PLANT
TK #1 & #2
ADJUST

67.98 22.14 -0.14

35.4% -0.2%

66.23 MG MG

1.57 MG MG

0.97 MG MG

1.25 MG MG
% %
180.37 AF 35.9% 86.83 AF 22.2%

58.75 MG 28.28 MG
192.64 AF 38.3% 156.16 AF 39.9%

62.75 MG 50.87 MG
130.06 AF 25.9% 148.72 AF 38.0%

42.36 MG 48.44 MG
TOTAL WATER DELIVERY (ALL) 503.06 AF 100.0% 391.71 AF 100.0%

1.98 1.69
410.88 FT. FT.
-1.39 FT. FT.
517.80 MG MG

66.7 % %

0.87 IN IN

1.14 IN IN
DISCLAIMER: The data presented in this report is approximate and for informational purposes only. -0.44

September 1-30, 2022

STONEBRIDGE

POTABLE
WELLS
SBW

IRRIGATION
WATER

NAPA WATER

THIS YEAR LAST YEAR
AMOUNT PRODUCED in AF 36.79 11.26 87.73
AMOUNT PRODUCED in MG 11.98 3.67 28.58
PERCENT 19.2% 45.7%

WATER DELIVERY (AGGREGATE)
TOTAL DELIVERY THIS PERIOD 41.95
MAXIMUM DAILY DELIVERY 2.24
MINIMUM DAILY DELIVERY 1.05
AVERAGE DAILY DELIVERY 1.40

WATER YEAR TOTALS

THIS FISCAL YEAR LAST FISCAL YEAR

LOUIS STRALLA WATER PLANT

NAPA WATER

STONEBRIDGE POTABLE WELLS

SBW IRRIGATION WATER
THIS MONTH THIS MONTH, LAST YR.

ELEVATION BELL CANYON RESERVOIR 394.63
STONEBRIDGE APARTMENTS MG/Sept 1 -30 0.55 MG/Sept 1-30

WATER ELEVATION, CAPACITY & RAINFALL

THIS FISCAL YEAR LAST FISCAL YEAR
NAPA VALLEY COLLEGE MG/Sept 1 -30 0.15 MG/Sept 1-30

TEMPERATURES
MONTHLY RISE OR DROP -1.25
CAPACITY AT END OF PERIOD 222.53
PERCENT OF FULL CAPACITY 28.0
RAINFALL IN THIS PERIOD 0.00
TOTAL RAINFALL SEASON TO DATE 0.00
THIS YEAR THIS MONTH, LAST YR.

DEGREES IN FAHRENHEIT 88 - 55.6 101-56
Updates will be provided if any errors are identified.

AVERAGE 71.8 73

REMARKS
City of Napa Water Delivery: RPS producing an average of 0.95 MG/day during September 2022.

Agenda Item #7.2.

Report to the City Council
Regular City Council - 25 Oct 2022
Agenda Section: CONSENT ITEMS
Subject: Consideration and proposed approval of a resolution approving the Professional Services Agreement with Joe
Branum Tree Care Inc. in an amount not-to-exceed $35,690.00 for the removal of 12 dead and failed trees in the St. Helena Flood Project to mitigate fire danger and create defensible space adjacent to the western border of the Vineyard Valley Mobile Home Park and the City of St. Helena's Flood Control Pump Site.

CEQA
Determination:

Negative Declaration
Prepared By: Clayton Church, Public Works Operations Manager Reviewed By: Joseph Leach, Public Works Director and City Engineer Approved By: Anil Comelo, City Manager

BACKGROUND
On September 27, 2020, the City of St. Helena (“City”) proclaimed the existence of a local emergency due to the rapid and continuing progression of the Glass Fire which affected both Napa and Sonoma Counties.

The Glass Fire burned near the City’s eastside City limit approaching the Silverado Trail near Vineyard Valley Mobile Home Park (VVMHP). In addition, the fire was in proximity the City maintained land known as Flood Control Project. The St. Helena Control Flood Control Project encompasses an area of approximately 12.5 acres. The area is composed of a riparian area that is nearest to the Napa River and Sulphur Creek. The riparian area contains native and non-native grasses, trees, and shrubs.

Since the completion of the Flood Project staff has conducted work to maintain the conservation easement with the Napa Valley Land Trust and agreements with California Agenda Item #7.3.

Fish and Wildlife. Staff has conducted such work with City Staff and with assistance from contractors. This work entailed weed abatement and removal of invasive species.

After the Glass Fire, City staff, including Operations Manager and Fire Chief, met with California Fish and Wildlife to discuss fire fuel management in this area. The recommendation was made to City staff for additional fuel reduction in this area. This entailed expanding the weed abatement areas and the removal of dead trees that could potentially pose a fire threat due to the proximity to the western side of VVHMP. Staff conducted a tree report in the area corroborating the findings made by the Operations Manager and Fire Chief. Staff identified 12 trees that were dead and or in major decline.

Their removal would be essential in the fuel reduction and managing the tree stand adjacent to VVHMP.

DISCUSSION
City Staff began to conduct vegetation abatement in coordination with California Department of Fish and Wildlife (CDFW) in the area commonly known as the St Helena Flood Project in Fall of 2021 in preparation for the 2022 Fire Season. The work consisted of mowing, weed eating, and invasive plant removal. This work is permitted under the current Routine Maintenance Agreement (RMA) with CDFW and Conservation Easement (CE) with the Napa County Land Trust. The work for the removal of the 12 dead trees is not included in the scope of the RMA or CE but is complementary to this work. Staff conducted a site walk with CDFW and SHFD to discuss the need for fuel reduction and removal of dead and failed trees in the area commonly known as the Flood Project. The outcome of the meeting resulted in concurrence from CDFW that proposed work of weed abatement along the bank adjacent to the flood wall and removal of dead and failed trees would not require further permitting as it did not significantly impact CDFW jurisdictional areas, work is proposed in flood plain at the very top of the riverbank and does not extend into the wetted bed or river channel. Staff identified 12 dead and failed trees for removal adjacent to the flood wall on the western perimeter of the Vineyard Valley Mobile Home Park.

City staff requested quotes from Pacific Tree Care, Signature Tree Solutions, and Joe Branum Tree Care, Kelly's Tree Service, and Greenfield Tree Service. All 5 vendors were invited to attend site visits to discuss scope of work and 3 contractors provided quotes. A summary of the quotes is provided in the following table:

Vendor Total Cost
Pacific Tree Care $36,639.15
Signature Tree Solutions No proposal submitted
Joe Branum Tree Care Inc. $35,690.00
Kelly's Tree Service No proposal submitted
Greenfield Tree Service $35,000.00*
Britton Tree Services Inc. $44,620.00
*While the lowest bidder, this application was deemed incomplete by staff.

Agenda Item #7.3.

Based on quotes received, staff recommends City Council adopt a resolution approving a Professional Services Agreement with Joe Branum Tree Care in an amount not-toexceed $35,690.00 for the removal of 12 dead and failed trees in the St. Helena Flood Project to mitigate fire danger and create defensible space adjacent to the western border of the Vineyard Valley Mobile Home Park and the City of St. Helena's Flood Control Pump Site.

FISCAL IMPACT
The fiscal impact of the Professional Services Agreement is for a not-to-exceed amount of $35,690.00. Funds for this project were included in the FY 2022-23 Adopted budget.

RECOMMENDED ACTION
Approval of the resolution.

ATTACHMENTS
Atttachment 1 - Notice of Exemption
Attachment 2 - Resolution
Attachment 3 - Site map_ VVMHP tree removals 09.12.2022 Agenda Item #7.3.

nln Kn: :

L__._._...

Notice of Exemption Appendix E
To: Ollice of Planning and Research From: (Public Agency): City °f 5'' He'e"a PO. BOX3044, Room 113 1572 Railroad Avenue
Sacramento, CA 95312-3044
St. Helena’CA 94574
County Clerk
gcgméyojiglglapa (Address) OX Napa. CA 94559-0298
Project Title. Vineyard Valley Flood Wall Fire Abatement - Dead Tree Removal Project Applicant City of St. Helena Public Works Department, 1572 Railroad Avenue, St. Helena.CA Project Location- Specific:

Tree removal located in open space between a ?ood wall and the Napa River adjacent to the Vineyard Valley Mobile Home Park. 38.511424, 121458258, St. Helena, CA,94574.

Project Location City: S"He'e"a Project Location County’ Napa Description of Nature, Purpose and Beneficiaries of Project: Fireabatement work has occurred in this area since 2021 with close coordinationwith CDFWunder existing permits and agreements. The removal of 12 dead trees isimportant for fuel reduction and management in the area to protect area facilitiesand residences.

Name ol Public Agency ApprovingProject: City of St‘ Helena Name of Person or Agency Carrying Out Project: City °f St’ Hebna P"'b"° W°rks Exempt Status: (check one):

El Ministerial(Sec. 21080(b)(1); 15263);
El Declared Emergency (Sec. 210B0(b)(3); 15269(a));
El Emergency Project (Sec 210B0(b)(4); 15269(b)(c));
E Categorical Exemption State type and section number mass 1 Sec?on 15304 El Statutory Exemptions. State code number.

Reasons why project is exempt
Thisremoval is consistent and complementarywith the current Routine Maintenance Agreement forthe area.

Thisproject is exempt due to minor alterations being the removal of dead trees for the purposes of ?re abatement and fuel management in the vicinity of structures and residences.

Lead Agency Contact Person‘ E"° Janze” Area Code/'|' e ephone/Extension: 7°7'204'9O84 It tiled by applicant: 1. Attach certilied document of exempt on t nd ng. 2. Has a Noti e of Exe tion been tiled by the public agency approving the project?_ E Yes El No Signamez Date: 10/12/2022 -rue: Assistant Director PW E Signed by Lead Agency E Signed by Applicant Authoritycited Sections 21083 and 111 Pub Fl 5 C de D Fl eivedlor lilng at OPR Reference: Sections 21108 2115 a d 11521 P b R u d Iic euurces o
.,uIic aso rcesco e
20! I
Agenda Item #7.3.

CITY OF ST. HELENA
RESOLUTION NO. 2022-
Resolution approving a Professional Services Agreement with Joe Branum Tree Care Inc. for an amount not-to-exceed
$35,690.00 for the removal of 12 dead and failed trees in the St.

Helena Flood Project to mitigate fire danger and create defensible space adjacent to the western border of the
Vineyard Valley Mobile Home Park and the City of St. Helena's Flood Control Pump Site.

RECITALS
A. On September 27, 2020, the City of St. Helena (“City”) proclaimed the existence of a local emergency due to the rapid and continuing progression of the Glass Fire which affected both Napa and Sonoma Counties; and
B. Public Works identified the need for the need to remove 12 dead trees in the area of the area adjacent to the western border of the Vineyard Valley Mobile Home Park and the City of St. Helena's Flood Control Pump Site; and
C. On September 12 ,2022, the City requested quotes for removal of dead and failed trees, the area adjacent to the western border of the Vineyard Valley Mobile Home Park and the City of St. Helena's Flood Control Pump Site; and D. On October 14,2022, City staff received and reviewed three (4) quotes; and E. City staff found that Joe Branum Tree Care Inc. provided the lowest responsive and the best combination of qualifications, experience, and local knowledge for the project; and
F. Joe Branum Tree Care Inc. has the appropriate equipment and experience required to complete the project; and
G. Joe Branum Tree Care Inc. will meet the City’s insurance requirements; and I. Sufficient funding for services is available in the total approved operations budget for Fiscal Year 2022/23.

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

1. Approval a Professional Services Agreement with Joe Branum Tree Care Inc. for a total not-to-exceed amount of $35,690.00 for the removal of 12 dead and failed Agenda Item #7.3.

trees in the St. Helena Flood Project to mitigate fire danger and create defensible space adjacent to the western border of the Vineyard Valley Mobile Home Park and the City of St. Helena's Flood Control Pump Site.

2. Authorizing the City Manager to execute the agreement.

Approved at a Regular Meeting of the St. Helena City Council on October 25, 2022, by the following vote:

Mayor Ellsworth:

Vice Mayor Dohring:

Councilmember Chouteau:

Councilmember Hall:

Councilmember Hardy:

APPROVED: ATTEST:
___________________________ ___________________________ Geoff Ellsworth, Mayor Cindy Tzafopoulos, City Clerk
Agenda Item #7.3.

Agenda Item #7.3.

Report to the City Council
Regular City Council - 25 Oct 2022
Agenda Section: CONSENT ITEMS
Subject: Consideration and Proposed Approval of a Resolution: (1) Approving an agreement with Baker Tilly US, LLC in an
amount not-to-exceed $62,900 for Long-Range Financial
Planning, (2) Approving a budget increase of $62,900 to 101- 4200-2145, and (3) Use of General Fund Balance of $62,900.

CEQA
Determination:

Not a CEQA project
Prepared By: April Mitts, Assistant City Manager
Reviewed By: Anil Comelo, City Manager
Approved By: Anil Comelo, City Manager

BACKGROUND
Recognizing the deterioration of the City's assets, the City Council set in motion a series of studies, working committees, and reports to categorize assets, provide cost estimates for replacement/repair, and develop funding strategies for the replacement/repair of assets/infrastructure. Combined, there is an estimated $155 million in Capital Improvement Plan (CIP) projects identified over the next 30-years in the following categories: Streets, Storm-drain, Water, Wastewater, and Civic facilities.

Similar to infrastructure, there has been underfunding over several years as it relates to City staffing which has resulted in reduced staffing and compensation being below market. The reduced level of staffing has resulted in delays in responding to customer calls/service requests, the inability of staff to complete projects in a timely fashion, high employee turnover, and low staff morale. While monetary compensation is a factor, another challenge includes right-sizing the organization to provide excellent customer service and having the appropriately skilled staff in place to accomplish the City Council directed goals and accumulated workplan. The pent-up work plan includes staffing to oversee the many infrastructure projects noted above. As a first step in addressing compensation deficiencies, City Council recently approved three year agreements with Agenda Item #7.4.

SHEA, POA, and the unrepresented executive and management employees affording for salary increases to get employees to 95% of market median. Executive staff had believed the this benchmark which included a guaranteed increase of 5% in FY 2022 plus an equity adjustment for classifications that were below the target, would be sufficient to achieve competitive parity with other agencies. Unfortunately, other agencies, responding to surging inflation, have given even higher increases, thus effectively negating the impact of the City's base salary increases. Without sufficient numbers of staff who receive competitive compensation, there will continue to be staff turnover, lack of progress on projects, and other service impacts. So, while the base salary increases were a great first step, further compensation enhancement, as well as increases in the number of employees, will need to be part of the long-term strategy to retain staff, recruit qualified employees, and ensure staffing stability. Therefore, additional investment is needed to address both infrastructure and staffing deficiencies.

On May 31, 2022, the City's Long-Range Financial Forecast (LRFF) was presented to the City Council. The LRFF provides current and long-range financial assessment of General Fund revenues, expenditures, fund balance, and emergency reserves. The objective is provide early financial assessment, identify any significant issues to be addressed, is updated annually, and illustrates trends over the next 10 years based on a series of assumptions.

DISCUSSION
As a follow-up/next step to the LRFF, staff committed to the development of a LongRange Financial Plan (LRFP). The LRFP is intended to manage the City's financial integrity, including through a recession, while maintaining the high level of services and providing funding towards critical infrastructure. It will assist in aligning financial capacity with long-term service objectives and will address key financial strategy areas including:
• Ensure adequate funding for designed services
• Manage ongoing operating expenditures
• Provide for pensions and other long-term obligations
• Provide for contingencies
• Provide for capital improvements
• Maintain sufficient cash flow
Long-Range Financial Plan considerations include:
• Staffing and employment costs
• Consideration of a two-year operating budget cycle
• Efficiencies achieved by shared services agreements
• Potential public/private partnerships
• Revenue increases
Over the past few months, City Manager Comelo and Assistant City Manager Mitts have engaged in conversations with Management Partners (now merged with Baker Tilly US, LLC) regarding the development of a comprehensive Long Range Financial Plan.

Agenda Item #7.4.

Baker Tilly, has provided the City with a proposal that will provide independent review of the existing LRFF, make recommendations to expand the existing LRFF to encompass the City's long-range capital investment needs, and address future operational needs.

This will then lead into the identification of budget strategies, such as revenue enhancements and cost efficiency options, that will support the City's fiscal sustainability efforts to ensure that its operational and long-term capital infrastructure investment needs are funded.

This work will conclude with a presentation at the City Council and will include a report on a menu of budget/revenue strategy options that could be considered. Depending on Council feedback when the reports are presented, the City may engage Baker Tilly in an additional optional activity that will prepare detailed analysis on Council selected budget strategies. If it is determined the additional activity is desired, a contract amendment and budget adjustment will be brought to City Council for approval.

FISCAL IMPACT
The fiscal impact for the approval of the agreement is $62,900. This amount was not included in the FY 2022-23 adopted budget and requres a budget adjustment of $62,900 and use of General Fund fund balance of the same. Below is a summary of the impact on the Net Position:

General Fund Estimated Unassigned Net Position - 6/30/23 Revised Estimated Unassigned Net Position 8,914,580
Percent of Expenses Based on Total Net Position 47%
WWTP Contingency (Interfund Loan, if needed) (2,000,000) Revised Estimated Unassigned Net Position 6,914,580
Percent of Expense Based on Total Net Position 37%

RECOMMENDED ACTION
Approve the attached resolution.

ATTACHMENTS
Attachment 1 - PSA Baker Tilly US, LLC 102522 LRFP
Attachment 2 - Resolution -Baker Tilly Agreement
Agenda Item #7.4.

Bakertilly LRFP 102522

AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on October 14, 2022, by and between the City of St. Helena, located in the County of Napa, State of California (City), and Baker Tilly US, LLC (Consultant).

RECITALS:

A. City desires to employ Consultant to furnish professional services in connection with the project described as Long-Range Financial Planning.

B. Consultant has represented that Consultant has the necessary expertise, experience, and qualifications to perform the required duties.

NOW, THEREFORE, in consideration of the mutual premises, covenants, and conditions herein contained, the parties agree as follows:

SECTION 1 – BASIC SERVICES
Consultant agrees to perform the services set forth in Exhibit A, “Scope of Services” and made part of this Agreement.

SECTION 2 – ADDITIONAL SERVICES
Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement that are in addition to or outside of those set forth in this Agreement or Exhibit A, “Scope of Services” (the “Services”), unless such additional Services and compensation are authorized in advance and in writing by the City Council or City Manager of the City.

SECTION 3 – TIME FOR COMPLETION
The time for completion of Services shall be as identified in Exhibit A, “Scope of Services”. The parties expressly agree that time is of the essence in the performance of this Agreement.

SECTION 4 – COMPENSATION AND METHOD OF PAYMENT
A. Subject to any limitations set forth in this Agreement, City agrees to pay consultant the amount specified in Exhibit A, “Compensation” attached hereto and made a part hereof. Total compensation shall not exceed $62,900.00 unless additional compensation is approved in accordance with Section 2.

B. Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories if applicable: labor (by sub-category), travel, materials, equipment, supplies, subconsultant contracts, and miscellaneous expenses. Each original invoice furnished shall include the expenses incurred during the preceding month. City shall independently review each Agenda Item #7.4.

Bakertilly LRFP 102522
invoice submitted to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. If no charges or expenses are disputed, the invoice shall be approved, and City will use its best efforts to cause Consultant to be paid within 30 days of receipt of invoice. If the City disputes any charges or expenses, the City will return the original invoice to Consultant for correction and resubmission. If the City reasonably determines, in its sole judgment, that the invoiced charges and expenses exceed the value of the Services performed to date and that it is probable that the Agreement will not be completed satisfactorily within the contract price, City may retain all or a portion of the invoiced charges and expenses. Within thirty (30) days of satisfactory completion of the project, City shall pay the retained amount, if any, to Consultant.

C. Payment to the Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

SECTION 5 – STANDARD OF PERFORMANCE
A. Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services described herein. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons in the same or similar geographical area engaged in providing Services similar to those required of Consultant under this Agreement.

B. In order to induce City to enter into this Agreement, Consultant represents that it is duly organized, existing and in good standing under applicable state law; Consultant is licensed to perform all aspects of the Services; Consultant will employ only persons and Subconsultants with all required licenses and certifications; that Consultant is duly qualified to conduct business in the State; that Consultant has duly authorized the execution, delivery and performance of this Agreement and the Services to be performed herein; and that the Agreement does not violate or create a default under any instrument, agreement, order or decree binding on Consultant.

SECTION 6 – INSPECTION AND FINAL ACCEPTANCE
City may inspect and accept or reject any of Consultant’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Consultant’s work within sixty (60) days after submitted to City, unless the parties mutually agree to extend such deadline. City shall reject work by a timely written explanation, otherwise Consultant’s work shall be deemed to have been accepted. City’s acceptance shall be conclusive as to such work except with respect to latent defects and fraud. Acceptance of any of Consultant’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, the sections pertaining to indemnification and insurance.

Agenda Item #7.4.

Bakertilly LRFP 102522
SECTION 7 – INSURANCE REQUIRED
Consultant shall procure and maintain for the duration of the contract 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 the Consultant, 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. Consultant 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: $2,000,000 per accident for bodily injury or disease.

C. Professional Liability Insurance. When Consultant under this Agreement is duly licensed under California Business and Professions Code as an architect, landscape architect, environmental engineer or other professional engineer, or land surveyor (“design professional”), Consultant shall maintain at least $2,000,000 of professional liability insurance. When Consultant is not a design professional, Consultant shall maintain at least $1,000,000 of professional liability insurance combined single limit for each occurrence, insuring against professional errors and omissions in the Services performed by Consultant under this Agreement, including, without limitation, claims for negligence, misrepresentation, violation of good faith and fair dealing, and inaccurate advise arising out of, resulting from, or in connection with Services performed by Consultant under this Agreement.

D. Excess Limits. If Consultant maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

E. Primary Coverage. For any claims related to this contract the Consultants insurance coverage shall be primary insurance as respects to City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Consultants insurance and shall not contribute with it.

Agenda Item #7.4.

Bakertilly LRFP 102522
F. 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.

G. 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 Consultant or Consultant’s subconsultants; or automobile owned, leased, hired or borrowed by the Consultant.

2. For any claims related to Consultant’s conduct while performing the work of this project, the Consultant’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 Consultant’s insurance and shall not contribute with it.

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.

H. Waiver of Subrogation. Consultant’s commercial general liability, automobile liability, workers’ compensation, and employer’s liability policies shall 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.

I. 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.

J. Verification of Coverage. Consultant 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 8 – INDEMNIFICATION
A. To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), as may be applicable, Consultant shall indemnify, defend, and hold harmless City, its agents, officers, officials, employees, representatives, and volunteers from any and all claims, demands, suits, loss, damages, injury, and/or liability (including any and all costs and expenses in connection therewith, including legal fees and expert witness costs) Agenda Item #7.4.

Bakertilly LRFP 102522
(collectively, “Liabilities”), incurred by reason of any negligent or otherwise wrongful act or omission of Consultant, its officers, agents, employees, subconsultants, and subcontractors, or any of them, under or in connection with this Agreement; and Consultant agrees at its own cost, expense and risk to defend any and all claims, actions, suits, or other legal proceedings brought or instituted against City, its agents, officers, officials, employees and volunteers, or any of them, arising out of, pertaining to, or relating to such negligent or otherwise wrongful act or omission, and to pay and satisfy any resulting judgments.

B. When Consultant under this Agreement is duly licensed under California Business and Professions Code as an architect, landscape architect, professional engineer, or land surveyor (i.e., a “design professional,” pursuant to Civil Code § 2782.8(c)), the provisions of this section regarding Consultant’s duty to defend and indemnify apply only to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant.

C. If any action or proceeding is brought against Indemnitees by reason of any of the matters against which Consultant has agreed to indemnify Indemnitees as provided above, Consultant, upon notice from City, shall defend Indemnitees at Consultant’s expense by counsel acceptable to City, such acceptance not to be unreasonably withheld. Indemnitees need not have first paid for any of the matters to which Indemnitees are entitled to Indemnification in order to be so indemnified. The insurance required to be maintained by Consultant shall ensure Consultant’s obligations under this section, but the limits of such insurance shall not limit the liability of Consultant hereunder. The provisions of this section shall survive the expiration or earlier termination of this Agreement.

D. The provisions of this section do not apply to claims to the extent occurring as a result of the City’s sole negligence, active negligence, or willful acts or misconduct.

E. Duty to Cooperate. Each party shall notify the other party immediately in writing of any claim or damage related to activities or Services performed under this Agreement. The parties shall cooperate with each other in the investigation and disposition of all Liabilities arising out of the activities or Services under this Agreement.

F. In the event that Consultant executes any subconsulting agreements in connection with the Services performed under this Agreement, Consultant shall place in all such subconsulting agreements, and cause its subconsultants to agree to, the indemnity and insurance obligations in favor of City and other Indemnitees, as provided herein, in the exact form and substance of those contained in this Agreement.

SECTION 9 – INDEPENDENT CONTRACTOR STATUS
A. Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. 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.

B. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City, nor any Agenda Item #7.4.

Bakertilly LRFP 102522
elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Consultant or any of Consultant’s officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees or agents are in any manner officials, officers, employees or agents of City.

C. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.

SECTION 10 – CONFLICTS OF INTEREST AND ANTI-FRAUD AND ANTICORRUPTION POLICIES 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 anticorruption 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) / subconsultant(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 will cooperate in any fraud or corruption investigation conducted, with respect to Consultant’s service provided pursuant to this Agreement.

SECTION 11 – OWNERSHIP OF DOCUMENTS
A. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant in the course of providing any Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Consultant. When requested by City, but no later than three years after project Agenda Item #7.4.

Bakertilly LRFP 102522
completion, Consultant shall deliver to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.

B. All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, improvements, developments, works of authorship, or other products developed or created by Consultant during the course of providing Services (collectively the “Work Product”) shall belong exclusively to City. The Work Product shall be considered a “work made for hire” within the meaning of Title 17 of the United States Code. Without reservation, limitation, or condition, Consultant hereby assigns, at the time of creation of the Work Products, without any requirement of further consideration, exclusively and perpetually, any and all right, title, and interest Consultant may have in the Work Product throughout the world, including without limitation any copyrights, patents, trade secrets, or other intellectual property rights, all rights of reproduction, all rights to create derivative works, and the right to secure registrations, renewals, reissues, and extensions thereof.

SECTION 12 – CONFIDENTIAL INFORMATION; RELEASE OF

INFORMATION
A. All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.

B. Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement.

Response to a subpoena or court order shall not be considered “voluntary” provided consultant gives City notice of such court order or subpoena.

C. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Consultant’s conduct.

D. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite such response.

Agenda Item #7.4.

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SECTION 13 – SUSPENSION OF WORK
City may, at any time, by ten (10) days written notice suspend further performance by Consultant. All suspensions shall extend the time schedule for performance in a mutually satisfactory manner and Consultant shall be paid for Services performed and reimbursable expenses incurred prior to the suspension date.

SECTION 14 – COMPLIANCE WITH LAW
Consultant shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Consultant shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Consultant to comply with this section.

SECTION 15 – COMPLIANCE WITH CIVIL RIGHTS
During the performance of this contract, Consultant agrees as follows:

A. Equal Employment Opportunity. In connection with the execution of this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, color, ancestry, age, sexual orientation, gender, gender identity and gender expression as protected categories specifically and expressively in that category, physical handicap, medical condition, marital status, sex, or national origin. Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training including apprenticeship.

B. Nondiscrimination Civil Rights Act of l964. Consultant will comply with all federal regulations relative to nondiscrimination to federally-assisted programs.

C. Solicitations for Subcontractors including Procurement of Materials and Equipment.

In all solicitations, either by competitive bidding or negotiations, made by Consultant for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor, supplier, or lessor shall be notified by Consultant of Consultant’s obligations under this Agreement and the regulations relative to nondiscrimination.

SECTION 16 – AUDIT AND INSPECTION OF RECORDS
A. Records of Consultant’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this Agreement will be kept on a generally recognized accounting basis and made available to City if and when required for a period of up to 3 years from the date of Consultant’s final invoice.

B. Consultant shall maintain all documents and records prepared by or furnished to Consultant during the course of performing the Services for at least three (3) years following completion of the Services. Such records include, but are not limited to, correspondence, Agenda Item #7.4.

Bakertilly LRFP 102522
internal memoranda, technical reports and investigations, calculations, books and accounts, accounting records documenting its work under its Agreement, and invoices, payrolls, records and all other data related to matters covered by this Agreement.

C. Consultant shall permit City to audit, examine and make copies, excerpts and transcripts from such records, and the Consultant shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any matter whatsoever for three (3) years after City makes the final or last payment or within three (3) years after any pending issues between City and Consultant with respect to this Agreement are closed, whichever is later.

SECTION 17 – LIMITATION OF LIABILITY
A. Consultant agrees that any liability of City arising in connection with this Agreement shall be limited exclusively to the City-entity identified as the “City” under this Contract. Under no circumstance shall any other City-entity be liable to Consultant under any theory, whether in contract, tort, or otherwise, and Consultant waives unconditionally any such claims. Consultant hereby waives and release other City-entites from any liability under this Agreement.

B. Notwithstanding any other provision of this Agreement, in no event shall City be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with this Agreement or the Services performed hereunder.

SECTION 18 – COOPERATION BY CITY
All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Exhibit A, “Scope of Services”, shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement.

SECTION 19 – NOTICES
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by facsimile, first class mail, or email addressed as follows:

To City: City Manager
1480 Main Street
St. Helena, California 94574
To Consultant: Baker Tilly US, LLC
Nancy Hetrick, Managing Director
[email protected]
267 E. Campbell Ave., Suite 200
Campbell, CA 95008
1-408-385-3400
Agenda Item #7.4.

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Notice shall be deemed effective on the date personally delivered or transmitted by facsimile, or, if mailed, three (3) days after deposit in the custody of the U.S. Postal Service.

SECTION 20 – TERMINATION
A. City may terminate this Agreement, with or without cause, at any time by giving ten (10) days written notice of termination to Consultant. If such notice is given, Consultant shall cease immediately all work in progress.

B. If either Consultant or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this Agreement immediately upon written notice.

C. Upon termination of this Agreement by either Consultant or City, all property belonging to City which is in Consultant’s possession shall be delivered to City. Consultant shall furnish to City a final invoice for work performed and expenses incurred by Consultant, prepared as set forth in this Agreement.

SECTION 21 – ATTORNEYS’ FEES
If litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorneys’ fees, costs and expenses, in addition to any other relief to which it may be entitled. In addition, any legal fees, costs and expenses incurred to enforce the provisions of this Agreement shall be reimbursed to the prevailing party.

SECTION 22 – ENTIRE AGREEMENT
This Agreement, including the attached Exhibits, is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Consultant and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding unless in writing duly executed by the parties or their authorized representatives.

SECTION 23 – SUCCESSORS AND ASSIGNS
This Agreement shall be binding on the heirs, executors, administrators, successors and assigns of the parties. However, this Agreement shall not be assigned by Consultant without written consent of the City.

Agenda Item #7.4.

Bakertilly LRFP 102522
SECTION 24 – CONTINUITY OF PERSONNEL
Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff assigned to perform the Services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff assigned to perform the Services required under this Agreement, prior to any such performance.

SECTION 25 – DEFAULT
In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default and may terminate this Agreement immediately by written notice to Consultant.

SECTION 26 – WAIVER
Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or Services by Consultant shall not constitute a waiver of any of the provisions of this Agreement.

SECTION 27 – LAW TO GOVERN; VENUE
This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Napa. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Northern District of California, in San Francisco.

SECTION 28 – SEVERABILITY
If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).

SECTION 29 – THIRD PARTY BENEFICIARIES
Consultant’s subconsultants shall agree to be bound to the terms of the Agreement to the extent of their scope of Services, including but not limited to, terms regarding indemnity and dispute resolution, and shall agree that City is deemed an express third party beneficiary of their subconsultant agreements. Nothing contained in this Agreement, however, shall operate to confer such or similar rights or benefits on persons or entities not party to this Agreement.

Agenda Item #7.4.

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SECTION 30 – STATUTES OF LIMITATION
As between the parties to this Agreement, any applicable statute of limitations for action arising out of, pertaining to, or relating to any act or failure to act in connection with this Agreement shall commence to run on the date of City’s issuance of the final Certificate for Payment, or termination of this Agreement, whichever is earlier, except for latent defects and/or deficiencies, for which the applicable statute of limitation shall begin to run upon discovery of the defect and/or deficiency and its cause.

SECTION 31 – SPECIAL PROVISIONS
This Agreement is subject to the following special provisions: none.

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.

Consultant: City:

By: ________________________________ By: ________________________ Name: ______________________________ Name: Anil Comelo
Title:________________________________ Title: City Manager Approved as to Form:

By: _________________________________
Name: Ethan Walsh
Title: City Attorney
Agenda Item #7.4.

1 October 14, 2022
Mr. Anil Comelo
City Manager
City of St. Helena
1572 Railroad Avenue
St. Helena, CA 94574
Dear Mr. Comelo:

Baker Tilly x Management Partners is pleased to provide this revised proposal based on Nancy Hetrick’s and Steve Toler’s meeting with you and April Mitts on October 10, and our follow up conversation with Ms. Mitts on October 13. We will assist the City of St. Helena by reviewing your long-range financial forecast, assessing capital and operational resource gaps, and identifying fiscally sustainable budget strategies that will support the City’s ability to meet operational and capital investment needs. Our team members have provided similar assistance for a range of California cities and towns such as Windsor, Goleta, San Rafael, Tracy, Scotts Valley, San Leandro, and Hayward.

About Management Partners (now combined with Baker Tilly US, LLC) As you know, Management Partners was founded in 1994 with a specific mission to help local government leaders improve their service to the public. Since then, we have worked with cities, counties, towns, and special districts of all sizes across the United States to help them work more effectively and run more efficiently.

Effective October 1, 2022, Management Partners merged with Baker Tilly US, LLC. The combination with Baker Tilly expands the array of services and resources available for us to best serve our local government clients. You will receive the same level of expertise, support and partnership you have come to expect from Management Partners.

We offer a balance of perspectives with a practitioner’s bias and a proven track record of successful consulting engagements. This experience gives us a sensitivity that produces positive outcomes. We are proud to say that as a result of our quality work, many of our clients ask us to complete subsequent assignments.
 We Know Local Government. Our associates have served in local governments, so we have a deep understanding of the operating and political environments in which you work.  We Take a Collaborative Approach. We consider ourselves part of your team and strive to ensure our work supports your overall corporate strategy and goals.  We Have Extensive Experience. Each of our more than 100 associates is an expert in one or more service areas, and our firm has assisted hundreds of jurisdictions in 42 states.  We Have Developed Proven Methodologies. We understand the importance of a holistic approach to improving organizations, using field-tested methods for each aspect of the work.  Our Work Plan is Tailored to Your Needs. Each of our projects is individually tailored to our client’s unique needs, starting with a careful learning process.  We Take Pride in the Quality of Our Work. Our internal processes ensure first-rate, complete staff work and adherence to the highest of ethical standards in public service.

Baker Tilly US, LLP
267 E. Campbell Ave., Ste 200
Campbell, California 95008
+1 (408) 385-3400
bakertilly.com
Agenda Item #7.4.

City of St. Helena
October 14, 2022
2  We Are Focused on Implementation. As practitioners, our recommendations make practical sense and are able to be implemented.
 We Provide a Full Suite of Services. Management Partners’ services include everything required to support local government leaders, including organization assessments, performance management, process improvement, strategic planning, and financial planning, budgeting, and analysis.

Understanding of the Engagement
The City of St. Helena, located in Napa County, is facing financial pressures like many other California municipalities. The City provides a range of services including planning and community improvement, police, fire (staffed with full-time and on-call firefighters), public works, water and wastewater utilities, and community services to a population of approximately 5,500 residents and numerous businesses.

As a part of the FY 2021-22 budget, the City completed the California Municipal Financial Municipal Health Diagnostic, a tool designed to assist agencies with a fiscal evaluation. The assessment indicated that out of 14 financial health indicators, 9 were ranked healthy, three ranked as caution, and two - Capital Asset Condition and Service Level Solvency - as warning. As indicated in the budget document, this diagnostic tool is meant to serve as a ‘conversation starter’ for addressing the City’s fiscal health.

The City publishes in its budget document a long-range financial forecast for its General Fund that presents a ten-year forecast of revenue and expenditure trends. City staff also prepare a comprehensive 30-year capital improvement project (CIP) forecast to identify significant capital improvement investments ranging from roads, parks and facilities to water, wastewater and stormwater infrastructure. The City’s water rates are currently being evaluated, and another consulting firm is updating the water rate model for consideration by the City Council in the early Spring of 2023. City leaders are concerned about how to maintain existing service levels given existing staff capacity and planned infrastructure investments, which will require additional funding to complete.

We understand you are seeking assistance to independently review the existing General Fund financial forecast model and recommendations to expand the model to encompass its long-range capital investment needs and address anticipated future operational needs. This will then lead to the identification of budget strategies such as revenue enhancements and cost efficiency options that will support the City’s fiscal sustainability efforts to ensure that its operational and long-term capital infrastructure investment needs are funded.

Proposed Plan of Work
Based on our experience with financial modeling and fiscal sustainability planning, and our understanding of the needs of the City of St. Helena, we have prepared a plan of work to create a comprehensive analysis of revenue options available to the City. This framework is amenable to further refinements, based on your input.

Activity 1 – Start Project
We will begin the project by with a kickoff meeting with you, the Assistant City Manager, and others you may designate that will serve as the City’s project team. The project start-up activity forms the foundation of the relationship between Management Partners’ team and the City for this engagement. During this initial meeting, we will confirm project deliverables and due dates to ensure the project is completed on time and on budget and that our proposed scope of work is aligned precisely to meet your goals. We will have provided a data request prior to this meeting and will review the material collected by staff to identify any other data needs. We will then finalize the workplan.

Agenda Item #7.4.

City of St. Helena
October 14, 2022
3 Activity 2 – Gather Information
Next, we will initiate a careful learning phase to understand the City’s current fiscal status and environment. We will review multi-year budget information, including such items as revenue sources and amounts, expenditure allocations, long-range CIP projections, reserves, budgetary reductions and cost shifts that have been made to date, the local community, the City’s labor environment, and other relevant factors.

We will then review the current long-range financial forecast used to prepare the FY 2022-23 annual budget. We will rely on data used in preparing the financial forecast, which include the following:
 Revenue assumptions for the City’s significant revenue sources, including tax revenues (e.g., property, sales, and gas taxes), franchise fees, development review fees, utility revenue and any other significant revenue sources.
 Expenditure assumptions for the City’s significant expenditure categories, including salaries and benefits, services and supplies, capital outlay, debt service, interfund transfers, and the funding status of pension and other post-employment benefit obligations.  Fund balance/reserves analyses and amounts restricted or assigned for specific purposes in accordance with City Council policy and/or generally accepted governmental accounting standards.
 Economic assumptions used in preparing the long-range financial forecast, including revenue growth trends, compensation and benefits increases (especially medical and pension projections), inflationary cost impacts, historical and future projected recessionary impacts, development activity, and regional economic environmental assumptions.

This activity will include a series of up to six interviews and/or meetings with various staff members including the City Manager, Assistant City Manager, and members of the City’s leadership team to inform our review of the long-range fiscal model and to identify potential budget strategies to address the City’s long-term fiscal health.

Activity 3 – Conduct Preliminary Fiscal Gap Analysis of Unfunded/Underfunded Needs
During this activity, we will conduct a preliminary fiscal gap analysis to determine potential unmet needs that pose a future threat to the City’s long-range fiscal health and should be considered when seeking fiscal sustainability. We will rely on the City’s 30-year comprehensive CIP analysis that was reviewed and approved by the City Council earlier this year. That analysis incorporates the outcome of various studies and analyses conducted by the City related to such assets as civic facilities, recycled water, stormwater, streets, water and wastewater infrastructure. The City also has readily available actuarial studies on its CalPERS and other post employment benefit (OPEB) liabilities upon which we can rely to determine the funding needs of those obligations
We will conduct up to three additional interviews with your Public Works Director, City Engineer, and managers from parks and facilities maintenance, to inform this part of our analysis.

With this information, we will review the needs identified by the City in its CIP and pension/OPEB obligation analyses, determine if the obligations identified is complete based on our interviews with staff, and compare these funding requirements to available and projected funding resources based on the City’s long-range projections. These needs would then be incorporated into the City’s financial forecasts.

Including these unfunded or underfunded needs, even as broad estimates, will give City officials a more accurate picture of the City’s future costs and financial outlook, and will help decision-makers gain a Agenda Item #7.4.

City of St. Helena
October 14, 2022
4 thorough understanding of policy issues related to maintenance standards, service delivery expectation, and funding options to address the fiscal gaps.

Activity 4 – Analyze Financial Forecast and Provide Recommendations about Reserve Levels and Expanding the Forecast
During this activity, we will analyze the data we have gathered through documents and interviews. We will identify any significant historical trends that may inform the forecast of revenues and expenditures and determine if the General Fund forecast incorporates a comprehensive set of assumptions affecting the City’s financial capacity. This analysis will provide a sound basis for understanding the City’s financial ability to fund services and capital investments. We will discuss the results of our analysis with you and the project team to solicit your feedback and determine if additional analysis or information is required to substantiate the City’s current financial forecast.

A key component of any fiscal model is the assumptions relative to minimum and/or target reserve levels.

In the case of the General Fund, a minimum/target operating reserve should be established appropriate to the nature and seasonal fluctuations of cash flows of its revenue sources. It should be based on the nature and level of operating expenditures in the fund. For other funds such as Enterprise Funds (e.g., water, wastewater), such reserves would typically encompass operating as well as capital improvement needs. We will analyze the City’s various operating and capital funds and will provide recommendations regarding minimum/target reserve levels for each based on best practices and our experience with cities situated similarly to St. Helena’s operations.

We will also provide recommendations on how to expand the City’s financial forecasting tools to incorporate long-range capital asset investments that might be required outside of the existing ten-year window. We will not make any direct changes to the City’s existing model, but instead will provide input into how the model should be changed to reflect those long-term financial needs.

As this activity concludes, we will incorporate our analysis of unfunded/underfunded obligations from Activity 3 and rely upon City staff to generate updated long-range financial forecasts that include an updated view of the fiscal needs the City has relative to funding operational and capital investments during the forecast period. We will review the City’s updated/expanded forecast tools and provide coaching to City staff in finalizing those forecasts.

Any fiscal gaps that exist based on the updated forecast will be used as the basis for identifying the magnitude of the fiscal need and will serve as the basis for informing our analysis in the next activity regarding revenue and other financing options to address those needs.

Activity 5 –Analyze Data and Prepare Matrix of Budget Strategies Based on the results of Activities 3 and 4, we will identify historic trends and review the revised forecast, giving a comprehensive perspective of the factors affecting the financial capacity of the City. This analysis will provide a sound basis for understanding the City’s financial ability to fund services during the next ten years. It will serve as a starting point for understanding the revenue/expenditure gap that will need to be solved in developing a fiscal sustainability plan.

As we analyze the data and input gathered, and have a revised long-range forecast, we will identify budget optimization opportunities for the fiscal sustainability plan. As part of this analysis, we will:
 Assess the strategies used to-date to ascertain which have been most effective in reducing costs and increasing revenues, and
Agenda Item #7.4.

City of St. Helena
October 14, 2022
5  Identify budget balancing approaches that are being used by other municipalities in California and throughout the United States that may be appropriate for St. Helena.

Since we work with many cities, we have a robust knowledge base of alternative approaches that are being applied successfully in the current economic environment.

Identify Strategies. To organize our work, we will develop independent strategies grouped in three primary dimensions. When taken together, they comprise a range of alternatives for closing the deficit gap and creating a stabilized and sustainable budget that focuses on maintaining existing service levels and addressing capital investment needs. They are:

1. Revenue Enhancements. This involves identifying new revenue sources or enhancing/ increasing existing revenue sources based on best practices and comparisons with neighboring communities.

2. Expenditure Controls and Cost Shifts. This refers to strategies that cap or save expenditures by shifting costs either to other funds or to other service providers to reduce the cost of services borne by the City.

3. Capital Investment Strategies. This includes identifying options to reduce the lifecycle costs for implementing various capital improvement projects through analyses of pay-as-you-go versus debt financing strategies, value engineering efforts to reduce costs, and project deferrals through enhanced maintenance.

4. Service Delivery Model Changes. This includes looking at alternative, lower-cost service delivery approaches, such as shared services, outsourcing or insourcing with other agencies, public/ private partnerships, and contracting for services with private-sector service providers.

Since we assume that preserving service levels is a priority, our analysis will focus on the strategies identified above. To the extent that the combination of the three categories above is insufficient to address any noted fiscal gaps, we will identify potential high-level impacts that would need to be understood by decision-makers and stakeholders if establishing a sustainable balance between revenues and expenditures is not possible.

Prepare Matrix. Following our analysis of the data, we will develop a preliminary matrix of short- and long-term strategies to eliminate any identified structural fiscal gap. The initial matrix will be organized into the categories established above. It will include estimated timeframes (short- vs. long-term) and expected order-of-magnitude financial results.

We will meet with you and the project team to present our preliminary matrix of strategies. During this meeting, we will receive feedback and answer questions that will assist in identifying strategies to be analyzed in greater detail.

Activity 6 – Report Results
We propose to report our results in two phases, as described below.

Phase 1 – Presentation at the City Council Goal-Setting Workshop To inform the City Council’s planned goal-setting workshops in January 2023, we will prepare a slide deck presentation that will encompass three primary areas:

1. Overview of the existing financial forecasts that were presented as part of the FY 2022-23 annual budget adoption.

Agenda Item #7.4.

City of St. Helena
October 14, 2022
6 2. High-level summary of the work we performed that led to the updated and expanded financial forecasts prepared by the City, including the potential fiscal gaps that exist in funding the City’s operating and capital needs over the next ten years.

3. Overview of budget strategy options that may require consideration to address those fiscal gaps.

This overview will not present detailed analysis and recommendations of the budget strategies identified in the Budget Strategies Matrix in Activity 5, but rather will present an overview of the types of budget strategies that would need to be considered to address fiscal gaps in the longrange forecasts.

Phase 2 – Report and Presentation on Budget Strategy Options Next, we will prepare a project report that encompasses the analysis of various budget strategies that will address the long-term fiscal health of the City in addressing its capital and operational needs. The report will include the following:
 Overview of Budget Strategies Identified and Budget Strategy Packages. We will provide an overview of each of the strategies identified in Activity 5 above. They will be categorized as indicated in Activity 5, and include a summary description, the estimated fiscal impact, and brief comments regarding implementation considerations.
 Scenario Packages. The strategies will then be grouped into various scenario packages for consideration, ranging from revenue-centric to expenditure-focused and various combinations in between. This will assist decision-makers in considering and deciding on the right blend of revenue and expenditure options to be exercised as part of a fiscal sustainability plan.

We will present this project report to you and the project team for feedback. If additional analysis is needed, we will conduct it following that meeting. We will then finalize the memorandum and prepare a slide deck for presentation at a Council meeting that can be used to inform the FY 2023-24 budget adoption process.

Optional Activity – Prepare Detailed Analyses of Selected Budget Strategies The budget strategies in Activity 6 will be presented as a high-level overview. As an optional activity, we could perform a detailed analysis of up to 15 strategies selected by the City that offer the greatest potential for reducing the fiscal challenges indicated above. We would then identify the following information for each strategy:
 Description and rationale,
 Estimated fiscal impact,
 Potential for success using an evaluation matrix based on fiscal impact and implementation factors,
 Implementation schedule (short- vs. long-term), and
 Any one-time costs for implementation.

We will take care to qualitatively weigh the importance of various implementation barriers, using the evaluation matrix indicated above. Such barriers could range from relatively simple changes in policies or procedures to more complex contract, organizational or policy changes. The differences in barriers are likely to dictate both the timeframe and the priority for each strategy, as well as the degree of difficulty to implement.

If this optional activity is desired, the detailed analysis would be conducted as part of Activity 6 and incorporated into the final report as an attachment.

Agenda Item #7.4.

City of St. Helena
October 14, 2022
7 Project Team
Baker Tilly x Management Partners has a strong project team that is well-qualified to complete this work for the St. Helena. Steve Toler will serve as project director, overseeing the substantive work of the project with responsibility for reviewing and approving all deliverables. Sam Lieberman will serve as project manager and will be responsible for execution of the project. They will be assisted by Nancy Hetrick, John Stufflebean, Craig Bronzan, Steve Mermell and Jessica Oliphant. Brief qualifications for each team member are summarized below.

Steve Toler, Director  Experienced in budgeting and revenue forecasting, financial management and reporting, accounting, purchasing, information technology management, water and wastewater rate modeling, regional shared services planning, organizational development and training, labor relations and negotiations, business continuity planning, risk management, economic development and redevelopment, tax ballot measures, and public engagement.
 Joined our team after spending nearly 20 years in local government public service working for the cities of Cupertino, Foster City and Millbrae, California.  Has led over a dozen fiscal planning efforts for cities and special districts. These have all involved the construction of interactive fiscal models. The models include a dashboard which quickly displays key fiscal indicators such as fund balance, annual deficit or surplus and where all key assumptions are displayed and can be varied.
 As budget director of Foster City, he implemented collaborative approaches with departments to prepare their operating budgets and five-year financial plans and capital improvement plans. He performed the personnel, services and supplies, and capital outlay analyses required to ensure a more realistic need for budgeted resources to help departments achieve the City Council’s goals.
 Serves clients across the Pacific Northwest and West Coast, including recent fiscal model and sustainability planning engagements for the cities of El Cerrito, Scotts Valley, Tracy, Union City, the town of Windsor, and the Hayward Area Recreation District in California, as well as the city of Tigard, Oregon and the cities of Newcastle, Kenmore and Sammamish in King County, Washington.

Sam Lieberman, Senior Manager  Conducts complex financial and operational analyses to support many different types of clients including organization reviews, process improvement studies, service sharing projects, and financial planning and budgeting studies.
 Facilitates strategic planning and process improvement workshops, develops and analyzes strategic planning community input surveys and employee satisfaction and internal services surveys, conducts research and analyses, assists in the development of performance measurement systems, and directs benchmarking research.
 Assisted with the development of fiscal forecasting models for Scotts Valley and Hayward Area Recreation District in California; Montgomery, Ohio; Portland Community Reinvestment Initiatives, Oregon; Sunbury,Pennsylvannia; and Sammamish, Washington.

Agenda Item #7.4.

City of St. Helena
October 14, 2022
8  Co-authored an article on how government can take advantage of data analytics programs that appeared in PM Magazine.

Nancy Hetrick, Managing Director  Experienced local government professional with over 25-years of local government and consulting experience.
 Has successfully completed hundreds of consulting engagements for local government clients including in the areas of strategic planning, organization design, workforce and succession planning, performance management, and all forms of teambuilding.
 Seasoned facilitator with expertise in teambuilding, strategic planning, and governance engagements for both appointed and elected teams.  Worked for the County of San Mateo where she oversaw budget and administrative activities of the criminal justice departments and led the countywide Outcome-Based Management program on behalf of County leadership.
 Certified to administer the Myers-Briggs Type Indicator (MBTI), DiSC, and other assessment tools.

John Stufflebean, External Consultant  More than 36 years of experience in local government, including 24 years as a department head, primarily in public works.
 Served as director of environmental services for the cities of Sunnyvale and San Jose, California, overseeing wastewater collection and treatment, water supply, watershed protection, waste management, environmental policy, and the business administration of the utilities.  Supervised a staff of more than 500 employees in San Jose and an annual budget of $250 million. In Sunnyvale supervised a staff of 115 with an annual budget of $125 million.
 Also served as director of environmental management for the City of Kansas City, Missouri; director of solid waste management in Maricopa County, Arizona; and solid waste manager in Pima County, Arizona.
 After retiring from the City of Sunnyvale in 2016, served as a sustainability consultant to four organizations in Australia. Registered professional engineer.

Craig Bronzan, External Consultant  More than 36 years of full-time experience in parks, recreation, and community services.
 Since joining our team, Craig has helped complete organization assessments, provide management services, advise on contracting for park and recreation services, and develop strategic plans related to recreation, parks and community services. He provides coaching and mentoring assistance to agencies and staff members related to professional growth.
 Started his career in the City of Escalon where he served as the first recreation director. He was then hired by the City of Turlock and spent over 14 years being responsible for traditional park Agenda Item #7.4.

City of St. Helena
October 14, 2022
9 and recreation services and programs, including the Parks and Recreation and Arts Commissions. When the parks and recreation function was merged into the Police Services Department, Craig became responsible for prevention services, neighborhood associations, animal control, grants, code enforcement, the Police Activities League, and the records division as Custodian of Records.
 Craig then became parks and recreation director for the City of Brentwood, with an annual budget of over $17 million and 26 full-time staff and over 200 part-time/seasonal employees.

During that time, he was responsible for the construction of 58 parks, a full aquatic complex, a 38-acre sport facility, two community centers, a dog park, a skate/BMX park, five joint use gymnasiums with the two local school districts, and a joint use Olympic size aquatic facility at Heritage High School.
 Among the jurisdictions he has assisted are the County of Monterey; Hayward Area Recreation and Park District (HARD); Mid-Peninsula Open Space District; the California cities of Stockton, Tracy, Riverside, Benicia, San Jose, Mission Viejo, San Luis Obispo, Scotts Valley and Chula Vista; and Oakland Park, Florida.
 Craig has been active and served on policy boards of the California Park and Recreation Society, National Recreation and Park Association, and the League of California Cities Community Services division. He is also a former two-time chair of the Pacific Southwest Maintenance Management School and continues to serve in a Regent Emeritus capacity with the school.

Steve Mermell, External Consultant  More than 30 years of local government experience, including service as a city manager, assistant city manager, finance director, as well as a variety of other management positions.
 Expert in local government financial management; developed and implemented strategies to address structural budget deficits.

Developed a funding plan to address a $150 million unfunded pension liability. During the 2009 financial crisis, managed the refinancing of $270 million in auction-rate certificates.
 Successfully obtained voter approval for tax measures related to an increase in local sales tax, cannabis regulation and taxation, a special tax to support library operations, and continuation of annual transfers from power utility fund to the city’s general fund.  As assistant city manager restructured the Pasadena Public Health Department; eliminated millions of dollars of annual losses by shifting clinical programs to non-profit partners while improving service delivery. As city manager oversaw departments’ responses to the COVID-19 pandemic.

Jessica Oliphant, Consultant  Experienced in many facets of local government management, including budget preparation and analysis, process improvement, community engagement, and understanding the fiscal impacts of policy changes.  Served as a budget analyst in the Finance Department of the City of Kansas City, Missouri and was a Cookingham-Noll City Management Fellow in Kansas City’s City Manager’s Office. Duties included analyzing large fiscal datasets, developing fixed cost rates, Agenda Item #7.4.

City of St. Helena
October 14, 2022
10 analyzing historical budget trends, and improving the process of applying to the City’s Board and Commissions.
 Assisted with the development of fiscal forecasting models for the Hayward Area Recreation District and town of Windsor in California, and the city of Sammamish, Washington.  Won an All-America City award based on her research of innovative programs in response to the Covid-19 pandemic.
 Also served in the AmeriCorps VISTA program, as a research assistant examining management techniques, and as an intern in the ACLU’s Women’s Rights Project.  Received a master’s degree in public administration from New York University’s Wagner Graduate School of Public Service and a Bachelor of Arts degree in public policy, also from New York University.

Our Experience and Qualifications
The following list shows jurisdictions that we have assisted in the recent past with financial planning and budgeting. In addition, our website, managementpartners.com, has information about our past clients, which includes hundreds of jurisdictions in 42 states. You are welcome to contact any of them about our performance.
 Albany, California
 Ashland County, Wisconsin
 Brentwood, California
 Clark County, Nevada
 Cloverdale, California
 Concord, California
 Coronado, California
 Crestview Hills, Kentucky
 Daly City, California
 Davis, California
 Dublin, California
 East Palo Alto, California
 El Cerrito, California
 El Monte, California
 Fullerton, California
 Gallup, New Mexico
 Garden Grove, California
 Gateway Cities Council of Governments,
California
 Gilroy, California
 Hayward Area Recreation District,
California
 Hayward, California
 Healdsburg, California
 Huntington Beach, California
 Independence, Missouri
 Kansas City, Missouri
 Kenmore, Washington
 Loveland, Ohio
 Malibu, California
 Maricopa County, Arizona
 Mercer Island, Washington
 Midpeninsula Regional Open Space
District, California
 Monte Sereno, California
 Morro Bay, California
 Murrieta, California
 New Orleans, Louisiana
 Newcastle, Washington
 Orange County, North Carolina
 Oxnard, California
 Paradise, California
 Piqua, Ohio
 Richmond, California
 Riverside, California
 Ross, California
 Sammamish, Washington
 San Bernardino, California
 San Leandro, California
 San Rafael, California
 Santa Clara County Housing, California
 Santa Cruz, California
 Santa Rosa, California
 Scotts Valley, California
References
We would be happy for you to contact any of our clients and have selected those below as examples of projects with similarities to what St. Helena is seeking.

Agenda Item #7.4.

City of St. Helena
October 14, 2022
11 Town of Windsor, California Revenue Measure Analysis Management Partners was previously engaged to prepare a long-range financial forecast and to assist the Council in determining a path forward to address an ongoing $1.2 million fiscal gap in their General Fund that needed to be corrected by FY 2025. The Council chose to pursue various revenue strategies to solve the gap. The Town engage us to assist in conducting an in-depth analysis of the viability of the various revenue strategies identified, including such measures as local sales tax, utility users tax, transient occupancy tax, business license tax, cannabis excise tax, and establishing a community facilities district. Our work included independent analysis of the various revenue strategies, and engagement of community and business leaders to understand perspectives on the viability of the various revenue measures. We also partnered with two other consultants that conducted polling and provided election measure advisory services.

As a result of our analysis of the six revenue measures we were asked to analyze, it became clear that the sales tax and utility users tax strategies would be able to address the fiscal gap. The Council reviewed the analysis, which helped inform them as to which measures to pursue. The separate consulting firms conducted the polling, which indicated that it would be wise for the Council to defer including the measure on the ballot until after the 2022 general election to see how the Town would fair upon existing the COVID-19 pandemic. The Town will conduct further engagement in the community based on the work we conducted to determine a path forward to addressing its fiscal sustainability needs.

Contact: Ms. Jeneen Peterson, Administrative Services Dir. 9291 Old Redwood Highway, Windsor, CA 95492
707) 838-5003
[email protected]
City of Goleta, California Business License Tax Review, Analysis and Redesign
Management Partners was engaged to conduct a business license study to evaluate and identify options to update an outdated business license tax structure that was inherited from the County of Santa Barbara when Goleta incorporated. The project involved conducting comparative research of other agencies in the region, analyzing the City’s business sectors for employment and gross receipts data, and engaging stakeholders. Management Partners evaluated several business license tax models ranging from gross receipts and employee-based models, a hybrid of the two, and a flat fee structure.

The Council decided to proceed with a flat-fee structure that varied based on business type. It was ultimately approved by voters.

Contact: Mr. Dan Singer (former Goleta City Manager)
Interim City Manager, City of Santa Paula
970 Ventura Street, Santa Paula, CA 93060
(805) 708-0045
[email protected]
City of Hayward, California Real Property Transfer Tax Analysis and Design Management Partners developed a long-term fiscal model for the City of Hayward that included both a 10 and 20-year forecast. We also worked with City staff to develop budget strategies to offset a structural budget deficit and restore financial stability. One of the key strategies analyzed during the project was the opportunity for Hayward, as a charter city, to increase its local real property transfer tax and take advantage of a thriving real estate market. Comparative research was performed on other agencies within Agenda Item #7.4.

City of St. Helena
October 14, 2022
12 Alameda County. It revealed that Hayward’s tax rate was more than 30% below the average in the County.

We designed a tax rate that would help the City achieve fiscal sustainability. Based on our work, the Council chose to proceed with an increase in the tax rate from $4.50 to $8.50 per $1,000 property sales price, which was approved by voters in November 2018.

Contact: Ms. Kelly McAdoo, City Manager
777 B Street, 4th Floor, Hayward, CA 94541
(510) 583-4305
[email protected]
Hours, Cost and Timeline
We anticipate devoting 308 hours of consulting assistance to complete the plan of work described above.

We anticipate that all meetings and presentations will be conducted using videoconference technologies, except the presentation during the City Council goal setting workshop in late January/early February, which would be conducted in person.

The total cost of this project is $62,900, which includes all fees and expenses. If the optional activity of performing detailed analyses of selected budget strategies is desired, an additional 40 hours would be added to the project at an additional cost $8,000, increasing the total cost of the project to $70,900. The ultimate test of a quality project is that the client is pleased with the results, and we are committed to achieving that goal.

We anticipate starting this project on or about November 1, 2022, and presenting the overview to the City Council at their goal-setting workshop estimated to occur in late January or early February 2023 (subject to scheduling under that separate project). The final project report would be provided to the Council no later than their last regular meeting in February 2023. The table below provides the hours, costs and timeline associated with each activity.

Activity Hours Cost Timeline
1 – Start Project 26 $ 5,500 Early November 2022
2 – Gather information 60 11,500 November to early
December 2022
3 – Conduct Fiscal Gap Analysis of Unfunded/Underfunded Needs 41 7,900 December 2022 to early January 2023
4 – Analyze Financial Forecast and Provide Recommendations on Reserve Levels and Expanding the Forecast 49 9,500 December 2022 5 – Analyze Data and Prepare Matrix of Budget Strategies 71 14,500 December 2022 to late January 2023
6 – Report Results 61 14,000 Mid-January to
February 2023
Total of Activities Above 308 $62,900
Optional Activity – Prepare Detailed Analysis of Selected Budget Strategies 40 8,000 January to early February 2023 Total – Including Optional Activity 348 $70,900
Agenda Item #7.4.

City of St. Helena
October 14, 2022
13 Conclusion
We appreciate the opportunity to provide this proposal for your consideration. Please contact me if we can answer any questions you may have about the scope of work.

Sincerely,
Carol Jacobs, Managing Director
Baker Tilly US, LLP
Accepted for the City of St. Helena by:

Name: ____________________________________________
Title: ____________________________________________
Date: ____________________________________________
Is the optional activity to prepare a detailed analysis of selected budget strategies desired for $8,000? Yes [ ] No [ ]
The information provided here is of a general nature and is not intended to address the specific circumstances of any individual or entity. In specific circumstances, the services of a professional should be sought. © 2022 Baker Tilly US, LLP.

Baker Tilly US, LLP, trading as Baker Tilly, is an independent member of Baker Tilly International. Baker Tilly International Limited is an English company. Baker Tilly International provides no professional services to clients. Each member firm is a separate and independent legal entity, and each describes itself as such. Baker Tilly US, LLP is not Baker Tilly International’s agent and does not have the authority to bind Baker Tilly International or act on Baker Tilly International’s behalf. None of Baker Tilly International, Baker Tilly US, LLP nor any of the other member firms of Baker Tilly International has any liability for each other’s acts or omissions. The name Baker Tilly and its associated logo is used under license from Baker Tilly International Limited.

Agenda Item #7.4.

CITY OF ST. HELENA
RESOLUTION NO. 2022-
APPROVING: (1) AN AGREEMENT WITH BAKER TILLY
US, LLC IN AN AMOUNT NOT-TO-EXCEED $62,900 FOR
LONG-RANGE FINANCIAL PLANNING, (2) A BUDGET
INCREASE OF $62,900 TO 101-4200-2145, AND (3) USE
OF GENERAL FUND BALANCE OF $62,900.

RECITALS
A. Recognizing the deterioration of the City's assets, the City Council set in motion a series of studies, working committees, and reports to categorize assets, provide cost estimates for replacement/repair, and develop funding strategies for the replacement/repair of assets; and
B. Combined, there is an estimated $155 million in CIP projects identified over the next 30-years in the following categories: Streets, Stormdrain, Water, Wastewater, and Civic infrastructure; and
C. Similar to infrastructure, there has been long-term neglect as it relates to City staffing which has ultimately resulted in employee turnover and low morale. Many are aware of the difficulties in hiring a great workforce and government officials know they lag behind the private sector in some respects; and D. While monetary compensation is a factor another factor includes right-sizing the organization to provide excellent customer service and have the right staff in place to accomplish the City Council directed goals and workplan, which includes staffing to oversee the many infrastructure projects noted above; and E. It is recognized that funding is needed to address both infrastructure and staffing deficiencies; and
F. On May 31, 2022, the City's Long-Range Financial Forecast (LRFF) was presented to the City Council. The LRFF provides current and long-range financial assessment of General Fund revenues, expenditures, fund balance, and emergency reserves; and
G. As a follow-up/next step to the LRFF, staff committed to the development of a LongRange Financial Plan (LRFP). The LRFP is intended to manage the City's financial integrity, including through a recession, while maintaining the high level of services and providing funding towards critical infrastructure; and Agenda Item #7.4.

H. Over the past few months, staff has engaged in conversations with Management Partners (now merged with Baker Tilly US, LLC) regarding the development of a comprehensive Long Range Financial Plan; and
I. Baker Tilly, has provided the City with a proposal that will independently review the existing LRFF, make recommendations to expand the existing LRFF to encompass the City's long-range capital investment needs and address future operational needs. This will then lead into the identification of budget strategies, such as revenue enhancements and cost efficiency options, that will support the City's fiscal sustainability efforts to ensure that its operational and long-term capital infrastructure investment needs are funded; and
J. Baker Tilly has represented that they have the necessary expertise, experience, and qualification to perform the required duties; and
K. The City desires to enter into a professional services agreement with Baker Tilly to provide Long-Range Financial Planning services.

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

1. The City Council approves the Agreement with Baker Tilly US, LLC for a total not to exceed amount of $62,900; and

2. The City Council authorizes the City Manager to execute the agreement on behalf of the City.

Approved at a Regular Meeting of the St. Helena City Council on October 25, 2022 by the following vote:

Mayor Ellsworth: _________
Vice Mayor Dohring: _________
Councilmember Chouteau: _________
Councilmember Hall: _________
Councilmember Hardy: _________
APPROVED: ATTEST:
________________________ ________________________
Geoff Ellsworth, Mayor Cindy Tzafopoulos, City Clerk
Agenda Item #7.4.

Report to the City Council
Regular City Council - 25 Oct 2022
Agenda Section: CONSENT ITEMS
Subject: Conduct second reading and proposed adoption by title only and waive further reading of an Ordinance approving a
Development Agreement Amendment between the applicant
and the City of St. Helena for the LMR Destinations LLC lodging project at 1000 Mills Lane.

CEQA
Determination:

The City has determined that none of the conditions
specified in State CEQA Guidelines section 15162 requiring preparation of a subsequent or supplemental EIR or MND
would occur.

Prepared By: Maya DeRosa, Community Development Director Reviewed By: April Mitts, Assistant City Manager
Approved By: Anil Comelo, City Manager

BACKGROUND
On October 13, 2020, the St. Helena City Council approved Resolution No.2020-100 approving a Use Permit and Design Review for a 65-room hotel. Additionally on October 13, 2020, the City Council introduced Ordinance No. 2020-9, approving a Development Agreement for the subject lodging project and authorized its execution, and adopted that Ordinance on October 27, 2020. The ordinance became effective on November 26, 2020.

Subsequent to these approvals and with the passage of time and conversations about how to address storm water infrastructure, the City found a superior alternative way to address storm drainage from the project. Please refer to the Project Description below for the details of the change.

The Planning Commission considered the proposed Development Agreement Amendment and Use Permit Amendment on September 29, 2022 and voted (4-0) recommending approval to the City Council.

Agenda Item #7.5.

On October 11, 2022 the City Council unanimously approved the following actions:

1. Find that none of the conditions specified in State CEQA Guidelines section 15162 require the preparation of a subsequent or supplemental EIR or MND and no additional environmental review is required; and

2. Introduce and waive first reading of an Ordinance approving a Development Agreement Amendment between the applicant and the City of St. Helena for the LMR Destinations LLC lodging project at 1000 Mills Lane; and

3. Adopt the attached resolution making specific findings and approve a Use Permit Amendment for the LMR Destinations LLC lodging project at 1000 Mills Lane.

DISCUSSION

PROJECT DESCRIPTION
Amendment to the Development Agreement and Use Permit for the Long Meadow Ranch Lodging Project – 1000 Mills Lane
The City and developer desire to amend certain provisions of the Development Agreement with respect to certain outstanding obligations of Developer under the Development Agreement. The current Development Agreement provides that the Developer would construct Storm Drain Improvements that would extend along Mills Lane and would ultimately discharge into the Napa River. These Storm Drain Improvements were contemplated in the Highway 29 Specific Plan as a means to provide storm water drainage for future development in the Specific Plan area, and were included in the Development Agreement as an additional commitment that the developer agreed to assume in exchange for the vested development rights provided for in the Development Agreement. However, these Storm Drain Improvements are not needed at this time and are not required for this project. The project is designed so that storm water from up to a ten year storm event (i.e., the most severe storm that is likely to occur in a ten year period) would be collected on the project site and infiltrated through underground infiltration chambers maintained as part of the project. If the Storm Drain Improvements are not built, storm water from rains in excess of a ten year storm event can flow into an infiltration system that will be included within the Mills Lane right of way as part of the realignment of Mills Lane. The infiltration system will essentially be a trench that runs adjacent to Mills Lane, and will be designed at a size that will allow it to detain any excess storm water from the project site up to a twenty-five year storm event. Any storm water that would be detained in this infiltration system would then infiltrate into the ground. This is consistent with the storm drainage plan for the project as originally planned, in that the project currently contemplates that storm water inlets from the site into the storm drain would be designed for 25 year storm water flows, and storm water from more severe storm events would flow over land. This change simplifies the storm water infrastructure for this project significantly, and allows for infiltration of storm water runoff from the project. Any savings that the developer receives due to the removal of the requirement to contribute to the cost of the Storm Drain Improvements will instead be put toward the City’s cost of developing its recycled water system, or other water conservation measures as deemed appropriate by the City.

Agenda Item #7.5.

The applicant is requesting approval of a Development Agreement Amendment in order to reflect the revised approach to addressing storm drainage from the project site and the additional monetary contribution toward the City’s future recycled water project or other water conservation measures. The Development Agreement Amendment also makes changes to the timing of completion of the recycled water improvements and adds clarifying language regarding reimbursement of certain developer costs in developing public improvements for the benefit of the City, as further described below. Lastly, a Use Permit Amendment is also requested in order to update the previously approved conditions of approval that relate to the storm drain.

No changes to the hotel or onsite amenities is proposed by this request.

ANALYSIS
CEQA
In accordance with the California Environmental Quality Act (CEQA), an Initial Study and Mitigated Negative Declaration (IS/MND) (SCH No. 2020050553) was prepared for the project. The document contains a description of the proposed project, an analysis of potential environmental impacts resulting from the proposed project, as well as mitigation measures intended to reduce potentially significant impacts to less-than-significant levels.

In particular, the IS/MND found that although the proposed project would generate potentially significant impacts related to air quality, biological resources, cultural/tribal resources, hydrology, noise, public services, traffic/transportation, and utilities/service systems, but through the implementation of mitigation measures, all potentially significant impacts would be reduced to less than significant levels. On October 13, 2020, City Council adopted the IS/MND and the Mitigation Monitoring and Reporting Program (MMRP), and approved the project.

On the basis of the whole record, including the IS/MND and MMRP, the City has determined that the minor modifications made to the infrastructure conditions of approval and development agreement terms for the Farmstead property are consistent with the MND and MMRP previously prepared and adopted for the Project on October 13, 2020 and would not result in new impacts or any substantial changes to any significant effects previously identified. Specifically, substantial changes are not proposed in the Project that would require major revisions of the Mitigated Negative Declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects have not occurred; new information of substantial importance that was not known and could not have been known with the exercise of reasonable diligence at the time the Mitigated Negative Declaration was adopted, as applicable, showing any of the following, has not come to light: (i) that the Project would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the Agenda Item #7.5.

applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those previously analyzed would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt.

Thus, based on these findings and all evidence in the record, the City has determined that none of the conditions specified in State CEQA Guidelines section 15162 requiring preparation of a subsequent or supplemental EIR or MND would occur and no additional environmental review is required.

GENERAL PLAN
The nature of this project amendment does not result in any changes to the prior determination that the project is consistent with the adopted 2019 General Plan.

Staff Response: The General Plan requires developer to provide adequate drainage improvements and detention to mitigate storm runoff from the site to the nearest major water way, and require that post-project runoff be limited to pre-project peak flow rates for five year and ten year storms. Developer will still satisfy these standards through the on-site detention included in the design of the project and inclusion of the infiltration system.

HIGHWAY 29 SPECIFIC PLAN
In February 2005, the City adopted the Highway 29 Specific Plan, which outlines circulation changes, roadways extensions, traffic signal installations, and streetscape improvements along the State Route 29 corridor west of the Sulphur Creek Bridge. This project is located within the Highway 29 Specific Plan.

Staff Response: The project, including the proposed amendments to the Development Agreement and Use Permit, remains consistent with the objectives of the Highway 29 Specific Plan. The only substantive change to the project for the developer to provide for the infiltration system rather than the Storm Drain Improvements. The Specific Plan specifically allows for temporary use of storm water detention or retention facilities to address storm water runoff at the discretion of the City Engineer. City staff believes that the infiltration system is an appropriate means of storm water management for this project.

ZONING
The lodging project parcel has zoning designations of Service Commercial (SC) and Twenty-Acre Agriculture (A-20).

The SC designation provides for service and retail uses, restaurants, service stations, motels, public and quasi-public uses, and similar and compatible uses. The designation is intended primarily for service and retail uses that are automobile-oriented or whose operational characteristics and space needs are not considered appropriate for the Central Business District. The A-20 designation provides for agricultural and residential uses. With the exception of those hillside areas designated woodlands and watershed, and wineries designated winery, all lands outside the urban limit line are designated A-20 Agenda Item #7.5.

regardless of their size or use. The purpose of the A-20 district is to promote and implement the policies of the general plan to preserve agricultural land uses and provide for future orderly development as the urban limit line is adjusted to accommodate urban growth.

Staff Response: Pursuant to SHMC Section 17.52.030, a use permit was approved by the City Council in October 2020 to allow a new hotel in the SC district. No changes are proposed to the building site plan and therefore no changes to consistency with development standards.

USE PERMIT / USE PERMIT AMENDMENT
As noted above, SHMC Section 17.52.030 requires use permit approval for the establishment of a new hotel in the SC district. The purpose of a use permit is to allow the proper integration of essential or desirable uses which may be suitable only in certain locations or zoning districts in the City, or to ensure that such uses are designed or arranged on the site in a particular manner. The Resolution No. 2020-100 for the Use Permit included conditions of approval for the storm drain which need to be amended to be consistent with the amended development agreement. There is no change proposed to the hotel and how it will operate. The attached resolution notes in redline revised condition numbers 32, 40, 44, and 67.

In its review of applications for use permits, the Planning Commission shall evaluate each proposed use in order to consider its impact on the City. Pursuant to Municipal Code Section 17.168.050, no use permit shall be granted unless the following findings can be made:

1. That the proposed use would not generate odors, fumes, dust, light, glare, radiation or refuse that would be injurious to surrounding uses or to the community.

2. That the proposed use would not generate levels of noise that adversely affect the health, safety, or welfare of neighboring properties or uses.

3. That the proposed use would not generate traffic noise in excess of the "normally acceptable" range identified in the General Plan.

4. That the proposed use would not make excessive demands on the provision of public services including water supply, sewer capacity, energy supply, communication facilities, police protection, and fire protection.

5. That the proposed use would provide adequate ingress and egress to and from the proposed location.

6. That allowing the proposed use would not conflict with the City's goal of maintaining the economic viability of a local serving economy.

7. That the proposed use would be compatible with surrounding land uses and would not conflict with the purpose established for the district within which it would be located.

8. That the proposed use would not be in conflict with the City's General Plan.

9. That the proposed use would not be injurious to public health, safety, or welfare.

10.That granting the use permit would not set a precedent for the approval of similar uses whose incremental effect would be detrimental to the City or would be in conflict with the General Plan.

Agenda Item #7.5.

11.That, as demonstrated on a detailed plan submitted by the applicant, adequate offstreet parking to accommodate the long term parking needs of employees and business owners and customers is available.

12.That the capacity of surrounding streets is adequate to serve the automobile and delivery truck traffic generated by the proposed use.

Staff Response:

Staff finds that the amended conditions of approval meets and/or complies with the required findings to approve a use permit amendment for the lodging project. The findings included in the attached resolution identify this compliance.

DEVELOPMENT AGREEMENT
A development agreement is a land use tool that is authorized and governed by Government Code Section 65864 et seq. and SHMC Chapter 17.156. Development agreements are voluntary, negotiated agreements entered into between an applicant and the City, pursuant to which the Developer may secure vested rights to develop their property under the rules in place at the time of their approval. In exchange for granting these additional vested rights, the City can negotiate to require the Developer to provide additional community benefits to the City in excess of what the City could require through the normal entitlement process. SHMC Chapter 17.156 requires that the Planning Commission hold a public hearing to consider the Development Agreement and amendments to the Development Agreement and following the public hearing make a recommendation to the City Council on whether to approve the Development Agreement or the Amendment, including making a determination whether the development agreement proposed:

A. Is consistent with the objectives, policies, general land uses and programs specified in the general plan and any applicable specific plan; B. Is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located; C. Is in conformity with public convenience, general welfare and good land use practice;
D. Will be detrimental to the health, safety and general welfare; E. Will adversely affect the orderly development of property or the preservation of property values. The recommendation shall include the reasons for the recommendation; and
F. Will have a sufficient water supply for subdivisions pursuant to the requirements of Government Code Section 66473.7 [Note: This last finding applies to residential subdivisions of 500 or more lots and therefore is not applicable to this Project].

Section 17.156.090 (Decision by City Council), sets the following requirements for the City Council’s consideration of the development agreement:

G. After the City Council completes its public hearing, it may accept, modify or disapprove the recommendation of the planning commission. It may, but need not, refer matters not previously considered by the Planning Commission during its hearing back to the Planning Commission for report and recommendation.

The Planning Commission may, but need not, hold a public hearing on matters referred back to it by the city council.

Agenda Item #7.5.

H. The City Council may not approve the development agreement unless it finds that the provisions of the agreement are consistent with the general plan and any applicable specific plan.

I. If the City Council approves the development agreement, it shall do so by the adoption of an ordinance. After the ordinance approving the development agreement takes effect, the City may enter into the agreement.

Staff Response: As noted in the Background section of this report, the Farmstead Lodging project Development Agreement became effective on November 26, 2020. As the amendment to the Development Agreement involves a change in the monetary contributions by the Developer related to the infrastructure, it meets the definition of a “Major Amendments to Agreement” noted in Article 8.2 of the approved Development Agreement. A Major Amendment requires a public hearing before the Planning Commission and City Council and thus is one of the requested action items discussed in this report. There are two primary areas of revision to the approved Development Agreement (DA):

STORM DRAIN AMENDMENTS
Key components of the changes to the DA include:
a. Requirement to construct and contribute to the cost of the Storm Drain is deleted.
b. In place of constructing the storm drain, stormwater from the hotel project in excess of 10 year flows would drain into an infiltration system that would be constructed in the City right of way adjacent to Mills Lane. c. The Developer is fully responsible for the design and construction of the stormwater infiltration system improvements.
d. Exhibit G has been replaced and renamed “Alignment of Infiltration System Improvements”

RECYCLED WATER IMPROVEMENT AMENDMENTS
Key components of the changes to the DA include:
e. The timing of the deadline to construct the recycled water pipe has been extended to November 1, 2024 (previously November 1, 2022). f. A new section of the DA (7.3.5) describes an additional contribution by the developer to the cost of the recycled water improvements or other water conservation measures. The developer is required to pay the City an amount equal to the difference between the developer’s share of the cost of the Storm Drain improvements, and the cost of construction of the infiltration system improvements. The funds paid to the City will be used for the Recycled Water Project or if the Recycled Water Project does not move forward, for other water conservation measures.

The Amendment also clarifies certain provisions related to the reimbursement of costs incurred by the developer for public improvements to be constructed in connection with the project. The Development Agreement requires the developer to pay for the construction certain improvements (including the realignment of Mills Agenda Item #7.5.

Lane and the installation of recycled water pipe in the Mills Lane right of way), even though developer is only partially responsible for the cost of these improvements.

The proposed amendment includes certain edits to make clear that the cost of construction includes planning, design and management of the construction of those public improvements, and that developer will be eligible for reimbursement of those related costs in excess of developer’s proportionate share, and to provide for review and approval by the City Engineer of any contracts for such costs to ensure that the expenses incurred by developer are appropriate.

Lastly, City staff is recommending one additional provision to be included in the Development Agreement amendment, which has been negotiated with the Developer since the Planning Commission hearing. City staff is recommending the addition of a new requirement that Developer pay to the City the amount of $50,000 for the purpose of offsetting costs that the City has incurred in conjunction with the planning and pursuit of regulatory approval for the Storm Drain Improvements and development of this Amendment, including but not limited to legal, staff and consultant costs incurred by the City. The Developer will pay this amount within 180 days of the effective date of the Development Agreement amendment, with authority granted to the City Manager to reasonably extend the payment deadline for not more than 90 days.

The Development Agreement amendment is consistent with SHMC Chapter

17.156 in that the infrastructure changes are consistent and do not preclude full implementation of the adopted General Plan and Highway 29 Specific Plan, does not make any change to compatible uses in the zoning districts, is in conformance with public convenience, general welfare and good land use practice, will not be detrimental to the health, safety and general welfare, and will not adversely affect the orderly development of property or the preservation of property values.

FISCAL IMPACT
There is no new fiscal impact to the City by the implementation of the Farmstead Hotel Development Agreement Amendment.

RECOMMENDED ACTION
Conduct the second reading and adopt by title only and waive further reading of an Ordinance approving a Development Agreement Amendment between the applicant and the City of St. Helena for the LMR Destinations LLC lodging project at 1000 Mills Lane.

ATTACHMENTS
First Amendment to Development Agreement (Farmstead)-FINAL Executed Development Agreement
Ordinance Approving Farmstead DA Amendment-FINAL
Agenda Item #7.5.

RECORDING REQUESTED BY
AND WHEN RECORDED, MAIL TO:

City of St. Helena
1480 Main Street
St. Helena, California 94574
Attn: City Clerk
Record Without Fee
Pursuant to Government Code
Section 27383
Space Above Reserved for Recorder’s Use Only

FIRST AMENDMENT TO DEVELOPMENT AGREEMENT

BY AND BETWEEN
CITY OF ST. HELENA
AND

LMR DESTINATIONS LLC
Effective Date: ___________, 2022
Agenda Item #7.5.

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FIRST AMENDMENT TO

DEVELOPMENT AGREEMENT
BY AND BETWEEN THE CITY OF ST. HELENA

AND LMR DESTINATIONS LLC
This First Amendment to Development Agreement (“First Amendment”), dated as of the Effective Date set forth above, is entered into by and between the City of St. Helena, a California municipal corporation, (“City”) and LMR Destinations LLC, a California limited liability company (“Developer”) . City and Developer may be referred to individually in this First Amendment as “Party” or collectively as “Parties.”

RECITALS
A. City entered into a Development Agreement with an effective date of November 26, 2020, and recorded in the Official Records of Napa County as Document No. 2020-0031913 (the “Development Agreement”), providing for the development of that certain property located at 1000 Mills Lane, St. Helena in the County of Napa as more particularly described in Exhibit A attached hereto and incorporated herein (the “Property”), with a maximum 65 room hotel with ancillary retail and related amenities as more particularly described in the Development Agreement (the “Project”).

B. Concurrently with the approval of the Development Agreement, the City took several actions to approve the Project, which actions are more specifically described as the “Existing Approvals” in the Development Agreement. Since the approval of the Development Agreement, Developer has been proceeding with the development of the Project in accordance with the requirements of the Development Agreement and the Existing Approvals.

C. City and Developer desire to amend certain provisions of the Development Agreement with respect to certain outstanding obligations of Developer under the Development Agreement. The Development Agreement obligates Developer to construct certain storm drain improvements necessary to install a storm drain along Mills Lane to serve properties on Mills Lane, La Fata Street, Fountain Street, Grayson Avenue, Main Street (to Charter Oak Avenue), and Vidovich Avenue and to construct an outfall for said storm drain into the Napa River ( the “Storm Drain Improvements”) as contemplated in the City’s Storm Drain Master Plan dated September 2000. The Storm Drain Improvements are not needed at this time, nor are they required for the Project. The parties therefore desire to eliminate the requirement to construct the Storm Drain Improvements and instead provide that Developer will connect to an infiltration system to be included in the Mills Lane right way. The Parties have further agreed that to the extent Developer experiences financial savings from the as more particularly elimination of Developer’s obligation to contribute to the cost of the Storm Drain Improvements, Developer Agenda Item #7.5.

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shall contribute those financial savings to City for the City’s construction of recycled water improvements or other water conservation measures.

D. In addition, the Parties have determined that certain other amendments and/or clarifications to the Development Agreement should be made to reflect the changes described in these recitals.

AGREEMENTS

1. Incorporation of Recitals. The Parties agree that the above recitals are true and correct and are incorporated herein by reference.

2. Amendment to Section 5.1.2. Section 5.1.2 of the Development Agreement is hereby amended and restated in its entirety to read as follows:
“5.1.2. Stormwater Infiltration System. Developer shall, at its sole cost and expense, design and construct stormwater infiltration system improvements adjacent to the Mills Lane Improvements and within the existing public right of way for Mills Lane and on an alignment as generally depicted in Exhibit G attached hereto and incorporated herein by this reference (the “Infiltration System Improvements”), which Infiltration System Improvements shall be designed to retain and infiltrate at a minimum 25 year stormwater flows. The Project shall include inlets from the Project to the Infiltration System Improvements to manage at minimum such 25 year stormwater flows. The Infiltration System Improvements shall be constructed prior to or concurrently with the development of the Project and in accordance with improvement plans approved by the City Engineer and verified to meet the standards for retention and infiltration as set forth herein.

Developer shall complete the Infiltration System Improvements prior to the issuance of the first certificate of occupancy for the Project by the City.

5.1.2.1 Determining Cost of Infiltration System Improvements. Within fifteen (15) days following execution by Developer of the construction contract or change order that provides for the construction of the Infiltration System Improvements, Developer shall provide City with written confirmation of the cost of the Infiltration System Improvements, along with documentary support for such costs through the construction contract or change order documenting such improvements, which shall include separate line items as necessary to clearly document the separate cost of the Infiltration System Improvements. The City Engineer shall confirm the cost of the Infiltration System Improvements based on the documentation provided, which confirmation by the City Engineer shall be deemed to constitute the cost of the Infiltration System Improvements.

3. Amendment to Section 5.1.4. Section 5.1.4 of the Development Agreement is hereby amended and restated in its entirety to read as follows:

5.1.4 Recycled Water Improvements. Developer shall construct and install additional piping to convey recycled water in the public right of way in Mills Lane extending from the intersection of Highway 29 and Mills Lane easterly to the eastern end of Mills Lane Agenda Item #7.5.

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(the “Recycled Water Pipe”) in a manner as directed by the City Engineer and consistent with plans and specifications as approved by the City and shall be completed prior to November 1, 20222024 as a prerequisite for a final certificate of occupancy for the Project. For purposes of this agreement “recycled water” means wastewater treated by the City’s wastewater treatment facility that meets State requirements for reuse, including but not limited to California Department of Public Health regulations contained in Title 17 and Title 22 of the California Code of Regulations. The Recycled Water Pipe shall be designed and at a size as directed by the City Engineer, but is anticipated to be a twelve (12) inch pipe and will be installed in the a trench constructed in the public right of way for Mills Lane as more specifically set forth in the plans and specifications approved by the City Engineer pursuant to this Section 5.1.4for the Storm Drain Improvements.

Developer shall construct and install the Recycled Water Pipe as a means of offsetting its water requirement in accordance with Chapter 13.12 of the St. Helena Municipal Code.

The construction of the Recycled Water Pipe is being conducted in lieu of paying the inlieu retrofit fee that would otherwise be required of the Project pursuant to Section

13.12.030(B) of the St. Helena Municipal Code.

5.1.4.1 To allow Developer’s Recycled Water Pipe to offset the Project’s use of City water, City shall seek options to improve its wastewater treatment facility to treat wastewater to the above referenced State requirements and shall install necessary piping such that the Recycled Water Pipe is delivering recycled water to Crane Park’s irrigation infrastructure (“Recycled Water Improvements”). City shall pursue efforts to complete these improvements on or before November 1, 2024 subject to CEQA and the right to not build the Recycled Water Improvements in any form. In the event the Recycled Water Improvements are not completed by November 1, 20222024 City and Developer will cooperate to identify and implement measures calculated to save potable water in amounts equal to the Project’s use of City water until recycled water is delivered to Crane Park, if ever. Notwithstanding the above, nothing herein shall commit or otherwise require the City, or be interpreted as committing or requiring the City, to approve the Recycled Water Improvements, or any portion thereof. Further, the Parties acknowledge and agree that the City retains full discretionary authority with respect to the Recycled Water Improvements, and may deny or approve the Recycled Water Improvements, or any portion thereof. Similarly, the City retains full authority under CEQA and other environmental laws to impose any and all feasible mitigation to reduce potentially significant impacts and to consider and adopt alternatives to the Recycled Water Improvements, specifically including the “no project” alternative.

4. Amendment to Section 7.3. Section 7.3 is hereby amended and restated in its entirety to read as follows:

7.3 Construction and Reimbursement for Public Improvements. Pursuant to Sections

5.1.1-5.1.5 of this Agreement, Developer is required to construct the Mills Lane Improvements, Storm Drain Infiltration System Improvements, Recycled Water Pipe, and La Fata Sidewalk Improvements, collectively referred to herein as the “Public Improvements”. This section sets forth the manner in which the required Public Improvements will be planned, designed and constructed, and provides for reimbursement to Developer for costs incurred in conjunction with Agenda Item #7.5.

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contracts with third parties for the planning, design, construction management and construction of these Public Improvements in excess of Developer’s share of such costs.

7.3.1 Planning and Design of Public Improvements. City will undertake and complete the planning and design of the Storm Drain Improvements, including preparation of final design plans, specifications, drawings and related materials as necessary for Developer to issue a request for bids for construction of the Storm Drain Improvements. Developer will undertake and complete the planning and design of the Mills Lane Improvements, Infiltration System Improvements, La Fata Sidewalk Improvements and Recycled Water Pipe, including final design plans, specifications, drawings and related materials as necessary to solicit bids for these improvements, which materials shall be subject to the review and approval by the City Engineer. All third party contracts that Developer will include as part of the cost of the Public Improvements used for purposes of calculating the amount to be reimbursed to Developer pursuant to Section 7.3.4 of this Agreement, including agreement for planning, design and construction management work, shall be subject to the review and approval of the City Engineer to determine the reasonableness of such costs. Developer shall not be eligible for any reimbursement for costs incurred pursuant to such contracts unless and until the contracts are reviewed and approved in writing by the City Engineer, which approval may be granted or withheld in the City Engineer’s reasonable discretion.

7.3.2 Construction of Public Improvements. Following completion of the design work described above, Developer shall bid the Mills Lane Improvements, Storm Drain Infiltration System Improvements and Recycled Water Pipe in conformance with all local and state bidding requirements applicable to the City. The City Engineer shall assist Developer as necessary to ensure compliance with applicable bidding requirements.

The improvements described above may be bid as a single project, provided that if it is bid as a single project it will be broken into component parts in a manner as approved by the City Engineer, so that the costs of each component part is clearly indicated, to allow for calculation of Developer’s share of the cost of each of the required Public Improvements in accordance with this section. The Developer shall bid the La Fata Sidewalk Improvements in a manner as Developer deems appropriate. Developer shall award and enter into the contracts for all the Public Improvements and shall be solely responsible for all project and construction management activities. The Public Improvements shall be inspected and accepted by the City at the appropriate times in accordance with the City’s customary practice and processes.

7.3.3 Developer Share of Public Improvement Costs. Developer shall be solely responsible to pay the full cost of planning, designing, construction management, and constructing the Public Improvements described herein, but shall be entitled to reimbursement from the City for portion of such costs in excess of the Developer’s share of such costs. Developer’s share of the cost of each of the required Public Improvements is as follows:

7.3.3.1 Developer’s share of the cost of the Mills Lane Improvements shall be forty-one percent (41%) of the planning, design, construction management and construction costs attributable to the Mills Lane Agenda Item #7.5.

83578.00106\40671059.11

Improvements as set forth in the bid documents for such improvements, including any change orders for such improvements and third party contracts for planning, design and construction management services that are reviewed and approved by the City Engineer.

7.3.3.2 Developer’s share of the cost of the Storm Drain Infiltration System Improvements shall be eighteen one hundred percent (18100%) of the planning, design, construction management, and construction costs attributable to the Storm Drain Infiltration System Improvements as set forth in the bid documents for such improvements, including any change orders for such improvements and third party contracts for planning, design and construction management services that are reviewed and approved by the City Engineer.

7.3.3.3 Developer shall pay the full planning, design, construction management and construction cost attributable to the Recycled Water Pipe as set forth in the bid documents for such improvements, including any change orders for such improvements and third party contracts for planning, design and construction management services that are reviewed and approved by the City Engineer up to a maximum amount of Two Hundred Fifty-Six Thousand Five Hundred Forty-Nine Dollars ($256,549). Any planning, design, construction management and construction costs approved by the City Engineer in excess of this maximum amount shall be subject to reimbursement by the City in accordance with Section 7.3.4.

7.3.3.4 Developer shall pay the full cost of planning, design, construction management and construction of the La Fata Sidewalk Improvements with no reimbursement from the City.

7.3.3.5 The amounts for which Developer is solely responsible as set forth above are collectively referred to herein as the “Developer’s Share of Public Improvements.”

7.3.4 Reimbursement for Costs in Excess of Developer’s Share of Public Improvements.

7.3.4.1 Following construction of the Public Improvements by Developer and acceptance of said Public Improvements by the City, the City shall reimburse Developer for the planning, design, construction management and construction costs of the Public Improvements approved by the City Engineer and in excess of the Developer’s Share of Public Improvements, as set forth in the bid documents for such Public Improvements, including any change orders and third party contracts for planning, design and construction management services reviewed and approved by the City Engineer, in the manner set forth below. Developer shall, within sixty (60) days following the date when all of the Public Improvements have been accepted by the City, submit to the City Engineer a calculation of the dollar amount of Developer’s Share of Public Improvements, along with all supporting documentation for such Agenda Item #7.5.

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calculation as requested by the City Engineer, including but not limited to the construction contracts for all of the Public Improvements and all change orders for the Public Improvements, as well as all third party contracts for planning, design and construction management services, and invoices documenting costs incurred thereunder. Within thirty (30) days of such submission, City Engineer shall notify Developer in writing of the City Engineer’s final determination of the Developer’s Share of Public Improvements, and the total amount to be reimbursed to Developer pursuant to this Section 7.3.4. In the event of any dispute between the parties as to the calculation of the amount to be reimbursed to Developer for such costs, the parties shall meet and confer in an effort to resolve such disputes prior to taking any other action pursuant to this Agreement.

7.3.4.2 City shall reimburse Developer an amount equal to fifty percent (50%) of the Transient Occupancy Tax (“TOT”) received by the City from Developer pursuant to Chapter 3.28 of the St. Helena Municipal Code, until the approved planning, design, construction management and construction costs in excess of Developer’s Share of Public Improvements have been reimbursed to Developer in full. Reimbursement shall be made on a quarterly basis within thirty (30) days after the City has confirmed the amount of TOT paid by Developer for the prior quarter, provided that the City may, at its discretion, make additional or larger payments to the Developer toward to the total reimbursement amount. City may use any source of funds it deems appropriate to make the reimbursement payment required hereunder, including general fund moneys, impact fees as appropriate for the constructed improvements or other funds available to pay for the construction of capital improvements. City’s obligation to reimburse Developer pursuant to this section shall survive the expiration of the Term and any Extended Term.

7.3.5 Developer contribution to Recycled Water Improvements. Developer shall separately pay directly to the City an amount equal to the difference between (i) eighteen percent (18%) of the projected cost of the Storm Drain Improvements that were to be constructed by Developer prior to the adoption of the First Amendment (which cost the Parties stipulate is Seven Hundred Sixty-Three Thousand Eight Hundred Forty Dollars ($763,840) based on the low bid received by Developer for such work) (“Developer’s Storm Drain Improvements Cost Share”) and (ii) the cost of construction of the Infiltration System Improvements (specifically excluding the planning, design and construction management costs) as determined pursuant to Subsection 7.3.3.2 above to be used by City for the construction of the Recycled Water Improvements as described in Section 5.1.4.1 of this Agreement, or if the City does not proceed with construction of the Recycled Water Improvements, for such water conservation measures as the City deems appropriate in its sole discretion (the “Recycled Water Contribution”). The Recycled Water Contribution shall be paid to City by Developer within thirty (30) days following confirmation of the cost of the Infiltration System Improvements by the City Engineer pursuant to Section 5.1.2 of this Agreement.

5. Additional Payment for City Costs. In addition to other consideration provided by Developer pursuant to the Agreement as amended herein, Developer shall pay to the City the Agenda Item #7.5.

83578.00106\40671059.11

amount of Fifty Thousand Dollars ($50,000) (the “Developer Amendment Payment”) for costs incurred by the City in conjunction with the planning and pursuit of regulatory approval for the Storm Drain Improvements and development of this Amendment, including but not limited to legal, staff and consultant costs incurred by the City. The Developer Amendment Payment shall be paid in a single payment on or before one hundred eighty (180) days following the effective date of this Amendment, which is thirty (30) days following approval by the City Council, provided that the City Manager may extend the deadline for payment of the Developer Amendment for a period not to exceed ninety (90) additional days, based on City Manager’s determination that Developer is making reasonable progress on the Project.

6. Amendment to Exhibit D. Exhibit D to the Development Agreement (“Existing Approvals”) shall be modified and amended to incorporate the Amendments to Existing Approvals as attached to this First Amendment as Exhibit B and incorporated herein by this reference. Except as specifically modified or amended by Exhibit B to this First Amendment, Exhibit D to the Development Agreement shall remain in full force and effect.

7. Amendment to Exhibit G. Exhibit G to the Development Agreement (“Storm Drain Improvements”) is hereby deleted and is replaced with the Exhibit G attached to this Amendment and incorporate herein by this reference, which depicts the alignment of the Infiltration System Improvements.

8. Exhibits. The following exhibits are attached to this Agreement and are hereby incorporated herein by this reference for all purposes as if set forth herein in full:

Exhibit A: Property Description
Exhibit B. Amendments to Existing Approvals
Exhibit G. Alignment of Infiltration System Improvements

9. Except as modified by this First Amendment, all terms and conditions of the Development Agreement remain unchanged and are in full force and effect.

10. This First Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. [Signatures on Following Page]
Agenda Item #7.5.

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IN WITNESS WHEREOF, the City and Developer have executed this Agreement as of the Effective Date.

CITY:

CITY OF ST. HELENA, a municipal corporation
By:

Anil Comelo, City Manager
[Signature must be notarized]
ATTEST:

By:

Cindy Tzafopoulos, City Clerk
APPROVED AS TO FORM:

By:

Ethan Walsh, City Attorney
DEVELOPER:

LMR DESTINATIONS LLC, a California limited
liability company
By: Long Meadow Ranch Partners, L.P.
a California limited partnership
Its: Manager
By: LMR GP LLC,
a California limited liability company
Its: General Partner
By:

Ted W. Hall,
Its Manager
[Signature must be notarized]
Agenda Item #7.5.

83578.00106\40671059.11

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

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER
Individual

DESCRIPTION OF ATTACHED DOCUMENT
Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited
General Number of Pages
Attorney-In-Fact
Trustee(s)
Guardian/Conservator Date of Document
Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
Agenda Item #7.5.

83578.00106\40671059.11

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

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER
Individual

DESCRIPTION OF ATTACHED DOCUMENT
Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited
General Number of Pages
Attorney-In-Fact
Trustee(s)
Guardian/Conservator Date of Document
Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
Agenda Item #7.5.

83578.00106\40671059.11

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

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER
Individual

DESCRIPTION OF ATTACHED DOCUMENT
Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited
General Number of Pages
Attorney-In-Fact
Trustee(s)
Guardian/Conservator Date of Document
Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
Agenda Item #7.5.

83578.00106\40671059.11
Exhibit A

EXHIBIT A
Legal Description for the Property
[Attached behind this cover page]
Agenda Item #7.5.

83578.00106\40671059.11
Agenda Item #7.5.

83578.00106\40671059.11
Agenda Item #7.5.

83578.00106\40671059.11
Exhibit B

EXHIBIT B

AMENDMENTS TO EXISTING APPROVALS
[to be inserted]
Agenda Item #7.5.

83578.00106\40671059.11
Exhibit G

EXHIBIT G

ALIGNMENT OF INFILTRATION SYSTEM IMPROVEMENTS
[to be inserted]
Agenda Item #7.5.

83578.00106\40671059.11
Exhibit G
Agenda Item #7.5.

RECORDING REQUESTEDBY
AND WHEN RECORDED RETURN TO:

City of St. Helena
1480 Main Street
St. Helena, CA 94574
Attention: City Clerk
Record Without Fee
Pur.s'mm!to Governmenl Code
Section 27383
Above Reserved Recorder Use Space Only "xfor

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Agenda Item #7.5.

ARTICLE 1

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ARTICLE 2

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ARTICLE 3

3.1 3.2

3.3 3.4

3.5 3.6

3.7 3.8

3.9 3.10
ARTICLE 4

4.1 4.2

4.3 ARTICLE 5 5.123 ARTICLE 6 6.1 ARTICLE 7 7.]

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Effective Date ............................................................................................ ..........
..7
InitialTerm of Agreement .................................................................................. .
..7
City Representations and Warranties................................................................... ..8 DeveloperRepresentations and Warranties ......................................................... ..8 DEVELOPMENT OF THE PROPERTY ............................................................ ..9 Vested Rights............................................................................................. ..........
..9
Applicable Law ...... 9
Development Timing ...................................................................................... ...
.. l0
Regulation by Other Public Agencies................................................................ .. l0 Life of Project Approvals................................................................................... .. I1 Developer’s Right to Rebuild ............................................................................ ..l 1 State and Federal Law ...................................................................................... ..
..I 1
Subsequent Development Review.... ..11
Effective Development Standards...................................................................... ..1l Moratoria................................................................................................. ...........
.. I2
FEES .................................................................................................... ..............
.. 12
Impact Fees and Exactions................................................................................. .. I2 Processing Fees........................................................................................... .. 12 Other Agency Fees.......................... .. DEVELOPER OBLIGATIONS .. 13 Developer Obligations ....................................................................................... City ofSt. Helena Business License .................................................................. ..16 Sales Tax Point of Sale Designation.................................................................. .. 16 ANNUAL REVIEW ................... Annual Review
............................................................................................ .......
..16 COOPERATION AND IMPLEMENTATION ................................................. ..17 Subsequent Approvals ..................................................................................... ..
..

I7
8 3
5 7
8 0()| 06\33-
H8026
Agenda Item #7.5.

7.2 7.3
ARTICLE 8

8.1 8.2

8.3 8.4

8.5 ARTICLE 9

9.1 9.2

9.3 9.4
ARTICLE 10

10.1 10.2

ARTICLE II

11.1 11.2

11.3 ARTICLE 12 12.6358 12.1247

TABLE OF CONTENTS
(continued)
Page
Processing Applications for Subsequent Approvals ........... .. 18 Construction and Reimbursement for Public Improvements ..............................18 AMENDMENT OF AGREEMENT AND PROJECT APPROVALS .............. ..20 Amendment by Written Consent ....................................................................... ..20 Major Amendments to Agreement ..................................................................... ..20 Minor Amendment............................................................................................. ..20 Requirementfor Writing.................................................................................... ..2] Subsequent CEQAReview

INSURANCE, INDEMNITY AND COOPERATION IN THE EVENT

OF LEGAL CHALLENGE
Insurance Requirements..................................................................................... ..2| Indemnity and Hold Hannless ........................................................................... ..21 Defense and Cooperation in the Event of a LitigationChallenge ..................... ..22 Prevailing Wages ............................................................................................... ..22 TRANSFER AND NOTICE .............................................................................. ..23 Transfer ................. 23
Successive Transfer ........................................................................................... ..24 MORTGAGEE PROTECTION ........................................................................ ..24 Mortgagee Protection......................................................................................... ..24 Mortgagee Not Obligated .................................................................................. ..24 Notice of Default to Mortgagee ......................................................................... ..24 DEFAULT; REMEDIES; TERMINATION 25 Breach and Default ............................................................................................ ..25 Failure to Cure Default Procedure
..................................................................... ..25 Withholding of Permits...................................................................................... ..25 Termination
........................................................................................................ 26 Speci?c Performance for Violation ofa Condition........................................... ..26 Legal Actions................................................... .. Rights and RemediesAre Cumulative............................................................... ..26 No Damages
....................................................................................................... 27 -13- 83578 00106\33-H8026 I
Agenda Item #7.5.

ARTICLE 13

13.1 13.2

13.3 13.4

13.5 13.6

13.7 13.8

13.9 13.10

13.11 13.12

13.13 13.14

13.15 13.16

13.18920

TABLE OF CONTENTS
(continued)
Resolutionof Disputes....................... ..

Remediesupon Transfer or Assignment............................................................ ..27 Appeals to City Council ..................................................................................... ..27 Surviving Provisions.......................................................................................... ..27 GENERAL PROVISIONS ................................................................................ ..28 Covenants Binding on Successors and Assigns and Run with Land .................28 Notice ................................................................................................................. ..28 Pennitted Delays.. 28
Counterparts....................................................................................................... ..29 Waivers .............................................................................................................. ..29 Construction of Agreement ................................................................................ ..29 Headings............................................................................................................ ..29 Severability ........................................................................................................ ..29 Time is of the Essence 29
ExtensionofTime Limits.................................................................................. ..30 Signatures........................................................................................................... ..30 Entire Agreement ............................................................................................... ..30 Estoppel Certi?cate ............................................................................................ ..30 Recordation of Termination ............................................................................... ..30 City Approvals and Actions..................................................................... .. .30 Negation of Partnership ..................................................................................... ..30 Governing State Law ..31 Recordation ........................................................................................................ Exhibits .............................................................................................................. .. Exhibit A: Property Description Exhibit B: Site Map ExhibitC: Project Description D: Existing Approvals E: Applicable Law & Project Approval Excerpts Exhibit F: Mills Lane lmprovements G: Storm Drain lmprovements Exhibit H: La Fata Sidewalk lmprovements .m83578 00106\33-3-18026I
Agenda Item #7.5.

DEVELOPMENT AGREEMENT
This Development Agreement ("Agreement”), dated as of the Effective Date, is entered into by and between the City of St. Helena, a California municipal corporation (“City”) and LMR Destinations LLC, a California limited liability company ("Developer”). Developer and City may be referred to individually in this Agreement as a "Party” and collectively as the "Parties.”

RECITALS
This Agreement is entered into on the basis of the following facts, understandings and intentions of the Parties. The following recitals are a substantive part of this Agreement; capitalizedtenns used herein and not otherwisedefined are de?ned in Article 1 of this Agreement.

A. In order to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic costs and risks of development, the Legislature of the State of California enacted section 65864 el seq. of the Government Code (“Development Agreement Statute”) which authorizes a city and a developer having a legal or equitable interest in real property to enter into a binding, long-tenn development agreement establishing certain development rights in the property.

B. In accordance with the Development Agreement Statute, the City Council of the City of St. Helena enacted Municipal Code Chapter 17.156 ("Development Agreement Regulations”), which authorizes the execution of development agreements and set forth the required contents and form of those agreements. The provisions of the Development Agreement Statute and the City‘s Development Agreement Regulations are collectively referred to herein as the “Development Agreement Law.”
C. Developer isthe owner of that certain real property located at I000 Mills Lane, St.

Helena in the County of Napa, State of Califomia and more particularly described and depicted in Exhibits A and §_ attached hereto and incorporated herein (the “Property”).

D. Developer has applied to the City to construct on the Property a maximum 65 room hotel with ancillary retail and related amenities(the “Project”). The Project is more fully described in Exhibit C, Project Description, and incorporated herein by reference. pursuant to (“CEQA”) 21000 e! seq.) and approved by Resolution No. 2020-100 adopted by the City Council on October 13, 2020. F. Prior to or concurrently with approval of this Agreement, the City will take several actions to review and plan for the future development and use of the Project ("Existing Approvals”). These include: 1. Ordinance No. 2020-9 approving this Agreement; 2. ResolutionNo. 2020-100 approvingthe Use Permit and DesignReview for the Project; 83578 0l)| 06\33~l-l8026l Agenda Item #7.5.

IQ

3. Resolution No. 2020-100 approving the Lot Line Adjustment, Lot Merger, and Variance required for the Project; and

4. ResolutionNo. 2020-100 approving the MND.

A copy of the Existing Approvals are attached hereto as Exhibit D.

G. It is the intent of City and Developer to establish certain conditions and requirements related to review and development of the Project. which are or will be the subject of subsequent development applications and land use entitlements.

H. City findsthat the Agreement will promote orderly growth and quality development in accordance with the goals and policiesset forth in the General Plan; is compatiblewith the uses authorized in, and the regulations prescribed for, the district in which the Property is located; will promote the public convenience, general welfare. and good land use practice; will not be detrimental to the health, safety and general welfare; will not adversely affect the orderly development of property or the preservation of property value; and will promote and encourage the development of the Project by providing a greater degree of requisite certainty.

I. City and Developer have reached mutual agreement and desire to voluntarily enter into this Agreement to facilitate development of the Project subject to the conditions and requirementsset forth herein.
.l. City has given the required notice of its intentionto adopt this Agreement and has conducted public hearings thereon pursuant to Govemment Code section 65867 and Municipal Code section 17.156.070. The City hasreviewed and evaluated this Agreement in accordance with the Development Agreement Law and found that the provisions of this Agreement and its purposes are consistent with the Development Agreement Law and the goals, policies, standards and land use designations specified in the General Plan.

K. On October 13,2020 the City Council introducedOrdinance No. 2020-9 approving this Agreement and authorizing its execution, and adopted that Ordinance on October 27, 2020.

The Ordinance became effective on November 26, 2020.

AGREMENT
covenants herein and other valuable consideration, the Parties hereby agree as follows:
83 57
8 00ll) I6
\33- H30
26 Agenda Item #7.5.

ARTICLE 1

DEFINITIONS
l.l De?nitions.
“Aj'?liate" means and refers to any person or entity. directly or indirectly, Controlling or Controlled by or under common Control with the applicable person or entity, whether by direct or indirect ownership of equity interests, by contract or otherwise. “Agreement" shall mean this Development Agreement between City and Developer, including all Exhibits hereto.
“Applicable Law" is de?ned in Section 3.2.
“Ca! Trans” means the California Department of Transportation. “CEQA"means the California Environmental Quality Act, California Public Resources Code section 21000, et seq., as amended from time to time. “CEQAGuidelines" means the State CEQAGuidelines (California Code of Regulations,Title 14, section 15000, et seq.), as amended from time to time. “Changes in the Law" is de?ned in Section 3.7.
“City
" means the City of St. Helena, a municipal corporation. “City Council" means the City Council of the City of St. Helena. “City Manager" means City’s City Manager or his or her designee. “City Parties” means and includes City and its elected and appointed of?cials, of?cers, employees, attorneys, contractors and representatives. “Claims” means liabilities, obligations, orders, claims, damages, ?nes, penalties, and expenses, including attorneys’ fees and costs.
utility provider to utility users as a cost for connecting water, sanitary sewer, and other applicable utilities, except for any such fee or portion thereof that constitutes an Impact Fee, as de?ned below. “Control” means and refers to possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether by ownership of equity interests, by contract or otherwise. “Controlling” and “Controlled” mean and refer to exercising or having Control. “Default"is de?ned in Section 12.1.

Agenda Item #7.5.

“DeveIoper" means LMR Property Acquisition Partners LLC and its permitted successor and assigns.
“DevelopmentAgreement Law" is defined in Recital B.
“DevelopmentAgreementRegulations" is de?ned in Recital B. “DevelopmentAgreementStatute" is defined in Recital A.
“Discretionary Action” or “Discretionary Approval” means an action which requiresthe exercise of j udgment, deliberation or a decision on the part of the City. including any board, commission or department or any officer or employee of the City, in the process of approving or disapproving a particular activity, as distinguished from an activity which merely requires the City, including any board, commission or department or any officer or employee of the City, to determine whether there has been compliance with statutes, ordinances or regulations. “EffectiveDate" means the date that this Agreement becomes effective as determined under Section 2.1.
“Enacting Ordinance" refers to the Ordinance identi?ed in Recital K. “Exactiorts
" means exactions that may be imposed by the City as a condition of developing the Project, including requirements for acquisition, dedication or reservation of land; and obligations to construct on-site or off-site public and private infrastructure improvements such as roadways, utilities or other improvements necessary to support the Project, whether such exactions constitute subdivision improvements, mitigation measures in connection with environmental review of the Project, or impositions made under Applicable Law, including, but not limited to, the Highway 29 Specific Plan. For purposes of this Agreement, Exactions do not include Impact Fees.
“Existing Approvals" means and includes those pennits and approvals for the Project granted by City to Developer as of the Effective Date as set forth in Recital F. “Extension Term" is defined in Section 2.2.1.
“Highway 29 Specific Plan” means the Highway 29 Specific Plan approved by the City Council of the City of St. Helenaon February 22, 2005. "Housing Fees” means the nonresidentialdevelopment project housing impactfees charged by the City to further affordable housing pursuant to Municipal Code section l7.l46.040. “Impact Fees" means the monetary amount charged by City in connection with a development project for the purpose of defraying all or a portion of the cost of mitigating the impacts of the development project or development of the public facilities related to the Agenda Item #7.5.

development project, including, any "fee” as that term is de?ned by Government Code section 66000(b).
"Initial Term" is de?ned in Section 2.2.
“Litigation Challenge" is de?ned in Section 9.3.
“Major Amemlment" is de?ned in Section 8.2.
“Minor Amendment" is de?ned in Section 8.2.
“MND
" is de?ned in Recital F.
“Mortgage
" means any mortgage, deed of trust, security agreement, and other like security instrumentencumberingall or any portionof the Property or any of the Developer’srights under this Agreement
“Mortgagee" means the holder of any Mortgage, and any successor, assignee or transferee of any such Mortgage holder.
"Municipal Code" means and refers to the City of St. Helena’s Municipal Code, as amended from time to time.
“New City Laws" means and includes any ordinances, resolutions.orders, rules, of?cial policies, standards, speci?cations, guidelines or other regulations, which are promulgated or adopted by the City (including but not limited to any City agency, body, department, of?cer or employee) or its electorate (through their power of initiative or otherwise) after the Effective Date. “Notice ofBreach
" is de?ned in Section 12.1.
“0tl1erAgency Fees" is de?ned in Section 4.3.
“Permitterl Delay
" is de?ned in Section 13.3.
“Permitterl Transfer"means any of the following types of Transfer by Developer, which unless otherwise provided do not require the City’s prior written approval:

1. Any Transfer to a pursuant to a Instrument as collateral for ?nancing to pay all or any part of the cost of construction of the Project; or pursuant to a Security Instrument as collateral for a pennanent ?nancing for the Project. 2. Any Transfer directly resulting from the foreclosure or deed in lieu of foreclosure of a Security Instrument for a loan from a Lender for construction or permanent ?nancing for the Project or as otherwise pennitted under Article 1l. 3. Any Transfer of stock or equity in the Developer that does not change management or operational Control of the Project, with no material change in bene?cial ownership (with the exception of any conveyance to member(s) of the immediate family(ies) of 83578 0()|06\33-H8026 I
Agenda Item #7.5.

the transferor(s) or trusts for their bene?t) and which constitutes a tax-free transaction under Federal income tax law and California real estate transfer tax.

4. A Property Transfer from Developer to an Af?liate provided that such Af?liate is Controlled by Long Meadow Ranch Partners, L.P., a California limited partnership. “Planning Commission” means the City of St. Helena PlanningCommission. “Processing Fees
" means all fees for processing development project applications, including any required supplemental or other further environmental review, plan checking and inspection and monitoring for land use approvals, design review, grading and building permits, General Plan maintenance fees, and other permits and entitlements required to implement the Project, which are in effect at the time those penrrits. approvals or entitlements are applied for, and which are intended to cover the actual costs of processing the foregoing. “Project Approvals
" means the ExistingApprovals and all SubsequentApprovals. "Project" is de?ned in Recital D.
"Property" is de?ned in Recital C.
“Property Transfer”means and refers to any "change in ownership,” as de?ned in Revenue and Taxation Code Sections 60, e_t$1., of all or any portion of the Property. “Security Instrument" means any security instrument, deed of trust, security deed, contract for deed, deed to secure debt, or other voluntary real property (including leasehold) security instrument(s) or agreement(s) intended to grant real property (including leasehold) security for any obligation (including a purchase-money or other promissory note) encumbering the Property, as entered into, renewed, modi?ed, consolidated, increased, decreased, amended, extended, restated, assigned (wholly or partially), collaterally assigned, or supplemented from time to time, unless and until paid, satis?ed, and discharged of record. If two or more such security instrumentsare consolidatedor restated as a single lien or held by the same Lender(as applicable) then all such security instruments so consolidated or restated shall constitute a single Security Instrument. A participation interest in a security instrument (or partial assignment of the secured loan) does not itself constitute a Security Instrument. through 66499.58, as it may be amended from time to time. “Subsequent Approvals” is de?ned in Section 7.]. “Term " means the Initial Term plus any Extension Term, if such Extension Term is granted under the terms of this Agreement. “Total Cost” is de?ned in Section 7.3. l. “TrafficFees” means Impact Fees charged by the City to ?nance circulation improvements including those Impact Fees charged pursuant to MunicipalCode section 3.32.100 83578 0Ol06\33448026 l Agenda Item #7.5.

“ Transfer"means any of the following:

1. Any assignment, conveyance, grant, hypothecation, mortgage, pledge, sale, or other transfer, whether direct or indirect, of all or any part of such propeny,right or obligation, or of any legal, bene?cial, or equitable interest or estate in such property, right or obligation or any pan of it (including the grant of any easement, lien, or other encumbrance); or

2. Any conversion, exchange, issuance, modi?cation, reallocation, sale, or other transfer of any direct or indirect equity interest(s) in the owner of such property, right or obligation by the holders of such equity interest(s); or

3. Any merger, consolidation, sale, or lease of all or substantially all of the assets of the Developer or a series of such sales, assignments and the like that, in the aggregate, result in a disposition of more than a 49% interest of all or substantially all of the assets of the Developer; or

4. Any Property Transfer; or

5. The recordationof any deed of trust, mortgage, lien or similar encumbrance against all or any portion of the Property or the Project. “Transient Occupancy Tax” means those taxes levied by City pursuant to Municipal Code chapter 3.28, which are collected and remitted to City by hotel operators.

ARTICLE 2

EFFECTIVE DATE AND TERM

2.] Effective Date. The Effective Date of this Agreement shall be the later of (a) the date that is thirty (30) days after the date that the Enacting Ordinance is adopted, or (b) the date this Agreement is fully executed by the Parties. The Effective Date is inserted at the beginning of this Agreement. The Parties acknowledge that section 65868.5 of the Development Agreement Statute requires that this Agreement be recorded in the official records of Napa County no later than ten (10) days after the City enters into this Agreement, and that the burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the Parties to this Agreement.
on the Effective Date and shall expire on the ??h (5"‘)anniversary of the Effective Date. unless earlier terminated. 2.2.] Extension of Initial Tenn. The Initial Term of this Agreement may be extended from the date of expiration of the Initial Tenn until the date which is live (5) years following the expiration of the lnitial Term ("Extension Term”), provided that at the end of the lnitial Term: (a) Developer is not, at the time, in Default of any of its obligations hereunder following notice and expiration of applicable cure periods; (b) the applicable Developer warranties and representations in Section 2.4 below continue to be true and correct; and (e) no event has occurred which with the passage of time or giving of notice or both would constitute a Default by Developer hereunder. Following the expiration of the Term, or the earlier completion 7 83578 00l()6\33-H8026 l Agenda Item #7.5.

of development of the Project and satisfaction of all of Developer’s obligations in connection therewith, this Agreement shall be deemed tenninated and of no further force and effect; provided, however, that this termination shall not affect reimbursements to Developer under Section 7.3, Developer’s obligation to pay the Affordable Housing Payment pursuant to Section 5.1.6, or any right or duty arising from entitlementsor approvals, including the Project Approvals concurrently with, or subsequent to, the Effective Date. The Initial Term or Extension Tenn, as applicable, shall automatically be extended for the period of time of any actual delay resulting from any enactments pursuant to New City Laws that are necessary to protect the physical health and safety of the public that are uniformly applied on a City-wide basis.

2.2.2 Memorandum of Extension. If the Extension Term is granted, City and Developer agree to execute, acknowledge and record in the official records of Napa County a memorandum evidencing approval of the Extension Tenn.

2.3 City Representations and Warranties. City represents and warrants to Developer that, as of the Effective Date:

2.3.1 City is a municipal corporation, and has all necessary powers under the laws of the State of California to enter into and perfonn the undenakings and obligations of City under this Agreement.

2.3.2 The execution and delivery of this Agreement and the perfonnance of the obligations of the City hereunderhave been duly authorized by all necessary City Council action and all necessary approvals have been obtained.

2.3.3 This Agreement is a valid obligation of City and is enforceable in accordance with its tenns.

2.3.4 During the Term of this Agreement, City shall, upon learning of any fact or condition which would cause of any ofthe warranties and representations in this Section 2.3 not to be true, immediately give written notice of such fact or condition to Developer.

2.4 Developer Representations and Warranties. Developer represents and warrants to City that, as of the Effective Date:
necessary powers California to own property interests and in all other respects enter into and perfonn the undertakings and obligations of Developer underthis Agreement. 2.4.2 The execution and delivery of this Agreement and the necessary performance of the obligations of Developer hereunder have been duly authorized by all necessary company action and all necessary member approvals have been obtained. 2.4.3 This Agreement is a valid obligation of Developer and is enforceable in accordance with its tenns.

Agenda Item #7.5.

2.4.4 Developer has not (a) made a general assignment for the bene?t of creditors; (b) ?led any voluntary petition in bankruptcy or suffered the ?ling of any involuntary petition by Developer’s creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially all, of Deve|oper‘s assets; (d) suffered the attachmentor otherjudicial seizure of all, or substantially all, of Developer’s assets; or (e) admitted in writing its inability to pay its debts as they come due.

2.4.5 During the Term of this Agreement, Developer shall, upon learningof any fact or condition which would cause any of the warranties and representations in this Section 2.4 not to be true, immediately give written notice of such fact or condition to City.

ARTICLE 3

DEVELOPMENT OF THE PROPERTY

3.1 Vested Rights. The Property is hereby made subject to the provisions of this Agreement. Developer shall have the vested right to develop the Property and the Project in accordance with and subject to the Existing Approvals, the Subsequent Approvals, Applicable Law and this Agreement, which shall, among other things, control the permitted uses, density and intensity of use of the Property, requirements for on- and off-site infrastructure and public improvements, the Exactions, and the maximum height and size of buildings on the Property.

3.2 Applicable Law. City and Developer acknowledge and agree that City isrestricted in its authority to limit its police power by contract and that the limitations, reservations and exceptions contained in this Agreement are intended to reserve to City all of its police power that cannot be so limited. Notwithstanding the foregoing reservation of City, it isthe intent of City and Developer that this Agreement be construed to provide Developer with rights afforded by law, including but not limited to, the Development Agreement Statute. Therefore, the laws, rules, regulations, of?cial policies, standards and speci?cations of City applicable to the development of the Property and/or the Projectshall be (collectively, "Applicable Law”):

3.2.1 Those rules, regulations, of?cial policies, standards and speci?cations of the City set forth in the ProjectApprovals and this Agreement. For purposes of convenience and clarity and to provide a centralized set of reference documents, Exhibit E describes and attaches portions of the Project Approvals and the Applicable Law, which sets forth the applicable uses,
intend for Exhibit E to limit any vested rights or other rights or obligations speci?cally contemplated or conferred by this Agreement; 3.2.2 With respect to matters not addressed by and not otherwise inconsistent with the Project Approvals and this Agreement, those laws, rules, regulations, of?cial policies, standards and speci?cations (including City ordinances and resolutions) governing permitted uses, building locations, timing and manner of construction, densities, intensities of uses, heights and sizes, requirements for on- and off-site infrastructure and public improvements, in force and effect on the Effective Date; Agenda Item #7.5.

I0

3.2.3 New City Laws that relate to hearing bodies, petitions, applications, notices, ?ndings, records, hearings, reports, recommendations, appeals and any other matter of procedure imposed at any time, provided such New City Laws are uniformly applied on a Citywide basis to all substantially similartypes of development projects and properties;

3.2.4 New City Laws that revise City’s uniform construction codes. including City’s building code, plumbing code, mechanical code, electrical code, ?re code, grading code and other uniform construction codes, as of the date of permit issuance, provided, that such New City Laws are unifonnly applied on a City-wide basis to all substantially similar types of development projects and properties;

3.2.5 New City Laws that are necessary to protect physical health and safety of the public; provided, that such New City Laws are uniformly applied on a City-wide basisto all substantially similartypes of development projects and propenies;

3.2.6 New City Laws that do not con?ict with this Agreement or the Project Approvals, provided such new City Laws are uniformly applied on a City-wide basis to all substantially similartypes of development projects and properties; and

3.2.7 New City Laws that do not apply to the Property and/or the Project due to the limitations set forth above, but only to the extent that such New City Laws are accepted in writing by Developer in its sole discretion.

3.3 Development Timing. City and Developer acknowledge that Developer cannot at this time predict what portions of the Project will be included within any phase of the Project, when or the rate at which the phases will be developed or the order in which each phase will be developed. Such decisions depend upon numerous factors that are not within the control of Developer, such as market orientation and demand, interest rates, absorption, completion, availability of ?nancing and other similar factors. In particular, and not in any limitation of any of the foregoing, since the California Supreme Court held in Pardee Construction Co. v. The City ofCumarillo, 37 Cal.3d 465 (1984), that the failure of the parties therein to consider and expressly provide for the timing of development resulted in a later-adopted initiative restricting the timing of development prevailing over such parties’ agreement, it is the desire to avoid that result by acknowledging that, unless otherwise provided for in this Agreement or the Project Approvals, exercise of its discretion, subject to the terms, requirements and conditions of the Project Approvals and this Agreement. 3.4 Regulation by Other Public Agencies. City and Developer acknowledge and agree that other governmental or quasi-govemmental entities not within the control of City possess authority to regulate aspects of the development of the Property and the Project and that this Agreement does not limit the authority of such other public agencies. City shall reasonably cooperate with Developer in Developer’s effort to obtain such permits and approvals as may be requiredby other governmental or quasi-govemmentalentitiesin connectionwith the development of, or the provision of services to, the Property and/or the Project; provided, however, City shall Agenda Item #7.5.

have no obligation to incur any costs, without compensation or reimbursement, or to amend any City policy. regulation or ordinance in connection therewith.

3.5 Life of Project Approvals. The tem of any and all Project Approvals shall automatically be the longer of the Tenn or the term otherwise applicable to such ProjectApproval.

3.6 Developer’s Right to Rebuild. City agrees that Developer may renovate or rebuild portions of the Project at any time within the Term should it become necessary due to any casualty, including natural disaster or changes in seismic requirements. Such renovations or reconstruction shall be processed as a Subsequent Project Approval consistent with all prior Project Approvals and ApplicableCity Law. Any such renovationor rebuildingshall be subject to all design, density and other limitations and requirements imposed by this Agreement, and shall comply with the ProjectApprovals, ApplicableCity Law, and the requirementsof CEQA.

3.7 State and Federal Law. As provided in Section 65869.5 of the Development Agreement Statute, this Agreement shall not preclude the applicability to the Project of changes in laws, regulations, plans or policies, to the extent that such changes are speci?cally mandated and required by changes in State or Federal laws or by changes in laws, regulations, plans or policies of special districts or other governmental entities, other than City, created or operating pursuant to the laws of the State of California (“Changes in the Law”). In the event Changes in the Law prevent or preclude, or render substantially more expensive or time consuming, compliance with one (1) or more provisions of this Agreement, the City and Developer shall meet and confer in good faith in order to determine whether such provisions of this Agreement shall be modified or suspended, or perfonnance thereof delayed, as may be necessary to comply with Changes in the Law. Nothing in this Agreement shall preclude City or Developer from contesting by any available means (including administrative orjudicial proceedings) the applicability to the Project any such Changes in the Law. If Changes in the Law preclude or substantially prevent or preclude, or render substantially more expensive or time consuming, performanceof this Agreement in a manner that makes the Project economically infeasible, Developer, in its sole and absolute discretion, may terminate this Agreement by providing written notice thereof to City.

3.8 Subsequent Development Review. The City shall not require Developer to obtain any approvals or permits for the development of the Project in accordance with this Agreement other than those permits or approvals that are required by the Applicable Law. However, any intensity, density, building height or timingof the Project, or decreasesthe lot area, setbacks, yards, parking or other entitlements pennitted on the Property shall be subject to the rules, regulations, ordinances and official policies of the City then in effect. 3.9 Effective Development Standards. The City agrees that it is bound to permit the uses, intensity of use and density on the Property which are permitted by this Agreement, insofar as this Agreement and the Project Approvals so provide or as otherwise set forth in the Applicable Law. The City hereby agrees that it will not unreasonably withholdor unreasonably condition any Discretionary Action or DiscretionaryApproval which must be issued by the City in order for the Project to proceed, provided that Developer reasonably and satisfactorily complies with all preliminary procedures, actions, payments of Processing Fees, and criteria generally required of l 1 83578 DOI06\33—H8026I Agenda Item #7.5.

developers by the City for processing applications for developments and consistent with this Agreement.

3.10 Moratoria. In the event an ordinance, resolution or other measure is enacted, whether by action of the City, by initiative, or otherwise after the Effective Date, which relates to the rate, timing,or sequencingof the developmentor constructionon all or any part of the Property, including, without limitation, any ordinance, resolution or other measure restricting or precluding the issuance of building permits, the City agrees that the ordinance, resolution or other measure shall not apply to the Property or this Agreement, unless the changes are both (a) found by the City to be necessary to protect the health and safety of the residents of the City, and (b) generally applicable on a Citywide basis.

ARTICLE 4
FEES

4.] Impact Fees and Exactions. City may charge and, subject to Developer’s right to protest and/or pursue a challenge in law or equity to any new or increased Impact Fees, Developer shall pay any and all Impact Fees imposed by City, including new Impact Fees adopted after the Effective Date; provided, however, City shall only require Developer to pay new Impact Fees (including increasesin Impact Fees) that are unifonnly applied by City to all substantially similar types of Development Projects and properties. Pursuant to St. Helena Municipal Code Section l7.l46.040, Developer shall pay Traffic Fees upon City's issuance of a certificate of occupancy, while all other Impact Fees shall be paid prior to issuance of a building permit. In addition, City may impose and Developer shall comply with those Exactionsrequired by this Agreement and the Project Approvals. Notwithstanding anything to the contrary contained in this Section 4.], except as otherwise speci?cally provided in Section 3.2 above, in no event shall the City impose any additional Exactions (beyond those set forth in the Existing Approvals and this Agreement) in connection with the development of the Project, as long as such development is substantially consistent with the Project Approvals.

4.2 Processing Fees. Subject to Developer’s right to protest and/or pursue a challenge in law or equity to any new or increased Processing Fee, City may charge and Developer agrees to pay any and all Processing Fees which are in effect on a City-wide basis at the time those permits, approvals or entitlements are applied for, and which are intended to cover the actual costs

4.3 Other Agency Fees. Nothing in this Agreement shall preclude City from collecting fees from Developerthat are lawfully imposedon the Project by another agency havingjurisdiction over the Project, which the City isrequired to collect pursuant to Applicable Law (“Other Agency Fees”). 4.4 Connection Fees. Subject to Developer’s right to protest and/or pursue a challenge in law or equity to any new or increased Connection Fee, City may charge and Developer shall pay any Connection Fee that is lawfully adopted.

Agenda Item #7.5.

ARTICLE 5

DEVELOPER OBLIGATIONS

5.1 Developer Obligations. In consideration of the rights and bene?ts conferred by City to Developer under this Agreement, Developer shall perform the public bene?t obligations and pay to City the contributions set forth in this Article 5 all within the times set forth herein.

5.1.1 Mills Lane Improvements. Developer shall construct improvements to Mills Lane as depicted in Exhibit F ("Mills Lane Improvements”), which are consistent with City’s Highway 29 Speci?c Plan, prior to or concurrently with the development of the Project and shall complete the Mills Lane Improvements prior to the issuance of the first certi?cate of occupancy for the Project by the City. Construction shall be completed in accordance with improvements plans as approved by the City Engineer, and before Developer receives a ?nal certi?cate of occupancy for the Project.

5.1.2 Storm Drain Improvements. Developer shall construct those certain storm drain improvements necessary to extend and improve the stonn drain along Mills Lane to serve properties on Mills Lane. La Fata Street, Fountain Street, Grayson Avenue, Main Street (to Charter Oak Avenue), and Vidovich Avenue and to construct an outfall for said storm drain into the Napa River (the "Storm Drain Improvements”). The Storm Drain Improvements shall be designed by City in accordance with the City’s long-standing plan for this separate project as contained in City’s Storm Drain Mater Plan dated September 2000 (see Table 4-1) and the Highway29 Speci?c Plan (see pages 37-39, Exhibit 1I), and are depicted in Exhibit G. City shall further be responsible for permitting required for the Storm Drain Project, which are anticipated to include permits from the California Department of Fish and Wildlife, San Francisco Regional Water Quality Control Board and Army Corps of Engineers. Developer shall commence constructionof the Storm Drain Improvements after the City has secured the permits required for the Storm Drain Improvements, provided. however, that the Storm Drain Improvements shall be completed before the Developer receives a ?nal certi?cate of occupancy for the Project.

5.1.3 La Fata Sidewalk Improvements. Developer shall design and construct those certain sidewalk improvements on the west side of La Fata Street as depicted in Exhibit H (the “La Fata Sidewalk Improvements”). Developer shall construct the La Fata Sidewalk in accordance with improvement plans as approved by the City Engineer. The La Fata Sidewalk access to an alternate employee parking lot prior to occupancy of the Project where Developer's employees will no longer utilize the La Fata Sidewalk Improvements to access the Project site the Developer may request that the City consider such alternate parking lot as an acceptable location for employee parking. In the event City approves such alternative parking lot for employee parking, which approval City may grant or deny in its sole discretion, Developer shall be relieved of the obligation to construct the La Fata Sidewalk Improvements pursuant to this Section 5.1.3. 5.1.4 Recycled Water Improvements. Developer shall construct and install additional piping to convey recycled water in the public right of way in Mills Lane extending from Highway 29 easterly to the eastern end of Mills Lane (the “Recycled Water Pipe”) in a I3 83578.00] 06\334-18026l Agenda Item #7.5.

manner as directed by the City Engineer and shall be completed prior to November 1, 2022 as a prerequisite for a ?nal certificate of occupancy for the Project. For purposes of this agreement “recycled water” means wastewater treated by the City’s wastewater treatment facility that meets State requirementsfor reuse, including but not limited to California Department of Public Health regulations contained in Title 17 and Title 22 of the California Code of Regulations. The Recycled Water Pipe shall be designed and at a size as directed by the City Engineer, but is anticipated to be a twelve (12) inch pipe and will be installed in the trench constructed for the Stonn Drain Improvements. Developer shall construct and install the Recycled Water Pipe as a means of offsetting its water requirement in accordance with Chapter 13.12 of the St. Helena Municipal Code. The construction of the Recycled Water Pipe is being conducted in lieu of paying the in—lieuretro?t fee that would otherwise be required of the Project pursuant to Section l3.12.030(B)ofthe St. Helena Municipal Code.

5.1.4.1 To allow Developer’sRecycled Water Pipeto offset the Project’s use of City water, City shall seek options to improve its wastewater treatment facility to treat wastewater to the above referenced State requirements and shall install necessary piping such that the Recycled Water Pipe is delivering recycled water to Crane Park’s irrigation infrastructure ("Improvements”). City shall pursue efforts to complete these improvements on or before November 1, 2022, subject to CEQAand the right to not build the Improvements in any form. In the event the Improvements are not completed by November 1, 2022, City and Developer will cooperate to identify and implement measures calculated to save potable water in amounts equal to the Project’s use of City water until recycled water is delivered to Crane Park, if ever.

Notwithstanding the above, nothing herein shall commit or otherwise require the City, or be interpreted as committing or requiring the City, to approve the Improvements, or any portion thereof. Further, the Parties acknowledge and agree that the City retains full discretionary authority with respect to the Improvements, and may deny or approve the Improvements, or any portion thereof. Similarly, the City retains full authority under CEQAand other environmental laws to impose any and all feasible mitigation to reduce potentially significant impacts and to consider and adopt alternatives to the Improvements, speci?cally including the “no project” alternative.

5.1.5 Affordable Housing. In lieu of paying the City’s nonresidential development project housing impact fee pursuant to City of St. Helena MunicipalCode Section

17.146.040, Developer shall make a payment in the amount and manner set forth in this Section Payment”). The Affordable Housing Payment shall be made to the City in the manner and for the purposes set forth in this Section. 5.1.5.1 One Million Dollars ($1,000,000) (the "lnitial Housing Payment”) shall be paid to the City prior to and as a condition of issuance of the building permit for the Project. The InitialHousing Payment shall be set aside by the City to be used by Our Town St. Helena or its designee (which designee must be approved by the City) ("OTSH”) to acquire that certain parcel designatedas APN 009-660-005 and commonly known at the "Phelps Property” or an equivalent parcel suitable for the purpose of developing affordable housing as approved by the City in its discretion (the “Affordable Housing Parcel”) subject to and conditioned upon satisfaction of the following conditions: 14 83578 00106\33-148026 l Agenda Item #7.5.

(i) Prior to the time that the Initial Housing Payment is due and payable by Developer to City, OTSH shall provide evidence satisfactory to the City that OTSH has entered into a binding purchase option or binding purchase agreement for the acquisition of the Affordable Housing Parcel. If OTSH has not provided such evidence prior to the time the Initial Housing Payment is due and payable to the City, the Initial Housing Payment may be used by the City for any affordable housing purpose at its discretion, and the City shall have no further obligation to set aside the Initial Housing Payment for the acquisition of the Affordable Housing Parcel.
(ii) Subject to paragraph (i) above, the City shall deposit the Initial Housing Payment into escrow for the acquisition of the Affordable Housing Parcel at such time as requestedby OTSH, provided that OTSH has satis?ed the following conditions precedent:
(a) OTSH has provided evidence satisfactory to the City that OTSH has secured land use entitlements from the City and all other applicable governmental agencies for the development of not lessthan twenty (20) units of for-sale or rental housing on the Affordable Housing Parcel, including but not limited to a General Plan Amendment and Zone Change. Developer acknowledges that City’s zoning, building and land use regulations shall be applicable to any development of the Affordable Housing Parcel, and nothing herein shall be construed as a waiver or limitation on the City’s discretion in considering any application for land use entitlements on the Affordable Housing Parcel.
(b) OTSH has provided evidence satisfactory to the City that it has secured ?nancing suf?cient to construct and develop not less than 20 units of for-sale or rental housing with not lessthan 50° 0 of the total units affordable to very low incomehouseholds and not less than 50% of total units affordable lower income households. both as de?ned in St.

Helena MunicipalCode Section l7.l44.020.
(c) OTSH has entered into an Affordable Housing
Covenant or Regulatory Agreement with the City in a fonn satisfactory to the City Attorney, ensuring that the Affordable Housing Parcel shall be developed with affordable for-sale or rental housing consistent with the requirements of the project ?nancing described in paragraph (b) above, which covenant or agreement shall be recorded against the Property at the time of acquisition of the Affordable Housing Parcel by OTSH.
conditions precedent described in paragraphs (a)-(c) above on or before three (3) years from the date of payment of the Initial Housing Payment to the City by Developer, the City shall have no further obligation to set aside the Initial Housing Payment for the acquisition of the Affordable Housing Site, and the City may use the InitialHousingPayment for any affordable housing purpose as City deems appropriate. 5.1.5.2 The remaining Two Million Two Hundred Thousand ($2,200,000) of the Affordable Housing Payment (the "Second Housing Payment”) shall be due and payable to the City at the earlier of (i) a Transfer of the Property by Developer, other than a Permitted Transfer, (ii) conversion of the Developer’s construction ?nancing for the Project to permanent ?nancing, or (iii) sixty (60) months a?er issuance of a ?nal certi?cate of occupancy for 15 E357800l06\3344ll026 I Agenda Item #7.5.

the Project. The Second Housing Payment shall be deposited into the City’s affordable housing fund to be used for affordable housing purposes as City deems appropriate. This obligation shall survive the expiration of the Term or any Extended Term of this Agreement and the City shall have all rights and remedies available under this Agreement or in law or equity to compel Developer to makesuch Second Housing Payment at or before the time requiredunder this Section, even if the Term or any Extended Tenn has expired.

5.2 City of St. Helena Business License. Developer, at its expense, shall obtain and maintain a City of St. Helena business license at all times during the Term, and shall include a provision in all general contractor agreements for the Project requiring each such general contractor to obtain and maintain a City of St. Helena businesslicense during perfonnance of the work of construction.

5.3 Sales Tax Point of Sale Designation. Developer shall use good faith, diligent efforts to the extent allowed by law to require all persons and entities providing bulk lumber, concrete, structural steel and pre-fabricated building components, such as roof trusses, to be used in connection with the construction and development of, or incorporated into.the Project, to (a) obtain a use tax direct payment permit; (b) elect to obtain a subcontractor permit for the job site of a contract valued at Five Million Dollars ($5,000,000) or more; or (c) otherwise designate the Property as the place of use of material used in the constructionof the Project in order to have the local portion of the sales and use tax distributed directly to City instead of through the countywide pool. Developer shall instruct its general contractor(s) for the Project to, and cause such general contractor(s) to instruct its/their subcontractorsto, cooperate with City to ensure the local sales/use tax derived from construction of the Project is allocated to City to the fullest extent possible. To assist City in its efforts to ensure that such local sales/use tax is so allocated to City, Developer shall on an annual basis provide City with such infomration as shall be reasonably requested by City regarding subcontractorsworking on the Project with contracts in excess of the amount set forth above, including a description of all applicablework and the dollar value of such subcontracts. City may use such information to contact each subcontractor who may qualify for local allocation of use taxes to City.

ARTICLE 6

ANNUAL REVIEW

6.1.] Purpose. As requiredby California Government Code section 65865.1 and Municipal Code section l7.l56.l20, City and Developer shall review this Agreement and all actions taken pursuant to the terms of this Agreement with respect to the development of the Project every twelve (12) months solely to detennine good faith compliancewith this Agreement. Speci?cally, City’s annual review shall be conducted for the purposes of detennining compliance by Developer with its obligations underthis Agreement. Eachannualreview shall also document: (a) the status of the Project development. and (b) any extension of the Initial Term of this Agreement pursuant to Section 2.2. 6.1.2 Conduct of Annual Review. The annual review shall be conducted as provided in this Section 6.1.2. By December 1st of each year, Developer shall provide 16 83578 00l06\33-H8026 I Agenda Item #7.5.

documentation of its good faith compliance with this Agreement during the calendar year, and such other infonnation as may reasonably be requested by the City Manager. Within ninety (90) days after receipt of Developer’s documents of good faith compliance with this Agreement, the City Manager shall make a detennination regarding whether or not Developer has complied in good faith with the provisions and conditions of this Agreement. This detennination shall be made in writing with reasonable specificity, and a copy of the determination shall be provided to Developer in the manner prescribed in Section 13.2. If the City Manager ?nds good faith complianceby Developer with the terms of this Agreement, Developer shall be noti?ed in writing and the review for that period shall be concluded. If the City Manager is not satis?ed that Developer is performing in accordance with the terms and conditions of this Agreement, the City Manager shall prepare a written report specifying why the Developer may not be in good faith compliance with this Agreement, refer the matter to the City Council, and notify Developer in writing at least ?fteen (15) business days in advance of the time at which the matter will be considered by the City Council. This notice shall include the time and place of the City Council’s public hearing to evaluate good faith compliance with this Agreement, a copy of the City Manager’s report and recommendations, if any, and any other information reasonably necessary to inform Developer of the nature of the proceeding. The City Council shall conduct a public hearing at which Developer must submit evidence that it has complied in good faith with the terms and conditions of this Agreement. Developer shall be given an opportunity to be heard at the hearing. The ?ndings of the City Council on whether Developer has complied with this Agreement for the period under review shall be based upon substantial evidence in the record. If the City Council determines, based upon substantial evidence, that Developer has complied in good faith with the terms and conditions of this Agreement, the review for that period shall be concluded. If the City Council determines, based upon substantial evidence in the record, that Developer has not complied in good faith with the tems and conditions of this Agreement, or there are signi?cant questions as to whether Developer has complied with the terms and conditions of this Agreement, the City Council, at its option, may continue the hearing and may notify Developer of the City’s intent to meet and confer with Developer within thirty (30) days of such determination, prior to taking further action. Following such meeting, the City Council shall resume the hearing in order to further consider the matter and to make a determination regarding Developer’s good faith compliance with the terms and conditions of this Agreement.

In the event City determines Developer is not in good faith compliance with the terms and conditions of this Agreement, City may give the Developer a written Notice of Breach, in which case the provisions of Section 12.], below, shall apply.

6.] to to an review shall not constitute a waiver by the City of its rightsto otherwise enforce the provisions of this Agreement nor shall Developer have or assert any defense to such enforcement by reason of any such failure to conduct an annual ARTICLE review. 7 COOPERATION AND IMPLEMENTATION 7.1 Subseguent Approvals. Certain subsequent land use approvals, entitlements, and permits other than the Existing Approvals, will be necessary or desirable for implementation of the Project ("Subsequent Approvals”). The Subsequent Approvals may include, without limitation, the following: amendments of the Existing Approvals, grading permits, building 17 3357:; um06\33-M8026 I
Agenda Item #7.5.

IX
permits, design review permits,sewer and water connection permits, certi?cates of occupancy, lot line adjustments. site plans, encroachment pennits, development plans, land use plans, building plans and speci?cations, parcel maps and or subdivision maps and any amendments to, or repealing of, any of the foregoing. Except as otherwise expressly provided herein, the City shall not impose requirements or conditions upon the development and construction of the Project that are inconsistent with the Project, Project Approvals, Existing Approvals, vested rights and the tenns and conditions of this Agreement. The City acknowledges and agrees that except as otherwise speci?cally provided in Section 3.3 above, as long as development of the Project sought in the Subsequent Approvals is substantially consistentwith the Project, in no event shall the City impose any additional Exactions (beyond those set forth in the ExistingApprovals) in connection with the development of the Project approved in the Subsequent Approvals.

7.2 Processing Applications for Subseguent Approvals.

7.2.1 Timelv Submittals by Developer. Developer acknowledges that City cannot begin processing applications for Subsequent Approvals until Developer submits complete applications on a timely basis. Developer shall use diligent good faith efforts to (a) provide to City in a timely manner any and all documents, applications, plans, and other information necessary for City to carry out its obligations hereunder; and (b) cause Developer’s planners, engineers, and all other consultants to provide to City in a timely manner all such documents, applications, plans and other materials required under Applicable Law. It is the express intent of Developer and City to cooperate and diligently work to obtain any and all Subsequent Approvals.

7.2.2 Timely Processing by City. Upon submission by Developer of all appropriate applications and Processing Fees for any pending Subsequent Approval, City shall, promptly and diligently, subject to City ordinances.policies and procedures, commence and complete all steps necessary to act on Developer’s currently pending Subsequent Approval applications including: (a) providing at Developer’s expense planning and processing of each pending Subsequent Approval application (provided that Developer shall pay such all costs at cost plus 10% for administrative costs incurred); (b) if legally required, providing notice and holding public hearings; and (c) acting on any such pending SubsequentApproval application.

7.3 Construction and Reimbursement for Public Improvements. Pursuant to Sections

5.1.1-5.1.5 of this Agreement, Developer is required to construct the Mills Lane Improvements, in which the required Public Improvements will be planned, designed and constructed, and provides for reimbursement to Developer for costs incurred in conjunction with the construction of these Public Improvements in excess of Developer’s share of the costs. 7.3.1 Planning and Design of Public Improvements. City will undertake and complete the planning and design of the Stonn Drain Improvements, including preparation of ?nal design plans, speci?cations, drawings and related materials as necessary for Developer to issue a request for bids for constructionof the Stonn Drain Improvements. Developer will undertake and complete the planning and design of the Mills Lane Improvements, La Fata Sidewalk Improvements and Recycled Water Pipe, including final design plans, speci?cations, 8 3
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Agenda Item #7.5.

I9
drawings and related materials as necessary to solicit bids for these improvements, which materials shall be subject to the review and approval by the City Engineer.

7.3.2 Construction of Public Improvements. Following completion of the design work described above, Developer shall bid the Mills Lane Improvements, Storm Drain Improvements and Recycled Water Pipe in conformance with all local and state bidding requirements applicable to the City. The City Engineer shall assist Developer as necessary to ensure compliance with applicable bidding requirements. The improvements described above may be bid as a single project, provided that if it is bid as a single project it will be broken into component parts in a manner as approved by the City Engineer, so that the costs of each component part is clearly indicated, to allow for calculation of Developer’s share of the cost of each of the required Public Improvements in accordance with this section. The Developer shall bid the La Fata Sidewalk Improvements in a manner as Developer deems appropriate. Developer shall award and enter into the contracts for all the Public Improvements and shall be solely responsible for all project and construction management activities. The Public Improvements shall be inspected and accepted by the City at the appropriate times in accordance with the City’s customary practice and processes.

7.3.3 Developer Share of Public Improvement Costs. Developer shall be solely responsible to pay the full cost of constructing the Public Improvements described herein, but shall be entitled to reimbursementfrom the City for a portionof the cost of constructing the Public Improvements in excess of the Deve|oper’s share of such costs. Developer’s share of the cost of each of the required Public Improvements is as follows:

7.3.3.1 Developer’s share of the cost of the Mills Lane Improvements shall be forty-one percent (41%) of the construction costs attributable to the Mills Lane Improvements as set forth in the bid documents for such improvements, including any change orders for such improvements that are reviewed and approved by the City Engineer.

7.3.3.2 Developer’s share of the cost of the Storm Drain Improvements shall be eighteen percent (18%) of the construction costs attributable to the Storm Drain Improvements as set forth in the bid documents for such improvements, including any change orders for such improvements that are reviewed and approved by the City Engineer.

7.3.3.3 shall the full cost to
change orders for such improvements that are reviewed and approved by the City Engineer up to a maximum amount of Two Hundred Fi?y-Six Thousand Five Hundred Forty-Nine Dollars ($256,549). Any construction costs in excess of this maximum amount shall be subject to reimbursement by the City in accordance with Section 7.3.4. 7.3.3.4 Developer shall pay the full cost of construction of the La Fata Sidewalk Improvements with no reimbursementfrom the City. 7.3.3.5 The amounts for which Developer is solely responsible as set forth above are collectively referred to herein as the “Developer’s Share of Public Improvements.” 8 3
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7.3.4 Reimbursement for Costs in Excess of Developer’s Share of Public Improvements.

7.3.4.1 Following construction of the Public Improvements by Developer and acceptance of said Public Improvements by the City, the City shall reimburse Developer for the construction costs of the Public Improvements in excess of the Developer’s Share of Public Improvements, as set forth in the bid documents for such Public Improvements, including any change orders reviewed and approved by the City Engineer, in the manner set forth below.

7.3.4.2 City shall reimburse Developer an amount equal to ?fty percent (50° o) of the Transient Occupancy Tax ("TOT”) received by the City from Developer pursuant to Chapter 3.28 of the St. Helena Municipal Code, until the construction costs in excess of Developer’s Share of Public Improvements have been reimbursed to Developer in full.

Reimbursement shall be made on a quarterly basis within thirty (30) days after the City has confirmed the amount of TOT paid by Developer for the prior quarter, provided that the City may, at its discretion, make additional or larger payments to the Developer toward to the total reimbursement amount. City may use any source of funds it deems appropriate to make the reimbursement payment required hereunder, including general fund moneys, impact fees as appropriate for the constructed improvements or other funds available to pay for the construction of capital improvements. City’s obligation to reimburse Developer pursuant to this section shall survive the expiration of the Term and any Extended Tenn.

ARTICLE 8

AMENDMENT OF AGREEMENT AND PROJECT APPROVALS

8.] Amendment by Written Consent. Except as otherwise expressly provided herein (including Section 6.1 relating to City’s annual review and Section 12.1 relating to tennination in the event of a breach), this Agreement may be terminated,modified or amended only by mutual written consent of the Parties hereto or their successors in interest or assignees and in accordance with the provisions of Government Code sections 65867, 65867.5, and 65868.

8.2 Major Amendments to Agreement. Any amendment to this Agreement which affects or relates to (a) the Tenn; (b) permitted uses of the Property; (c) provisions for the or terms or
or size of proposed buildings; or (f) monetary contributions by Developer, shall be deemed a “Major Amendment” and shall require giving of notice and a public hearing before the Planning Commission and City Council. Any amendment which is not a Major Amendment shall be deemed a “Minor Amendment” and shall not, except to the extent otherwise required by Applicable Law, require notice of public hearing before the Parties may execute an amendment hereto. The City Manager or his or her designee shall have the authority to determine if an amendment is a Major Amendment or a Minor Amendment. 8.3 Minor Amendment. The City Manager or his or her designee shall have the authority to review and approve amendments to this Agreement provided that such amendments are not Major Amendments. 83578 00l06\33-H8026 l Agenda Item #7.5.

8.4 Reguirement for Writing. No modi?cation, amendment or other change to this Agreement or any provision hereof shall be effective for any purpose unless speci?cally set forth in a writing which refers expressly to this Agreement and is signed by duly authorized representatives of both Parties or their successors in interest.

8.5 Subseguent CEQ2AReview. No additional CEQAdocumentation shall be required unless Developer proposes substantial changes in the Project that result in unmitigated environmental impacts beyond those analyzed in the PriorCEQAdocumentsor in the Prior CEQA Analysis. In the event that any additional CEQAdocumentation is legally required for any discretionary Subsequent Approval, then the scope of such documentationshall be focused, to the extent possible consistent with CEQA, on the speci?c subject matter of the SubsequentApproval, and the City, at Developer’sexpense, shall conductsuch additionalCEQAreview as expeditiously as possible.

ARTICLE 9

INSURANCE, INDEMNITY AND COOPERATION IN THE EVENT OF

LEGAL CHALLENGE

9.1 Insurance Reguirements. Developer shall procure and maintain, or cause its contractor(s) to procure and maintain, until the earlier of (a) the expiration of this Agreement; or (b) the completion of the Project, a commercial general liability policy in an amount not less than two million ($2,000,000) combined single limit, including contractual liability together with a comprehensive automobile liability policy in the amount of one million ($1,000,000), combined single limit. Such policy or policies shall be written on an occurrence form, so long as such fonn of policy is then commonly available in the commercial insurance marketplace. Developer’s insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A-:VIl or a rating otherwise approved by the City in its sole discretion. Developer shall furnish at City’s request appropriate certi?cate(s) of insurance evidencing the insurance coverage required hereunder, and City Parties shall be named as additional insured parties in such policies. The certi?cate of insurance shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation or tennination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination (ten (10) days advance notice in the case of cancellation for nonpayment of premiums) where the insurance carrier provides such notice to the Developer. Coverage provided hereunder by Developer shall policy or the endorsement shall contain a waiver of subrogation for the bene?t of City. 9.2 Indemnity and Hold Hannless. Developer shall indemnify, defend (with counsel reasonably acceptable to City) and hold harmlessCity Partiesfrom and against any and all Claims, including Claims for any bodily injury, death, or property damage, resulting directly or indirectly from the development or constructionof the Project by or on behalf of Developer, and/or from any other acts or omissions of Developer underthis Agreement, whethersuch acts or omissions are by Developer or any of Developer’s contractors, subcontractors, agents or employees, except to the extent such Claims arise from the sole active negligence or willful misconduct of City or City Parties. 8 3
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9.3 Defense and Cooperation in the Event of a Litigation Challengg. City and Developer shall cooperate in the defense of any court action or proceeding instituted by a third party or other governmental entity or of?cial challenging the validity of any provision of this Agreement, or the Project Approvals (“Litigation Challenge”), and the Parties shall keep each other infonned of all developments relating to such defense, subject only to con?dentiality requirementsthat may prevent the communicationof such information. To the extent Developer desires to contest or defend such Litigation Challenge, (a) Developer shall take the lead role defending such LitigationChallenge and may, in its sole discretion, elect to be represented by the legal counsel of its choice; (b) City may, in its sole discretion, elect to be separately represented by the legal counsel of its choice in any such action or proceeding with the reasonable costs of such representation to be paid by Developer; (c) Developer shall reimburse City, within ten (10) business days following City’s written demand therefor, which may be made from time to time during the course of such litigation, all reasonable costs incurred by City in connection with the Litigation Challenge, including City’s administrative, legal, and court costs and City Attomey oversight expenses; and (d) Developer shall indemnify, defend, and hold hamiless City Parties from and against any damages, attorneys’ fees or cost awards, including attorneys’ fees awarded under Code of Civil Procedure section 1021.5, assessed or awarded against City by way of judgment, settlement, or stipulation. Any proposed settlement of a Litigation Challenge shall be subject to City’s approval not to be unreasonably withheld, conditioned or delayed. If the tenns of the proposed settlement would constitute an amendment or modi?cation of this Agreement or any Project Approvals, the settlement shall not become effective unless such amendment or modi?cation is approved by City in accordance with Applicable Law, and City reserves its full legislative discretion with respect thereto. If Developer opts not to contest or defend such Litigation Challenge, City shall have no obligation to do so.

9.4 Prevailing Wages. Without limiting the foregoing, Developer acknowledges the requirements of California LaborCode Section 1720, e! .s'eq., and 1770 et set]., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and "maintenance” projects, as de?ned. If work on off-site improvements pursuant to this Agreement is being perfonned by Developer as part of an applicable “public works” or “maintenance” project, as de?ned by the Prevailing Wage Laws, and if the total compensation under the contract in question is $1,000 or more, Developer agrees to fully comply with such Prevailing Wage Laws. Developer understands and agrees that it is Developer’s obligation to diem wages. Developer shall make available to interested parties upon request, copies of the prevailing rates of per diem wages for each craft, classi?cation or type of worker needed to execute the work subjectto Prevailing Wage Laws, and shall post copies at the Developer’sprincipalplace of business and at the Property. Developer shall defend, indemnify and hold the City, its elected officials, of?cers, employees and agents free and harmless pursuant to the indemni?cation provisions of this Agreement from any claim or liability arising out of any failure or alleged failure by Developer to comply with the Prevailing Wage Laws associated with any "public works” or “maintenance” projects associated with Project development. 8 3
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ARTICLE 10

TRANSFER AND NOTICE

10.1 Transfer. Because of the necessity to coordinate development of the entirety of the Property pursuant to plans for the Project,particularlywith respect to the provision of on- and offsite public improvements and public services and bene?ts, certain restrictions on the right of Developer to Transfer its interest under this Agreement with respect to the Property, or any portion thereof, are necessary in order to assure the achievement of the goals, objectives and public bene?ts of the Project and this Agreement.
l0.l.l Developer agrees to and accepts the restrictions set forth in this Section

10.1 as reasonable and as a material inducement to City to enter into this Agreement. The Developer shall promptly notify the City in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in Control of the Developer, as well as any and all changes in the interest or the degree of Control of the Developer by any such person, of which information the Developer or any of its partners, members or officers are noti?ed or may otherwise have knowledge or information.

10.1.2 Except as expressly permitted in this Agreement, the Developer represents to the City that it has not made and agrees that it will not make or create, or suffer to be made or created, any Transfer other than a Permitted Transfer, either voluntarily, involuntarily or by operation of law, until after the completionof the Project and all of Developer’sobligations under this Agreement; provided, however, that the City may approve in its reasonable discretion, Transfers other than Permitted Transfers prior to the completion of the Project and such obligations under this Agreement. In deciding whether to approve or disapprove any proposed Transfer, the City may consider the proposed transferee’s financial strength and the experience of the proposed transferee and its senior management in undertaking and successfully completing projects of a similar type and size as the Project or that portion of the Project proposed to be transferred. Any Transfer made in contravention of this Section 10.1 shall be voidable at the election of the City and this Agreement may be terminated by the City or the City may exercise any other remedy available to the City under the terms of this Agreement, provided, however, that (i) the City shall first notify the Developer in writing of its intention to terminate this Agreement or to exercise any other remedy, and (ii) the Developer shall have twenty (20) calendar days following its receipt of such written notice to commence and, thereafter, diligently and satisfactory to the City. 10.1.3 The Developer shall provide the City no less than thirty (30) days prior written notice of any proposed Pennitted Transfer which the Developer desiresto enter into prior to the completion of the Project and Developer’s obligations under this Agreement, other than a Permitted Transfer for which no notice shall be required. The Developer shall have the burden of demonstrating to the City’s reasonable satisfaction that the proposed PermittedTransfer meets the conditions and requirements of this Agreement with respect to Pennitted Transfers. 10.1.4 Once the Developer has completed all its obligationsunder Article 5 of this Agreement, including but not limited to payment of the full Affordable Housing Payment, and 23 s357s.oo|os\3344s02s I
Agenda Item #7.5.

received a ?nal certificate ofoccupancy for the Project, this Section 10.1 shall no longer apply to Transfers by Developer. City acknowledges that in the event Developer has completed all obligations under Article 5 except for making the Second Housing Payment, and Developer intendsto make the Second Housing Payment concurrently with the Transfer of the Project, City shall not have discretion to approve or deny such transfer except to require the making of the Second Housing Payment concurrent with the Transfer, and Developer shall still be obligated to notify City of such Transfer in accordance with this Section 10.1.

10.2 Successive Transfer. In the event there is more than one Transfer under the provisions of this Article 10, the provisions of this Article 10 shall apply to each successive Transfer.

ARTICLE 11

MORTGAGEE PROTECTION

11.1 Mortgagee Protection. Neither entering into this Agreement nor a breach hereof shall defeat. render invalid, diminish or impair the lien of any Mortgage made in good faith and for value. Nothing in this Agreement shall prevent or limit Developer, at its sole discretion, from granting one or more Mortgages encumbering all or a portion of Deve|oper’s interest in the Property or portion thereof or improvement thereon as security for one or more loans or other financing, but all of the tems and conditions contained in this Agreement shall be binding upon and effective against and shall run to the benefit of Mortgagee who acquires title or possession to the Property, or any portion thereof, by foreclosure, trustee’s sale, deed in lieu of foreclosure or otherwise. Developer shall provide the City with a copy of the deed of trust or mortgage within ten (10) days after its recording in the official records of Napa County; provided, however, that Developer’s failure to provide such document shall not affect any Mortgage, including without limitation, the validity, priority or enforceability of such Mongage.

11.2 Mortgagee Not Obligated. No Mortgagee (including one who acquires title or possession to the Property, or any portion thereof, by foreclosure, trustee’s sale, deed in lieu of foreclosure or otherwise) shall have any obligation to construct or complete construction of improvements, or to guarantee such construction or completion; provided, however, that a Mortgagee shall not be entitled to devote the Property to any use except in full compliance with this Agreement and the other Project Approvals nor to construct any improvements thereon or Section 11.2, all of the terms and conditions contained in this Agreement and the other Project Approvals shall be binding upon and effective against and shall run to the benefit of any person or entity, including any Mortgagee, who acquires title or possession to the Property, or any portion thereof. 11.3 Notice of Default to Mortgagee. If City receives a notice from a Mortgagee requesting a copy of any Notice of Default given Developer hereunder and specifying the address for service thereof, then City agrees to use its diligent, good faith efforts to deliver to such Mortgagee, concurrently with service thereon to Developer, any Notice of Default given to Developer. Each Mortgagee shall have the right, but not the obligation, during the same period available to Developer to cure or remedy, or to commence to cure or remedy, the event of Default 24 83578 00106 3-148 251
Agenda Item #7.5.

claimed or the areas of noncompliance set forth in City’s Notice of Default. If a Mortgagee is required to obtain possession in order to cure any Default, the time to cure shall be tolled so long as the Mortgagee is attempting to obtain possession, including by appointment of a receiver or foreclosure, but in no event may this period exceed 120 days from the date the City delivers the Notice of Default to Developer.

11.4 No Supersedure. Nothing in this Article 11 shall be deemed to supersede or release a Mortgagee or modify a Mortgagee’s obligations under any subdivision or public improvement agreement or other obligation incurredwith respect to the Project outside this Agreement, nor shall any provision of this Article 11 constitute an obligation of City to such Mortgagee, except as to the notice requirements of Section 11.3.

ARTICLE 12
DEFAULT; REMEDIES; TERMINATION

12.1 Breach and Default. Subject to Permitted Delays or by mutual consent in writing, and except as otherwise provided by this Agreement, breach of, failure, or delay by either Party to perfonn any term or condition of this Agreement shall constitute a “Default.” In the event of any alleged Default of any tenn, condition, or obligation of this Agreement, the Party alleging such Default shall give the defaulting Party notice in writing specifying the nature of the alleged Default and the manner in which the Default may be satisfactorily cured ("Notice of Breach”). The defaulting Party shall cure the Default within thirty (30) days following receipt of the Notice of Breach, provided, however, if the nature of the alleged Default is non-monetary and such that it cannot reasonably be cured within such thirty (30) day period, then the commencement of the cure within such time period, and the diligent prosecution to completion of the cure therea?er, shall be deemed to be a cure, provided that if the cure is not diligently prosecuted to completion, then no additional cure period shall be provided. If the alleged failure is cured within the time provided above, then no Default shall exist and the noticing Party shall take no further action to exercise any remedies available hereunder. If the alleged failure is not cured, then a Default shall exist under this Agreement and the non-defaulting Party may exercise any of the remedies available under this Agreement.

12.2 Failure to Cure Default Procedure. If after Default or Notice of Breach, the Planning and Building Director ?nds and determines that Developer remains in default and that Planning Commission and then set a public hearing before the Commission in accordance with the notice and hearing requirements of Govemment Code Sections 65867 and 65868. If a?er public hearing, the PlanningCommission ?nds and determines, on the basis of substantialevidence, that Developer, or an Assignee, as the case may be, has not cured default pursuant to this Section, and that the City shall tenninate or modify this Agreement, Developershall be entitled to appeal that ?nding and detennination to the City Council in accordance with Section 12.10 below. In the event of a ?nding and determination that all defaults are cured, there shall be no appeal by any person or entity. 12.3 Withholding of Permits. In the event of a Default by Developer, or following notice of breach to Developer pursuant to Section 12.1 above and during/following the cure period 25 83578 0010603448026 I Agenda Item #7.5.

provided therein, upon a ?nding by the City Manager that Developer is in breach, City shall have the right to refuse to issue any pennit or other Subsequent Approvals to which Developer would otherwise have been entitled pursuant to this Agreement until such Default or breach is cured.

This provision is in addition to and shall not limit any actions that City may take to enforce the conditions of the Project Approvals.

12.4 Tennination. In the event of an uncured Default by a Party, the non-defaulting Party shall have the right to terminate this Agreement upon giving notice of intent to terminate pursuant to Government Code section 65868 and regulations of City implementing such section.

Following notice of intent to terminate, the matter shall be scheduled for consideration and review in the manner set forth in Government Code section 65867 and City regulations implementingsaid section. Following consideration of the evidence presented in said review before the City Council, a Party alleging Default by the other Party may give written notice of termination of this Agreement to the other Party. Termination of this Agreement shall be subject to the provisions of Section 12.12.

12.5 §pecific Performance for Violation of a Condition. If City issues a Project Approval pursuant to this Agreement in reliance upon a speci?ed condition being satis?ed by Developer in the future, and if Developer then fails to satisfy such condition, City shall be entitled to speci?c perfonnance for the purpose of causing Developer to satisfy such condition. If City issues a Project Approval pursuant to this Agreement and Developer ful?lls its obligations under this Agreement in reliance upon a speci?ed condition being satis?ed by the City in the future, and if the City then fails to satisfy such condition, Developershall be entitled to speci?c performance for the purpose of causing City to satisfy such condition.

12.6 Legal Actions.

12.6.1 Institution of Legal Actions. In addition to any other rights or remedies and subject to the limitation of damages in Section 12.7, a Party may institute legal action to cure, correct or remedy any Default, to enforce any covenants or agreements herein, to enjoin any threatened or attempted violation thereof, or to obtain any other remedies consistent with the purpose of this Agreement. Any such legal action shall be brought in the SuperiorCourt for Napa County, California, except for actionsthat include claims in which the Federal District Court for the Northern District of the State of California has originaljurisdiction, in which case theNorthern

12.6.2 Acceptance of Service of Process. In the event that any legal action is commenced by Developer against City, service of process on City shall be made by personal service upon the City Clerk of City or in such other manner as may be provided by law. In the event that any legal action is commenced by City against Developer, service of process on Developer shall be made by personal service upon CS Lawyer’s Incorporating Service, Developer’s registered agent for service of process, or in such other manner as may be provided by law.12.7 Rights and Remedies Are Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by a Party of one or more ofsuch rights or remediesshall not preclude 8 3
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6 Agenda Item #7.5.

the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other Party, except as otherwise expressly provided herein.

12.8 No Damages. In no event shall a Party, or its boards, commissions,officers, agents or employees, be liable in damages, includingwithout limitation, actual, consequential or punitive damages, for any Default under this Agreement. It is expressly understood and agreed that the sole legal remedy available to a Party for a breach or violation of this Agreement by the other Party shall be an action in mandamus, specific performance or other injunctive or declaratory relief to enforce the provisions of this Agreement by the other Party, or to terminate this Agreement. This limitation on damages shall not preclude actions by a Party to enforce payments of monies or the performance of obligationsrequiring an obligation of money from the other Party under the terms of this Agreement including, but not limited to, obligations to pay attorneys’ fees and obligations to advance monies or reimburse monies. In connection with the foregoing provisions, each Party acknowledges, warrants and represents that it has been fully informed with respect to, and represented by counsel of such Party’s choice in connection with, the rights and remedies of such Party hereunder and the waivers herein contained, and after such advice and consultation has presently and actually intended,with full knowledge ofsuch Party’s rights and remediesotherwise available at law or in equity, to waive and relinquish such rights and remedies to the extent specified herein, and to rely to the extent herein speci?ed solely on the remedies provided for herein with respect to any breach of this Agreement by the other Party.

12.9 Resolution of Disputes. With regard to any dispute involving the Project, the resolution of which is not provided for by this Agreement or Applicable Law, a Party shall, at the request of another Party, meet with designated representatives of the requesting Party promptly following its request. The parties to any such meetingsshall attempt in good faith to resolve any such disputes. Nothing in this Section 12.9 shall in any way be interpreted as requiring that Developer, City and or City’s designee reach agreement with regard to those matters being addressed, nor shall the outcome of these meetings be binding in any way on City or Developer unless expressly agreed to in writing by the partiesto such meetings.

12.10 Remedies upon Transfer or Assignment. Notwithstanding anything to the contrary contained in this Article 12, if Developer has transferred all or a portion of its interest in the Property pursuant to Section 10.1 above, then the City may only exercise its remedies under this Article 12 against the defaulting Developer or Assignee and such party’s portion of the Property. a finding and/or determination of the Planning Commission is created by this Agreement, that appeal shall be taken, if at all, within twenty (20) days after the mailing of the finding and/or determination to Developer. The City Council shall act upon the finding and/or determination of the Planning Commission within eighty (80) days after the mailing,or within any additional period as may be agreed upon by Developer and the Council. 12.12 Surviving Provisions. In the event this Agreement isterminated, neither Party shall have any further rights or obligationshereunder, except for those obligationsof Developerset forth in Article 9. 8 3
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26 Agenda Item #7.5.

ARTICLE 13

GENERAL PROVISIONS

13.1 Covenants Binding on Successors and Assigns and Run with Land. Except as otherwise more speci?cally provided in this Agreement, this Agreement and all of its provisions, rights, powers, standards, terms, covenants and obligations,shall be binding upon the Parties and their respective successors (by merger, consolidation, or otherwise) and assigns, and all other persons or entities acquiring the Property, or any interest therein, and shall inure to the bene?t of the Parties and their respective successors and assigns, as provided in Government Code section 65868.5.

13.2 Notice. Any notice, demand or request which may be pennitted, required or desired to be given in connectionherewith shall be given in writing and directed to the City and Developer as follows:
lfto the City: City Clerk
City of St. Helena
1572 RailroadAvenue
St. Helena, CA 94574
with a copy to: City Attorney
City of St. Helena
1572 Railroad Avenue
St. Helena, CA 94574
If to Developer: LMR Destinations LLC
Attn: Ted Hall
P.O. Box 477
Rutherford, CA 94573
with a copy to: Rob Anglin
Holman Teague Roche Anglin, LLP
1455 First Street, Suite 217
Napa, CA 94559
Notices are deemed effective if delivered by certi?ed mail, return receipt requested, or commercial courier, with delivery to be effective upon verification of receipt. Any Party may change its respective address for notices by providing written notice of such change to the other Parties.13.3 Permitted Delays. Performance by either of the Parties of an obligation hereunder shall be excused during any period of “Permitted Delay.” Permitted Delay shall mean delay beyond the reasonable control of a Party caused by (a) calamities, including without limitation earthquakes, ?oods, and ?re; (b) civil commotion; (c) riots or terrorist acts; (d) strikes or other forms of material labor disputes; (e) shortages of materialsor supplies; or (f) vandalism. A Party’s 28 33573 00: 06\3344KOZ6I
Agenda Item #7.5.

?nancial inability to perfonn or obtain ?nancing or adverse economic conditions generally shall not be grounds for claiming a Pemiitted Delay. The Party claiming a Permitted Delay shall notify the other Party of its intent to claim a Pennitted Delay, the specific grounds of the same and the anticipated period of the Permitted Delay within thirty (30) business days after the occurrence of the conditions which establish the grounds for the claim. If notice by the Party claiming such extension is sent to the other Party more than thirty (30) days a?er the commencement of the cause, the period shall commence to run only thirty (30) days prior to the giving of such notice. The period of Permitted Delay shall last no longer than the conditions preventing perfonnance. In no event shall any Permitted Delay extend the Term of this Agreement.

13.4 Countemarts.This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

13.5 Waivers. Notwithstanding any other provision in this Agreement, any failures or delays by any Party in asserting any of its rights and remedies under this Agreement shall not operate as a waiver of any such rights or remedies,or deprive any such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. A Party may specifically and expressly waive in writingany condition or breach of this Agreement by the other Party, but no such waiver shall constitute a further or continuing waiver of any preceding or succeeding breach of the same or any other provision.

Consent by one Party to any act by the other Party shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or similar acts in the future. l3.6 Construction of Agreement. All Parties have been represented by counsel in the preparation and negotiation of this Agreement, and this Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. Unless the context clearly requires otherwise, (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) “shall,” “will,” or “agrees” are mandatory, and "may” is pennissive; (d) “or” is not exclusive; (e) “includes” and “including” are not limiting; and (0 “days” means calendar days unlessspeci?cally provided otherwise.

Agreement. 13.8 Severability. lf any term or provision of this Agreement, or the application of any term or provision of this Agreement to a speci?c situation, isfound to be invalid.or unenforceable in whole or in part for any reason, the remaining terms and provisions of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement would be defeated by loss of the invalid or unenforceable provisions, in which case any Party may terminate this Agreement by providing written notice thereof to the other Party. 13.9 Time is of the Essence. Time is of the essence of this Agreement. All references to time in this Agreement shall refer to the time in effect in the State of California. 29 33573 00l06\33-t-18026 I
Agenda Item #7.5.

30 13.10 Extension of Time Limits. The time limits set forth in this Agreement may be extended by mutual consent in writing of the Parties in accordance with the provisions of this Agreement.

13.11 Signatures. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of Developer and the City.

13.12 EntireAgreement. This Agreement (including all exhibits attached hereto, each of which is fully incorporated herein by reference), integrates all of the terms and conditions mentioned herein or incidental hereto, and constitutesthe entire understanding of the Parties with respect to the subject matter hereof, and all prior or contemporaneous oral agreements, understandings,representations and statements, and all prior written agreements, understandings, representations, and statements are terminated and superseded by this Agreement.

13.13 Estopgel Certi?cate. Developer or its lender may, at any time, and from time to time, deliver written notice to the City requesting the City to certify in writing that: (a) this Agreement is in full force and effect; (b) this Agreement has not been amended or modi?ed or, if so amended or modi?ed, identifying the amendments or modi?cations; and (c) Developer is not in Default of the perfonnance of its obligations, or if in Default, to describe therein the nature and extent of any such Defaults. Developer shall pay, within thirty (30) days following receipt of City‘s invoice, the actual costs borne by City in connection with its review of the proposed estoppel certi?cate, including the costs expended by the City Attomey’s Of?ce in connection therewith.

The City Manager shall be authorizedto execute any certificate requestedby Developer hereunder.

The fonn of estoppel certi?cate shall be in a fonn reasonably acceptable to the City Attorney. The City Manager shall execute and return such certi?cate within thirty (30) days following Developer’s request therefor. Developer and City acknowledge that a certificate hereunder may be relied upon by tenants, transferees, investors, partners, bond counsel, underwriters, bond holders and Mortgagees. The request shall clearly indicate that failure of the City to respond within the thirty-day period will lead to a second and ?nal request. Failure to respond to the second and ?nal request within ?fteen (15) days of receipt thereof shall be deemed approval of the estoppel certi?cate.

13.14 Recordation of Tennination. Upon completion of performance of the Parties or statement acknowledging

13.15 City Approvals and Actions. Whenever a reference is made herein to an action or approval to be undertaken by City, the City Manager or his or her designee is authorized to act on behalf of City, unless speci?cally provided otherwise or the context requires otherwise. 13.16 Negation of Partnership. The Partiesspeci?cally acknowledge that the Project is a private development, that no Party to this Agreement is acting as the agent of any other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. None of the terms or provisions of this Agreement shall be deemed to create a partnership between or among the Parties in the R
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Agenda Item #7.5.

3|
businesses of Developer, the affairs of the City, or otherwise, or cause them to be considered venturers or members of any joint enterprise.

13.17 No Third Party Bene?ciaries. This Agreement is made and entered into for th e protection and bene?t of the signatory Parties and their successors and assigns, incl udin
g
Mortgagees. No other person shall have any right of action based upon any provision i n
t
Agreement.
l3.l8 Governing State Law. This Agreement shall be construed in accordance wit h
t
h
e
laws of the State of Califomia, without reference to its choice of law provisions.

13.19 Recordation. As provided in Government Code Section 65868.5, the City Cle rk
of
St. Helena shall record a copy of this Agreement with the Registrar-Recorder of the Coun ty
of
Napa within ten (10) days following its execution by both Parties. Developer shall provid e
t
h
e
City Clerk with the fees for recording prior to or at the time of recording.

13.20 Exhibits. The following exhibits are attached to this Agreement and are h er
e
b
y
incorporated herein by this reference for all purposes as if set forth herein in full:

Property Description
Exhibit B: Site Map
: Project Description
: Existing Approvals
Exhibit E: Applicable Law & Project Approval Excerpts
Exhibit F: Mills Lane Improvements
Exhibit G: Storm Drain Improvements
Exhibit H: La Fata Sidewalk Improvements
[
S
I
G
N
A
T
U
R
E
S
FOLLOWING ONPAGE]
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Agenda Item #7.5.

IN WITNESS WHEREOF, the City and Developer have executed this Agreement as of the Effective Date.

CITY:

CITY OF ST. HELENA. a municipal corporation
By:

Mark Prestwich, City Manager
/Signature must be nomrize1l/
ATTEST:

By:

Cindy Tzafopoulos,City Clerk
APPROVED AS TO FORM:

By:

Ethan Walsh, City Attorney
DEVELOPER:

LMR DESTINATIONS LLC.a California limited
liability company
By: Long Meadow Ranch Partners.L.P.
a California limited partnership
Its: Manager
lls. General Partner By: Ted W. Ha I, Its Manager
[Signature must be ImtarI':etl/
reby certify that t
h
is
atrue ISand copy exact of the
original record on file the City of St Helena
County of N pa State oCal
fifor
nia
Atte 1
Cindy Tzafo ulos, lek
Date: I
”>._/.u -' .45
1’
:
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26 Agenda Item #7.5.

32 Mark Prestwich,
S nature mun be no
ATTEST:

By:

T Cindy Tzafopoulos, City Clerk
APPROVED AS TO FORM:

DEVELOPER:

LMR DESTINATIONS LLC, a C
ali
fo
rn
ia
limited
liability company
By: Long Meadow Ranch Partn
ers,
L.P.
a Califomia limited partne
rship Its: Manager
By: LMR GP LLC,
a California limited liabilit
y Its: GeneralPartner

IN WITNESS WHERE
OF,
executed this have Agreement of asnd the City Developer the Effective Date.

CITY:
municipal corporation HELENA, ST. aCITY OF
By:

City Manager
[lgtarizedl
By:

T
e
d
Hall, W.

It
sIs
ig
na
lu
rz
numrized] bemust
8 3
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Agenda Item #7.5.