19 teleconference platform at the time the meeting is convened, and at the prompting of the Chairperson, shall make the required notification and description during the meeting prior to the attendance roll call. (Refer to Section 3 below.)
3. The Member shall disclose the presence of any other adults in the room at the teleconference location, and the general nature of their relationship to the member, during the subject meeting. This requirement shall apply regardless of the timing of the notification and description.
4. A Member wishing to avail themselves of the “Emergency Circumstances” exception shall adhere the following:
a. A request that the legislative body approve the Member’s request to attend by teleconference, along with the required description of the circumstances creating the need, shall be made in writing prior to the meeting, and/or orally at the start of the subject meeting.
b. If the request and description are delivered prior to the meeting, the Member shall submit the request and description:
•In writing by email;
•To the entire legislative body, preferably to the body’s group email address;
•With a copy to staff.
Such communication to the entire legislative body shall be deemed to be not in violation of the Brown Act, so long as there is no discussion of any item of business within the legislative body’s jurisdiction. Regardless, the legislative body’s action to approve or deny the teleconference request must be taken during a noticed meeting.
b. If the request and description are made at the start of the subject meeting, the Member shall be present on the
teleconference platform at the time the meeting is convened, and at the prompting of the Chairperson, shall make the required request and description during the meeting prior to the attendance roll call. (Refer to Meeting Procedures, below.) Agenda Item #9.12.
20 5. The legislative body must move to approve or deny the request during the meeting prior to the attendance roll call. (Refer to Meeting Procedures, below.)
6. The Member shall disclose the presence of any other adults in the room at the teleconference location, and the general nature of their relationship to the member, during the subject meeting. This requirement shall apply regardless of the timing of the request and description.
7. Notwithstanding any other provision, teleconferencing Member(s) shall participate through both audio and visual technology. Members may mute their microphone while not speaking, but Members shall be visible through the visual technology at all times during the meeting. In the event a member is not visible, the member shall be noted as absent during that period.
• Recordkeeping
The Member shall be responsible for assuring that any description, notification, request, and/or disclosure related to teleconference attendance are made in a manner that may be placed into the meeting record.
1. To the extent that the Member’s notification, description and/or request is delivered prior to the meeting, staff shall archive the written communication as agenda correspondence along with the meeting record.
2. To the extent that the Member’s notification, description, request, and/or disclosure is delivered during a legislative meeting, staff shall record the same in the minute record, along with record of the legislative body’s action to approve or deny any “Emergency Circumstances” requests.
3. The legislative body’s Minute Clerk shall keep data regarding each Member’s use of teleconference attendance provisions under AB 2449, and apprise the Chairperson if any Member has reached their annual limit. (Refer to Limitation on Number of Uses, above.) • Meeting Procedures
Business to be conducted by the legislative body relating to compliance with these regulations shall be conducted after the Call to Order, but prior to the Agenda Item #9.12.
21 attendance roll call, of the meeting where a Member will or may attend by teleconference. The Chairperson shall be responsible for the conduct of this portion of the meeting, with assistance from staff if needed. All related business shall be conducted in a manner that is evident to other meeting attendees and may be recorded in the meeting record. Such business to be conducted prior to attendance roll call shall include, and be conducted in substantially this form:
1. If any Member is not present in person and the Chairperson is not aware of the Member’s planned absence, the Chairperson shall acknowledge that the Member either is, or may be, present on the teleconference platform.
2. If necessary, staff shall confirm whether the Member is present on the teleconference platform.
3. If the Member is present on the teleconference platform:
a. If the Member has made their notification or request in writing prior to the meeting: The Chairperson shall note for the record that the Member has submitted a notification and description of the need to attend the meeting by teleconference under the “Just Cause” exception; or made a request and description to be permitted to attend by teleconference under the “Emergency Circumstances” exception.
b. If the Member has not made their notification or request in writing prior to the meeting: The Chairperson shall prompt the Member make their notification of the need to attend the meeting by teleconference, and description of the
circumstances giving rise to the need under the “Just Cause” exception; or make their request to be permitted to attend by teleconference, and description of the circumstances giving rise to the need under the “Emergency Circumstances” exception. c. If the Member makes a request to be permitted to attend by teleconference under “Emergency Circumstances” exception, whether before or during the meeting:
i. Any Member present in person may move to add an
item of business to the agenda on an urgency basis to allow the legislative body to act on the Member’s request. If no Agenda Item #9.12.
22 motion is forthcoming, the Chairperson shall so move. Such action shall comply with Government Code Section
54954.2(b).
ii. Thereafter, the Chairperson shall ask the remaining Members to either approve or deny the request. Any
Member may move approval or denial, but if no motion is forthcoming, the Chairperson shall so move. Members shall consider the request in good faith and shall not capriciously deny the request. The request shall be deemed approved if at least a majority (at least 2 of 3, or 3 of 4) of the Members present in person consent.
d. The Chairperson shall, finally, prompt the Member to disclose the presence of any other individuals over the age of 18 in the room at the Member’s remote location, and the general nature of the individual’s relationship to the Member.
Notwithstanding any other provision, this disclosure shall be made on record during the meeting.
e. If the Member is not present on the teleconference platform; if the Member refuses to make the required requests or
disclosures; or if the Member’s request to attend under the “Emergency Circumstances” exception is made but not
approved, the Member shall be recorded as absent. (Refer to Failure to Comply, below.)
f. This process shall be repeated for each Member not present in person who does, or may, wish to attend the meeting by teleconference.
g. The Chairperson shall then prompt the Meeting Clerk to proceed to attendance roll call.
4. In the event the Chairperson wishes to attend a meeting by teleconference, the Vice-Chairperson, if present in person, shall be responsible for performing the Chairperson’s duties as outlined above. Thereafter, the teleconferenced Chairperson may chair the remainder of the meeting, or may ask that the Vice-Chairperson do so.
Agenda Item #9.12.
23 5. In the event both the Chairperson and Vice-Chairperson wish the attend the meeting by teleconference; or in the event the Chairperson wishes to attend by teleconference and the ViceChairperson is absent, an Acting Chairperson shall be selected from among the Members attending the meeting in person, in order to perform the Chairperson’s duties as outlined above.
6. In the event three (3) or more Members attempt to join a meeting by teleconference; and/or in the event two (2) or fewer Members are present in person at the meeting location; staff shall announce that the meeting cannot be convened.
• Failure to Comply; Enforcement Measures
In the event a Member attempts to attend a meeting by teleconference in excess of the allowable number of times per year; in excess of three consecutive months; without making the necessary notices, requests, or disclosures; or if the Member’s request to attend under the “Emergency Circumstances” exception is made but not approved, the Chairperson shall, at the start of the meeting prior to the attendance roll call, ask the remaining legislative body members for concurrence to disallow the Member’s attendance at the meeting.
After such concurrence, staff shall permit the Member to remain on the teleconference platform, but shall demote the Member to a passive attendee, and note the Member as absent for the attendance roll call, and in the meeting record.
1. Repeated inability or refusal to comply with the provisions of this policy, or related laws, may be grounds for consideration of dismissal of an Advisory Body Member by the City Council.
2. In the event a Member’s inability or refusal to attend a meeting by teleconference in compliance with this policy, or related laws, results in the Member being recorded as absent from the meeting, existing policies and laws regulating legislative body member absences (including Bylaw provisions for Advisory Body Members, and Government Code Section 36513 for Council
Members) shall apply.
• Other Compliance Measures
In addition to the above provisions relating the conduct of legislative body members, whenever at least one Member attends a meeting by teleconference under AB 2449, staff shall be responsible for other applicable compliance measures, including but not necessarily limited to the following:
Agenda Item #9.12.
24 1. Staff shall assure that each posted agenda provides, and describes, means by which all members of the public may observe or attend the meeting and offer public comment.
2. Staff shall assure that members of the public are allowed to make public comment in real time during all allotted public comment periods while attending at a Member’s teleconferencing location, and shall give sufficient time for interested parties to indicate their interest in speaking, and request the Member to unmute their device, in order to allow them to comment via the teleconference platform.
3. Staff shall give notice of, and implement, a procedure for swiftly resolving requests for reasonable accommodations for individuals with disabilities.
4. All votes taken at a meeting where any Member attends by teleconference under the provisions of AB 2449 shall be taken by roll call vote.
• Conflict Between Law and Policy
In the event this policy conflicts with applicable state law, as exists or may be amended in the future, state law shall control, and the validity of the remaining sections of this policy shall be unaffected.
2.24 Public Hearings
Public Hearings shall be scheduled and notice published without any action required by the City Council, excepting that the Council may, if it so desires, scheduled a Public Hearing on an item of interest for a date certain. In order to accommodate members of the public responding to a noticed Public Hearing, such Hearings will, to the extent practicable, begin at 6:00 p.m. At the time designated for the Public Hearing, or soon after as is practicable, the Mayor shall direct the attention of the Council Members to the Staff report and Staff may respond to questions from Council members, after which the Mayor shall formally open the Public Hearing and members of the public shall be allowed to speak in accordance with the rules set forth elsewhere in these Rules of Procedure.
When the allotted time expires, or when no one wishes to speak who has not done so, the Mayor shall declare the hearing closed.
Following the close of the Public Hearing, the Council may discuss or take action on the matter in accordance with these rules. The Mayor may in his or her discretion allow questions and/or comments from the public after close of Public Hearing.
Agenda Item #9.12.
25 2.25 Appointments to Committees and Boards
The City Clerk posts a Notice of Vacancy in the City designated posting locations, the City’s website and sends a Media Release to the St. Helena Star advertising vacancies to Commissions, Committees and Boards.
Applicants must submit a completed application to the City Clerk and shall be interviewed by the Council at a special meeting prior to a regular meeting.
Applicants are requested to list references on their applications and individual Council Members may contact those references as part of the interview process.
Council Members contacting references should disclose this information during the appointment process.
Council reviews applicants for appointments to Commissions, Committees and Boards based on interviews and qualifications. At a council meeting following completion of the interviews, the Council shall discuss the applicants and open positions, including the Council members’ preferences for applicants. Following these deliberations, the Mayor shall nominate applicants and appointments are subject to approval by the majority of Council.
Depending on the qualifications of the applicants and the needs of the City, there may be times when the City Council does not appoint an applicant who has applied. If an applicant is not appointed, the City Clerk will automatically readvertise for the vacant position(s) to seek additional applicants.
2.26 Protocol for Committees, Commissions and Boards (CCB) St. Helena Committees, Commissions and Boards (CCB) function under the direction of the City Council on behalf of the City and its residents. The Council establishes committees by ordinance or resolution defining the role, purpose and membership. While each one functions specific to its purpose, all must follow the same overriding principles which are herein defined.
This protocol is intended to provide general guidance, and is not intended to supersede or conflict with any provision of State law, the St. Helena Municipal Code or other ordinance adopted by the City Council, which in the event of any conflict shall control.
ROLE AND PURPOSE
The City Council determines a committee’s role and purpose at the time it is created, which should be defined clearly enough to easily communicate the purpose of the committee to the general public.
Committees may be 1) on-going standing committees, or 2) established for a specific purpose with an expected end date. Roles and purpose may be general or specific, but all will have a clearly defined goal, task or product.
Agenda Item #9.12.
26 Recommended changes in the role or purpose of a committee must be brought to the City Council to clarify how the proposed changes will provide improved or additional benefit.
MEMBERSHIP AND COMMITTEE STRUCTURE
The City Council defines the membership size by resolution or ordinance when establishing a committee. A committee consists of a minimum of five and a maximum of seven members, except the Planning Commission which consists only of five regular members. The Council may appoint up to two alternate members to serve on a committee in order to ensure a quorum can be reached if members cannot attend. City Council members and staff shall not sit as members on any committees. However, the City Council may, in its discretion, appoint two Council members in the composition of a City Council subcommittee for a specific purpose.
As required by State law, the Mayor shall nominate committee members from the pool of applicants, and they will be appointed only after a majority vote approval by the City Council. Applicants may choose to attend the City Council meeting and make a statement in support of their application before the Council votes on the appointment.
Residency. Committee members must reside within the St. Helena City limits.
The Council may approve an exception to this rule on a case-by-case basis. All five Planning Commissioners must live within the St. Helena City limits.
Member Terms. Committee members will serve two years from the date of appointment, except Planning Commissioners who will serve four years. Nonstanding committee membership will be based upon the timing of the specific project. In establishing a new committee, or when reducing existing terms from three years to two when those terms come up for reappointment, the Council may initially impose staggered terms consisting of one and two year terms.
Removal of a member may occur for reasons such as, but not limited to, excessive absences, Brown Act violations, and conduct violations.
Recommendations to the City Council for removal may be made by a committee member, member of the public, staff member, or City Councilmember.
Notwithstanding the foregoing, the City Council may in its discretion at any time vote to remove a member of any committee for any reason or none, with or without cause.
Committee Officers. Annually, a committee will select a chairperson and vice chairperson. No member may serve more than two consecutive years as chair, unless unanimously agreed upon by the Committee in a vote and approved by the City Council.
The chairperson runs the meeting in accordance with the agenda. The vice chairperson has the same powers and duties of the chair if the chair is absent or unable to act. If both the chair and vice-chair are absent or unable to act, the committee selects by motion and majority vote one member as acting chair for the duration of the meeting or absence.
Agenda Item #9.12.
27 Subcommittees. The committee may in its discretion appoint members to subcommittees for the purpose of researching specific issues, conducting community outreach, and/or formulating recommendations to the committee, and may also engage experts or other persons (who will not be considered as members). Subcommittee membership will be less than a majority of the total membership of the committee. Prior to creating a subcommittee, the committee will consult with staff to determine whether the subcommittee is subject to the Brown Act, in which case formation of the subcommittee will be subject to Council approval.
Bylaws. Committees may adopt bylaws governing their work that are consistent with this protocol and other City laws. Proposed bylaws must be reviewed by staff and approved by the City Council.
MEETING ADMINISTRATION
• Committees should meet at a regular interval (day and time) and location to facilitate public attendance and to provide an accessible forum for the public to attend.
• Committees and committee members shall conduct themselves in accordance with the requirements of State law and the Municipal Code.
• Meetings must be noticed to the public at least 72 hours prior to regular meetings, and 24 hours prior to special meetings, as required by the Brown Act.
• All meeting notices must be posted outside St. Helena City Hall and on the City website.
• Agendas must adhere to the form provided by the City to ensure consistency and clarity.
• Meeting minutes will be recorded using the City template and submitted for approval at the next committee meeting. Once approved, the minutes are submitted to the City Clerk for official record.
Quorum and Voting. A quorum is required to hold a meeting. A quorum is defined as the majority of the number of members, not counting alternates, which officially comprise a committee. Absences and vacancies do not change the quorum number. For example, if a committee is established with five members, the quorum is three members. If there are two vacancies on the committee, the quorum is still three members.
If a committee meets but does not have a quorum, either through lack of a quorum at the start of the meeting or due to members leaving the meeting, the committee may not conduct its regular business. In these instances, the Agenda Item #9.12.
28 committee may only act to adjourn to the next meeting date, recess, or take measures to obtain a quorum.
A majority vote is required to approve any action by the committee, unless otherwise required by law.
Alternate Members. Alternate members may vote only upon one of the following conditions:
1. Absence of one or more of the regular members of the committee; or
2. Disqualification of a regular member of the committee due to an expressed conflict of interest.
If more than one alternate member is present and only one vote is available, the alternate members will toss a coin to determine who may vote.
City Staff Liaison. The City Manager will designate a staff liaison to each committee. The liaison will be available to attend committee meetings at the request of the committee chair and with advance notice. The staff liaison’s role is to assist the committee in understanding City functions and requirements, such as state regulations, Municipal Code requirements, and conflict of interest and Brown Act requirements. The staff liaison ensures the continued flow of information regarding the City’s efforts and progress on work that pertains to the committee’s topic area. The staff liaison will collect and file committee records and minutes.
CITY COUNCIL REPORTS
The chairperson or committee designee will appear at a City Council meeting at least once per quarter to report on the committee’s activities and projects and to provide updates to the Council and community. The City Council will provide input and direction at that time. Committee chairpersons or designated committee members are encouraged to appear before the Council whenever they feel it is necessary to obtain Council direction or share information.
City of St. Helena
Meeting Ground Rules
1. Start on time
Agenda Item #9.12.
29 2. Everyone come prepared
3. If you called the meeting, run it well
4. If you are at the meeting, participate
5. Stay on topic
6. One person speaks at a time
7. Be open and honest
8. Actively listen – no side conversations, texting
or cellphone use
9. No negative body language or personal attacks
10. End on time
Agenda Item #9.12.
30 [COMMITTEE NAME]
AGENDA - REGULAR MEETING
[MEETING ADDRESS]
[MEETING DATE AND TIME]
1) CALL TO ORDER
2) PLEADGE OF ALLEGIANCE
3) ROLL CALL: [LIST MEMBERS, COUNCIL LIAISON, AND STAFF LIAISON] 4) PUBLIC FORUM: An opportunity for the public to directly address the [Committee] on items of interest to the public that are not listed on the agenda. Any person addressing the [Committee] should provide his or her name and address, and limit comments to five minutes. Because of restrictions imposed by the Brown Act, the [Committee] may not engage in substantive discussion, nor take action on matters not described on the agenda. 5) REPORTS AND ANNOUNCEMENTS BY MEMBERS AND STAFF: Reports by staff and/or [Committee] members on items of general interest. Brief questions for clarification may be posed and answered, and [Committee] 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 [Committee].
6) CONSENT ITEMS
6.1 APPROVAL OF MINUTES: [Date of minutes]
7) NEW BUSINESS:
7.1 [List each item of business to be transacted or discussed at the meeting, with a brief description generally not exceeding 20 words and an approximate time allocated for the item.]
8) DISCUSSION OF ITEMS TO BE PLACED ON THE NEXT MEETING AGENDA 9) ADJOURNMENT
Agenda Item #9.12.
31 The next regularly scheduled [Committee] meeting will be held on [Date]. This agenda was posted at 1088 College Avenue, St. Helena, CA 94574, and or/at [location where meeting will be held] on [Date].
_________________________
Name, Staff Liaison
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in the meeting, please contact City Hall at (707) 967-2792. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting (28 CFR35.102-35.104 ADA Title II). However, City staff will attempt to assist at any time with accessibility. The City Clerk has equipment to assist those with a hearing impairment.
2.26 Rosenberg’s Rules of Order: Simple Parliamentary Procedures for the 21st Century
All procedural matters not otherwise provided for in or controlled by state law or by any ordinance, resolution, rule or regulation of the City shall be governed by Rosenberg’s Rules of Order: Simple Parliamentary Procedures for the 21st Century (attached as Exhibit). However, no ordinance, resolution, or other action of the Council shall be invalidated or the legality thereof otherwise affected by the failure or omission of the Council to observe or follow such rules. Certain procedures relating to motions, agenda item discussion, debate, and courtesies contained in Rosenberg’s Rules of Order: Simple Parliamentary Procedures for the 21st Century are incorporated into this document, except to the extent they are modified by this Protocol document.
3. CITY COUNCIL STANDARDS OF CONDUCT
3.1 Policy Purpose
The St. Helena City Council adopts this Code of Ethics and Conduct to assure that all elected and appointed officials, while exercising their office, conduct themselves in a manner that will instill public confidence and trust in the fair operation and integrity of St. Helena’s City government.
3.2 Ethics
The citizens and businesses of St. Helena are entitled to have fair, ethical and accountable local government. To this end, the public should have full confidence that their elected and appointed officials:
▪ Comply with both the letter and spirit of the laws and policies affecting the operations of government;
▪ Are independent, impartial and fair in their judgment and actions; ▪ Use their public office for the public good, not for personal gain; and ▪ Conduct public deliberations and processes openly, unless required by law to be confidential, in an atmosphere of respect and civility.
Agenda Item #9.12.
32 Therefore, members of the City Council, City Treasurer, and City Clerk and of all Boards, Committees and Commissions shall conduct themselves in accordance with the following ethical standards:
(a) Act in the Public Interest. Recognizing that stewardship of the public interest must be their primary concern, members will work for the common good of the people of St. Helena and not for any private or personal interest, and they will assure fair and equal treatment of all persons, claims and transactions coming before them.
(b) Comply with both the spirit and the letter of the Law and City Policy. Members shall comply with the laws of the nation, the State of California and the City of St. Helena in the performance of their public duties.
(c) Conduct of Members. The professional and personal conduct of members while exercising their office must be above reproach and avoid even the appearance of impropriety. Members shall refrain from abusive conduct, personal charges or verbal attacks upon the character or motives of other members of Council, Boards, Committees and Commissions, the Staff or public.
(d) Respect for Process. Members shall perform their duties in accordance with the processes and rules of order established by the City Council.
(e) Conduct at Public Meetings. Members shall prepare themselves for public issues, listen courteously and attentively to all public discussions before the body, and focus on the business at hand.
(f) Decisions Based on Merit. Members shall base their decisions on the merits and substance of the matter at hand, rather than on unrelated considerations. When making adjudicative decisions (those decisions where the member is called upon to determine and apply facts peculiar to an individual case), members shall maintain an open mind until the conclusion of the hearing on the matter and shall base their decisions on the facts presented at the hearing and the law.
(g) Communication. Members shall publicly disclose substantive information that is relevant to a matter under consideration by the body which they may have received from sources outside of the public decisionmaking process.
Agenda Item #9.12.
33 (h) Conflict of Interest. In order to assure their independence and impartiality on behalf of the common good and compliance with conflict of interest laws, members shall use their best efforts to refrain from creating an appearance of impropriety in their actions and decisions. Members shall not use their official positions to influence government decisions in which they have (a) a material financial interest, (b) an organizational responsibility or personal relationship which may give the appearance of a conflict of interest, or (c) a strong personal bias.
A member who has a potential conflict of interest regarding a particular decision shall disclose the matter to the City Attorney and reasonably cooperate with the City Attorney to analyze the potential conflict. If advised by the City Attorney to seek advice from the Fair Political Practices Commission (FPPC) or other appropriate state agency, a member shall not participate in a decision unless and until he or she has requested and received advice allowing the member to participate. A member shall diligently pursue obtaining such advice. The member shall provide the Mayor and the City Attorney a copy of any written request or advice, and conform his or her participation to the advice given. In providing assistance to members, the City Attorney represents the City and not individual members.
In accordance with the law, members shall disclose investments, interests in real property, sources of income, and gifts; and if they have a conflict of interest regarding a particular decision, shall not, once the conflict is ascertained, participate in the decision and shall not discuss or comment on the matter in any way to any person including other members unless otherwise permitted by law.
(i) Gifts and Favors. Members shall not take any special advantage of services or opportunities for personal gain, by virtue of their public office that is not available to the public in general. They shall refrain from accepting any gifts, favors or promises of future benefits which might compromise their independence of judgment or action or give the appearance of being compromised.
(j) Confidential Information. Members must maintain the confidentiality of all written materials and verbal information provided to members which is confidential or privileged. Members shall neither disclose confidential information without proper legal authorization, nor use such information to advance their personal, financial or other private interests.
(k) Use of Public Resources. Members shall not use public resources which are not available to the public in general (e.g., City Staff time, Agenda Item #9.12.
34 equipment, supplies or facilities) for private gain or for personal purposes not otherwise authorized by law.
(l) Representation of Private Interests. In keeping with their role as stewards of the public interest, members of Council shall not appear on behalf of the private interests of third parties before the Council or any Board, Committee, Commission or proceeding of the City, nor shall members of Boards, Committees and Commissions appear before their own bodies or before the Council on behalf of the private interests of third parties on matters related to the areas of service of their bodies. (m) Advocacy. Members shall represent the official policies or positions of the City Council, Board, Committee or Commission to the best of their ability when designated as delegates for this purpose. When communicating in their individual capacity and presenting their individual opinions and positions on public policy matters within the jurisdiction of the City of St. Helena, members shall explicitly state they do not represent their body or the City of St. Helena, nor will they allow the inference that they do. Councilmembers and Board, Committee and Commission members have the right to endorse candidates for all Council seats or other elected offices. It is inappropriate to mention or display endorsements during Council meetings, or Board, Committee and Commission meetings, or other official City meetings.
(n) Policy Role of Members. Members shall respect and adhere to the council-manager structure of St. Helena City government as outlined in the St. Helena City Code. In this structure, the City Council determines the policies of the City with the advice, information and analysis provided by City Staff, Boards, Committees and Commissions, and the public.
Except as provided by the City Code, members shall not interfere with the administrative functions of the City or the professional duties of City Staff; nor shall they impair the ability of Staff to implement Council policy decisions.
(o) Independence of Boards, Committees and Commissions.
Because of the value of the independent advice of Boards, Committees and Commissions to the public decision-making process, members of Council shall refrain from using their position to unduly influence the deliberations or outcomes of Board, Committee and Commission proceedings.
(p) Positive Work Place Environment. Members shall support the maintenance of a positive and constructive work place environment for City employees and for citizens and businesses dealing with the City.
Agenda Item #9.12.
35 Members shall recognize their special role in dealings with City employees to in no way create the perception of inappropriate direction to Staff. (q) AB 1234—Required Ethics Training
AB 1234 requires elected or appointed officials who are compensated for their service or reimbursed for their expenses to take two hours of training in ethics principles and laws every two years. Staff members listed on the conflict of interest code must also complete the training. It is the City’s policy to emphasize the importance of ethics in government and although not required, it is highly encouraged that all advisory body members, including Committees and Commissions, adhere to the same requirements.
The training must occur within two months of assuming office and be renewed within two months of the expiration of the current certificate. The training must cover general ethics principles relating to public service and ethics laws including:
• Laws relating to personal financial gain by public officials (including bribery and conflict of interest laws);
• Laws relating to office-holder perks, including gifts and travel restrictions, personal and political use of public resources, and prohibitions against gifts of public funds;
• Governmental transparency laws, including financial disclosure requirements and open government laws (the Brown Act and Public Records Act);
• Laws relating to fair processes, including fair contracting requirements, common law bias requirements, and due process.
3.3 Code of Ethics and Conduct
The Code of Ethics and Conduct are designed to describe the manner in which elected and appointed officials should treat one another, City Staff, constituents, and others they come into contact with while representing the City of St. Helena. (a) Elected and Appointed Officials’ Conduct with Each Other in Public Meetings
Elected and appointed officials are individuals with a wide variety of backgrounds, personalities, values, opinions, and goals. Despite this diversity, all have chosen to serve in public office in order to preserve and protect the present and the future of the community. In all cases, this common goal should be acknowledged even though individuals may not agree on every issue.
1. Honor the role of the chair in maintaining order
Agenda Item #9.12.
36 It is the responsibility of the chair to keep the comments of members on track during public meetings. Members should honor efforts by the chair to focus discussion on current agenda items. If there is disagreement about the agenda or the chair’s actions, those objections should be voiced politely and with reason, following procedures outlined in parliamentary procedure.
2. Practice civility and decorum in discussions and debate Difficult questions, tough challenges to a particular point of view, and criticism of ideas and information are legitimate elements of debate by a free democracy in action. Free debate does not require nor justify, however, public officials to make belligerent, personal, impertinent, slanderous, threatening, abusive, or disparaging comments.
3. Avoid personal comments that could offend other members If a member is personally offended by the remarks of another member, the offended member should make notes of the actual words used and call for a "point of personal privilege" that challenges the other member to justify or apologize for the language used. The chair will maintain control of this discussion.
4. Demonstrate effective problem-solving approaches
Members have a public stage and have the responsibility to show how individuals with disparate points of view can find common ground and seek a compromise that benefits the community as a whole.
(b) Elected and Appointed Officials’ Conduct with the Public in Public Meetings
Making the public feel welcome is an important part of the democratic process. No signs of partiality, prejudice or disrespect should be evident on the part of individual members toward an individual participating in a public forum. Every effort should be made to be fair and impartial in listening to public testimony.
1. Be welcoming to speakers and treat them with care and gentleness.
a. While questions of clarification may be asked, the
official’s primary role during public testimony is to listen.
2. Be fair and equitable in allocating public hearing time to individual speakers.
Agenda Item #9.12.
37 a. The chair will determine and announce limits on speakers at the start of the public hearing process.
3. Practice active listening
a. It is disconcerting to speakers to have members not look at them when they are speaking. It is fine to look down at documents or to make notes, but reading for a long
period of time or gazing around the room gives the
appearance of disinterest. Members shall try to be
conscious of facial expressions, and avoid those that
could be interpreted as "smirking," disbelief, anger or boredom.
4. Maintain an open mind
a. Members of the public deserve an opportunity to
influence the thinking of elected and appointed officials.
5. Ask for clarification, but avoid debate and argument with the public
a. Only the chair – not individual members – can interrupt a speaker during a presentation. However, a member can
ask the chair for a point of order if the speaker is off the topic or exhibiting behavior or language the member finds disturbing.
(c) Elected and Appointed Officials’ Conduct with City Staff Governance of a City relies on the cooperative efforts of elected officials, who set policy, appointed officials who advise the elected, and City Staff who implement and administer the Council’s policies. Therefore, every effort should be made to be cooperative and show mutual respect for the contributions made by each individual for the good of the community.
1. Treat all Staff as professionals
a. Clear, honest communication that respects the abilities, experience, and dignity of each individual is expected.
Poor behavior towards Staff is not acceptable.
2. Do not disrupt City Staff from their jobs
a. Elected and appointed officials should not disrupt City Staff while they are in meetings, on the phone, or
engrossed in performing their job functions in order to have their individual needs met. Do not attend City Staff meetings unless requested by Staff – even if the elected or appointed official does not say anything, his or her presence implies support, shows partiality, may
Agenda Item #9.12.
38 intimidate Staff, and hampers Staff’s ability to do their job objectively.
3. Never publicly criticize an individual employee
a. Elected and appointed officials should never express concerns about the performance of a City employee in
public, to the employee directly, or to the employee’s
manager. Comments about Staff performance should
only be made to the City Manager through private
correspondence or conversation. Appointed officials
should make their comments regarding Staff to the City
Manager or the Mayor.
4. Do not get involved in administrative functions
a. Elected and appointed officials acting in their individual capacity must not attempt to influence City Staff on the making of appointments, awarding of contracts, selecting of consultants, processing of development applications, or granting of City licenses and permits.
5. Do not solicit political support from Staff
a. Elected and appointed officials should not solicit any type of political support (financial contributions, display of posters or lawn signs, name on support list, etc.) from City Staff. City Staff may, as private citizens with
constitutional rights, support political candidates but all such activities must be done away from the workplace.
6. No Attorney-Client Relationship
a. Members shall not seek to establish an attorney-client relationship with the City Attorney, including his or her Staff and attorneys contracted to work on behalf of the City. The City Attorney represents the City and not
individual members. Members who consult with the City
Attorney cannot enjoy or establish an attorney-client
relationship with the attorney.
(d) Council Conduct with Boards, Committees and Commissions The City has established several Boards, Committees and Commissions as a means of gathering more community input. Citizens who serve on Boards, Committees and Commissions become more involved in government and serve as advisors to the City Council. They are a valuable resource to the City’s leadership and should be treated with appreciation and respect.
Agenda Item #9.12.
39 1. Respect Role of Liaison to City’s Boards,
Committees and Commissions
Several of the City’s Boards, Committees and Commissions have a Council Member who serves as its Council liaison. The City Council will collectively review and approve liaison appointments annually. Council Members serving as liaisons should act as an advisor and resource to
committee/board/commission members and the
committee/board/commission’s Staff liaison when issues
regarding process, procedure, attendance, interpersonal or public relations arise.
2. Respect that Boards, Committees and Commissions serve the community, not individual Councilmembers
The City Council appoints individuals to serve on Boards, Committees and Commissions, and it is the responsibility of Boards, Committees and Commissions to follow policy
established by the Council. But Board, Committee and
Commission members do not report to individual
Councilmembers (whether or not they are serving as liaisons), nor should Councilmembers feel they have the power or right to threaten Board, Committee and Commission members with
removal if they disagree about an issue. Appointment and reappointment to a Board, Committee or Commission should be based on such criteria as expertise, ability to work with Staff and the public, and commitment to fulfilling official duties. A Board, Committee or Commission appointment should not be used as a political "reward."
3. Be respectful of diverse opinions
A primary role of Boards, Committees and Commissions is to represent many points of view in the community and to provide the Council with advice based on a full spectrum of concerns and perspectives. Councilmembers may have a closer working
relationship with some individuals serving on Boards, Committees and Commissions, but must be fair and respectful of all citizens serving on Boards, Committees and Commissions.
4. Keep political support away from public forums
Board, Committee and Commission members may offer political support to a Councilmember, but not in a public forum while conducting official duties. Conversely, Councilmembers may support Board, Committee and Commission members who are running for office, but not in an official forum in their capacity as a Councilmember.
(e) Elected and Appointed Officials’ Conduct With Each Other and the Public in Private Encounters
Agenda Item #9.12.
40 1. Continue Respectful Behavior in Private
The same level of respect and consideration of differing points of view that is deemed appropriate for public discussions, and set forth above in subsections (a) through (d), should be maintained in private conversations, including telephone calls, texts, e-mails or other forms of communication. Council Members and appointed officials shall refrain from abusive conduct, intimidation, bullying tactics, personal charges, or verbal attacks upon the character or motives of other members or the public.
2. Be Aware of the Insecurity (Non-Confidentiality) of Written Notes, Texts, Voicemail and E-mail
Technology allows words written or said without much forethought to be distributed wide and far. Would you feel comfortable to have this note faxed to others? How would you feel if this voicemail message was played on a speakerphone in a full office? What would happen if this E-mail or text message were forwarded to others? Written notes, voicemail messages, texts and E-mail should be treated as potentially "public" communication.
3. Understand that Even Private Conversations can have Public Presence Elected and appointed officials are always on display — their actions, demeanor, fitness, mannerisms, language and timing and form of communication are monitored by people around them that they may not know. Lunch table conversations will be eavesdropped upon, parking lot debates will be watched, late-night e-mails will be questioned and casual comments between individuals before and after public meetings noticed.
3.4 Enforcement and Sanctions
(a) Acknowledgement of Code of Ethics and Conduct
Upon assuming office each Councilmember, and each Board, Committee and Commission Member (“Member”), shall sign a statement affirming that he or she has been provided with and has read the Code of Ethics and Conduct. Each Councilmember, Board, Committee and Commission Member, shall adhere to the Code of Ethics and Conduct as well as the Council’s Rules of Procedure. Councilmembers who do not sign an acknowledgement that they have read and understand the Code of Ethics and Conduct shall be ineligible for intergovernmental assignments or Council subcommittees. Board, Committee and Commission members who do not sign an acknowledgement that they have read and understand the Code of Ethics and Conduct are not eligible to hold office. (b) Ethics Training for Local Officials
Agenda Item #9.12.
41 . Councilmembers, City Treasurer, City Clerk, Board, Committee, Commission Members and those listed on the conflict of interest code who are out of compliance with State or City mandated requirements for ethics training shall not represent the City on intergovernmental assignments or Council subcommittees and may be subject to sanctions.
(c) Behavior and Conduct
The St. Helena Code of Ethics and Conduct expresses standards of ethical conduct expected for members of the St. Helena City Council, Boards, Committees and Commissions. Each Member him or herself has the primary responsibility to assure that he or she understands and satisfies the ethical standards, so that the public can continue to have full confidence in the integrity of government. The chairs of Boards, Committees and Commissions and the Mayor and Council have the additional responsibility to intervene when actions of Members that appear to be in violation of the Code of Ethics and Conduct are brought to their attention. Without violating Brown Act serial meeting requirements, individual Members should point out to the offending Member perceived infractions of the Code of Ethics and Conduct.
(d) Council Authority
Under California law, the Council does not have the legal authority to remove Members elected or appointed to the City Council or to otherwise deprive them of their office. However, a majority of the Councilmembers may remove a Councilmember from any or all Council honorary and/or ceremonial positions and ad-hoc and standing committees, as well as from positions with other governmental agencies or other organizations they hold by virtue of appointment by the City Council.
3.5 Implementation
The Code of Ethics and Conduct is intended to be self-enforcing and is an expression of the standards of conduct for members expected by the City. It therefore becomes most effective when members are thoroughly familiar with it and embrace its provisions.
For this reason, this document shall be included in the regular orientations for candidates for City Council, City Treasurer, City Clerk, applicants to Board, Committee and Commissions, and newly elected and appointed officials.
Members entering office shall sign the following statement (below) acknowledging they have read and understand the Code of Ethics and Conduct.
In addition, the Code of Ethics and Conduct shall be periodically reviewed by the City Council, Boards, Committees and Commissions, and updated it as necessary.
Agenda Item #9.12.
42 I affirm that I have read and understand the City of St. Helena Code of Ethics and Conduct for Elected and Appointed Officials.
__________________________________ _______________________ Signature Date
Agenda Item #9.12.
League of California Cities 1
Rosenberg’s Rules of Order:
Simple Parliamentary
Procedures for the 21st Century
Agenda Item #9.12.
About the League of California Cities
Established in 1898, the League of California Cities is a member organization that represents California’s incorporated cities.
The League strives to protect the local authority and autonomy of city government and help California’s cities effectively serve their residents. In addition to advocating on cities’ behalf at the state capitol, the League provides its members with professional development programs and information resources, conducts educational conferences and research, and publishes Western City magazine.
About Western City Magazine
Western City is the League of California Cities' monthly magazine. Western City provides lively, interdisciplinary analyses of issues affecting local governance. Its goal is to offer immediately practical ideas, information and bigger-picture policy issues and trends. For more information, visit www.westerncity.com. “Rosenberg’s Rules of Order” first appeared in Western City magazine in August and September 2003.
VISION:
To be recognized and respected as the leading advocate for the common interests of California cities.
MISSION:
To restore and protect local control for cities through education and advocacy to enhance the quality of life for all Californians.
About the Author
Dave Rosenberg is an elected county supervisor representing the 4th District in Yolo County. He also serves as director of community and intergovernmental relations, director of operations, and senior advisor to the governor of California. He has served as a member and chair of numerous state and local boards, both appointed and elected, and also served on the Davis City Council for 12 years, including two terms as mayor.
He has taught classes on parliamentary procedure and has served as parliamentarian for large and small governing bodies.
In the fall of 2003, Gov. Davis appointed Rosenberg as a judge of the Yolo County Superior Court.
1400 K Street, Sacramento, CA 95814
(916) 658-8200
Fax (916) 658-8240
www.cacities.org
To order additional copies of this publication, call (916) 658-8257 or visit www.cacities.org/store. © 2003 League of California Cities. All rights reserved.
Agenda Item #9.12.
www.cacities.org 1
he rules of procedure at meetings
should be simple enough for most
people to understand. Unfortunately,
that hasn’t always been the case. Virtually all clubs, associations, boards, councils and bodies follow a set of rules, Robert’s Rules of Order, which are embodied in a small but complex book.
Virtually no one I know has actually
read this book cover to cover.
Worse yet, the book was written for
another time and purpose. If you are
running the British Parliament, Robert’s
Rules of Order is a dandy and quite useful handbook. On the other hand, if you’re running a meeting of a fivemember body with a few members of the public in attendance, a simplified
version of the rules of parliamentary
procedure is in order. Hence, the birth
of “Rosenberg’s Rules of Order.”
This publication covers the rules of
parliamentary procedure based on my
20 years of experience chairing meetings
in state and local government. These
rules have been simplified and slimmed
down for 21st century meetings, yet
they retain the basic tenets of order to
which we are accustomed.
“Rosenberg’s Rules of Order” are supported by the following four principles:
1. Rules should establish order. The
first purpose of the rules of parliamentary procedure is to establish a framework for the orderly conduct
of meetings.
2. Rules should be clear. Simple rules
lead to wider understanding and
participation. Complex rules create
two classes: those who understand
and participate and those who do
not fully understand and do not
fully participate.
3. Rules should be user-friendly. That
is, the rules must be simple enough
that citizens feel they have been able
to participate in the process.
4. Rules should enforce the will of
the majority while protecting the
rights of the minority. The ultimate
purpose of the rules of procedure is
to encourage discussion and to facilitate decision-making by the body. In a democracy, the majority rules. The
rules must enable the majority to
express itself and fashion a result,
while permitting the minority to also
express itself (but not dominate) and
fully participate in the process.
The Chairperson Should Take a
Back Seat During Discussions
While all members of the governing
body should know and understand the
rules of parliamentary procedure, it is
the chairperson (chair) who is charged
with applying the rules of conduct.
The chair should be well versed in those
rules, because the chair, for all intents
and purposes, makes the final ruling on
the rules. In fact, all decisions by the
chair are final unless overruled by the
governing body itself.
Because the chair conducts the meeting,
it is common courtesy for the chair to
take a less active role than other members of the body in debates and discussions. This does not mean that the chair should not participate in the debate or
discussion. On the contrary, as a member of the body, the chair has full rights to participate in debates, discussions
and decision-making. The chair should,
however, strive to be the last to speak at
the discussion and debate stage, and
should not make or second a motion
unless he or she is convinced that no
other member of the body will do so.
The Basic Format for an
Agenda Item Discussion
Formal meetings normally have a written,
published agenda; informal meetings
may have only an oral or understood
agenda. In either case, the meeting is
governed by the agenda and the agenda
constitutes the body’s agreed-upon road
map for the meeting. And each agenda
item can be handled by the chair in the
following basic format.
First, the chair should clearly announce
the agenda item number and should
clearly state what the subject is. The
chair should then announce the format
that will be followed.
Second, following that agenda format,
the chair should invite the appropriate
people to report on the item, including
any recommendation they might have.
The appropriate person may be the
chair, a member of the governing body,
Rosenberg’s Rules of Order:
Simple Parliamentary
Procedures for the 21st Century
There are exceptions to the general rule of free
and open debate on motions. The exceptions all
apply when there is a desire to move on.
by Dave Rosenberg
Agenda Item #9.12.
2 League of California Cities
a staff person, or a committee chair
charged with providing information
about the agenda item.
Third, the chair should ask members
of the body if they have any technical
questions for clarification. At this point,
members of the governing body may ask
clarifying questions to the people who
reported on the item, and they should
be given time to respond.
Fourth, the chair should invite public
comments or, if appropriate at a formal
meeting, open the meeting to public
input. If numerous members of the public indicate a desire to speak to the subject, the chair may limit the time of each public speaker. At the conclusion of the
public comments, the chair should announce that public input has concluded (or that the public hearing, as the case
may be, is closed).
Fifth, the chair should invite a motion
from the governing body members. The
chair should announce the name of the
member who makes the motion.
Sixth, the chair should determine if any
member of the body wishes to second
the motion. The chair should announce
the name of the member who seconds
the motion. It is normally good practice
for a motion to require a second before
proceeding with it, to ensure that it is
not just one member of the body who
is interested in a particular approach.
However, a second is not an absolute
requirement, and the chair can proceed
with consideration and a vote on the
motion even when there is no second.
This is a matter left to the discretion
of the chair.
Seventh, if the motion is made and seconded, the chair should make sure everyone understands the motion. This is done in one of three ways:
1. The chair can ask the maker of the
motion to repeat it;
2. The chair can repeat the motion; or
3. The chair can ask the secretary
or the clerk of the body to repeat
the motion.
Motions are made in a simple two-step
process. First, the chair recognizes the
member. Second, the member makes a
motion by preceding the member’s
desired approach with the words: “I
move …” A typical motion might be:
“I move that we give 10 days’ notice in
the future for all our meetings.”
The chair usually initiates the motion by:
1. Inviting the members to make a
motion: “A motion at this time
would be in order.”
Rosenberg’s Rules of Order: Simple Parliamentary Procedure for the 21st Century Ninth, the chair takes a vote. Simply
asking for the “ayes” and then the “nays”
is normally sufficient. If members of the
body do not vote, then they “abstain.”
Unless the rules of the body provide
otherwise or unless a super-majority is
required (as delineated later in these
rules), a simple majority determines
whether the motion passes or is defeated.
Tenth, the chair should announce the
result of the vote and should announce
what action (if any) the body has taken.
In announcing the result, the chair
should indicate the names of the members, if any, who voted in the minority on the motion. This announcement
might take the following form: “The
motion passes by a vote of 3-2, with
Smith and Jones dissenting. We have
passed the motion requiring 10 days’
notice for all future meetings of this
governing body.”
Motions in General
Motions are the vehicles for decisionmaking. It is usually best to have a motion before the governing body prior to discussing an agenda item, to help everyone focus on the motion before them.
Eighth, the chair should now invite discussion of the motion by the members of the governing body. If there is no
desired discussion or the discussion has
ended, the chair should announce that
the body will vote on the motion. If
there has been no discussion or a very
brief discussion, the vote should proceed
immediately, and there is no need to repeat the motion. If there has been substantial discussion, it is normally best to make sure everyone understands the
motion by repeating it.
2. Suggesting a motion to the members:
“A motion would be in order that we
give 10-days’ notice in the future for
all our meetings.”
3. Making the motion.
As noted, the chair has every right as a
member of the body to make a motion,
but normally should do so only if he or
she wishes a motion to be made but no
other member seems willing to do so.
The Three Basic Motions
Three motions are the most common:
1. The basic motion. The basic motion
is the one that puts forward a decision for consideration. A basic motion might be: “I move that we create a five-member committee to plan
and put on our annual fundraiser.”
2. The motion to amend. If a member
wants to change a basic motion that
is under discussion, he or she would
move to amend it. A motion to
amend might be: “I move that we
amend the motion to have a 10-
member committee.” A motion to
amend takes the basic motion that is
before the body and seeks to change
it in some way.
Debate on policy is healthy; debate on personalities
is not. The chair has the right to cut off discussion
that is too personal, too loud or too crude.
Agenda Item #9.12.
www.cacities.org 3
Rosenberg’s Rules of Order: Simple Parliamentary Procedure for the 21st Century
3. The substitute motion. If a member
wants to completely do away with
the basic motion under discussion
and put a new motion before the
governing body, he or she would
“move a substitute motion.” A substitute motion might be: “I move a substitute motion that we cancel the annual fundraiser this year.”
Motions to amend and substitute motions are often confused. But they are quite different, and so is their effect,
if passed.
A motion to amend seeks to retain the
basic motion on the floor, but to modify
it in some way.
A substitute motion seeks to throw out
the basic motion on the floor and substitute a new and different motion for it.
The decision as to whether a motion is
really a motion to amend or a substitute
motion is left to the chair. So that if a
member makes what that member calls a
motion to amend, but the chair determines it is really a substitute motion, the chair’s designation governs.
When Multiple Motions Are Before
The Governing Body
Up to three motions may be on the floor
simultaneously. The chair may reject a
fourth motion until the three that are on
the floor have been resolved.
When two or three motions are on the
floor (after motions and seconds) at
the same time, the first vote should be
on the last motion made. So, for example, assume the first motion is a basic “motion to have a five-member committee to plan and put on our annual fundraiser.” During the discussion of this motion, a member might make a second
motion to “amend the main motion to
have a 10-member committee, not a
five-member committee, to plan and
put on our annual fundraiser.” And perhaps, during that discussion, a member makes yet a third motion as a “substitute
motion that we not have an annual
fundraiser this year.” The proper procedure would be as follows.
First, the chair would deal with the
third (the last) motion on the floor, the
substitute motion. After discussion and
debate, a vote would be taken first on
the third motion. If the substitute
motion passes, it would be a substitute
for the basic motion and would eliminate it. The first motion would be moot, as would the second motion (which
sought to amend the first motion), and
the action on the agenda item would be
complete. No vote would be taken on
the first or second motions. On the
other hand, if the substitute motion (the
third motion) failed, the chair would
proceed to consideration of the second
(now the last) motion on the floor, the
motion to amend.
If the substitute motion failed, the
chair would then deal with the second
(now the last) motion on the floor,
the motion to amend. The discussion
and debate would focus strictly on the
amendment (should the committee be
five or 10 members). If the motion to
amend passed, the chair would now
move to consider the main motion (the
first motion) as amended. If the motion
to amend failed, the chair would now
move to consider the main motion
(the first motion) in its original format,
not amended.
To Debate or Not to Debate
The basic rule of motions is that they
are subject to discussion and debate.
Accordingly, basic motions, motions to
amend, and substitute motions are all
eligible, each in their turn, for full discussion before and by the body. The debate can continue as long as members
of the body wish to discuss an item, subject to the decision of the chair that it is time to move on and take action.
There are exceptions to the general rule
of free and open debate on motions. The
exceptions all apply when there is a
desire of the body to move on. The following motions are not debatable (that is, when the following motions are made
and seconded, the chair must immediately call for a vote of the body without debate on the motion):
A motion to adjourn. This motion, if
passed, requires the body to immediately
adjourn to its next regularly scheduled
meeting. This motion requires a simple
majority vote.
A motion to recess. This motion, if
passed, requires the body to immediately
take a recess. Normally, the chair determines the length of the recess, which may range from a few minutes to an
hour. It requires a simple majority vote.
The challenge for anyone chairing a public meeting is to accommodate public input in a timely and time-sensitive way, while maintaining steady
progress through the agenda items.
Third, the chair would now deal with
the first motion that was placed on the
floor. The original motion would either
be in its original format (five-member
committee) or, if amended, would be in
its amended format (10-member committee). And the question on the floor for discussion and decision would be
whether a committee should plan and
put on the annual fundraiser.
A motion to fix the time to adjourn.
This motion, if passed, requires the body
to adjourn the meeting at the specific
time set in the motion. For example, the
motion might be: “I move we adjourn
this meeting at midnight.” It requires a
simple majority vote.
A motion to table. This motion, if
passed, requires discussion of the agenda
item to be halted and the agenda item to
Agenda Item #9.12.
4 League of California Cities
be placed on “hold.” The motion may
contain a specific time in which the
item can come back to the body: “I
move we table this item until our regular meeting in October.” Or the motion may contain no specific time for the
return of the item, in which case a
motion to take the item off the table
and bring it back to the body will have
to be taken at a future meeting. A
motion to table an item (or to bring it
back to the body) requires a simple
majority vote.
A motion to limit debate. The most
common form of this motion is to say:
“I move the previous question” or “I
move the question” or “I call for the
question.” When a member of the body
makes such a motion, the member is
really saying: “I’ve had enough debate.
Let’s get on with the vote.” When such
a motion is made, the chair should ask
for a second to the motion, stop debate,
and vote on the motion to limit debate.
The motion to limit debate requires a
two-thirds vote of the body. Note that a
motion to limit debate could include a
time limit. For example: “I move we
limit debate on this agenda item to
15 minutes.” Even in this format, the
the motion fails. If one member is absent and the vote is 3-3, the motion still fails.
All motions require a simple majority,
but there are a few exceptions. The
exceptions occur when the body is
taking an action that effectively cuts
off the ability of a minority of the body
to take an action or discuss an item.
These extraordinary motions require a
two-thirds majority (a super-majority)
to pass:
Motion to limit debate. Whether a
member says, “I move the previous
question,” “I move the question,” “I
call for the question” or “I move to limit
debate,” it all amounts to an attempt to
cut off the ability of the minority to discuss an item, and it requires a two-thirds vote to pass.
Motion to close nominations. When
choosing officers of the body, such as the
chair, nominations are in order either
from a nominating committee or from
the floor of the body. A motion to close
nominations effectively cuts off the right
of the minority to nominate officers,
and it requires a two-thirds vote
to pass.
pend the rules for a particular purpose.
For example, the body (a private club)
might have a rule prohibiting the attendance at meetings by non-club members. A motion to suspend the rules would be in order to allow a non-club
member to attend a meeting of the club
on a particular date or on a particular
agenda item.
The Motion to Reconsider
There is a special and unique motion
that requires a bit of explanation all by
itself: the motion to reconsider. A tenet
of parliamentary procedure is finality.
After vigorous discussion, debate and
a vote, there must be some closure to
the issue. And so, after a vote is taken,
the matter is deemed closed, subject
only to reopening if a proper motion
to reconsider is made.
A motion to reconsider requires a
majority vote to pass, but there are
two special rules that apply only to
the motion to reconsider.
First is the matter of timing. A motion
to reconsider must be made at the meeting where the item was first voted upon or at the very next meeting of the body.
A motion to reconsider made at a later
time is untimely. (The body, however,
can always vote to suspend the rules
and, by a two-thirds majority, allow a
motion to reconsider to be made at
another time.)
Second, a motion to reconsider may be
made only by certain members of the
body. Accordingly, a motion to reconsider may be made only by a member who voted in the majority on the original motion. If such a member has a change of heart, he or she may make the
motion to reconsider (any other member of the body may second the motion).
If a member who voted in the minority
seeks to make the motion to reconsider,
it must be ruled out of order. The purpose of this rule is finality. If a member of the minority could make a motion to
reconsider, then the item could be
brought back to the body again and
again, which would defeat the purpose
of finality.
Rosenberg’s Rules of Order: Simple Parliamentary Procedure for the 21st Century motion to limit debate requires a twothirds vote of the body. A similar motion is a motion to object to consideration of an item. This motion is not debatable,
and if passed, precludes the body from
even considering an item on the agenda.
It also requires a two-thirds vote.
Majority and Super-Majority Votes
In a democracy, decisions are made with
a simple majority vote. A tie vote means
the motion fails. So in a seven-member
body, a vote of 4-3 passes the motion. A
vote of 3-3 with one abstention means
Motion to object to the consideration
of a question. Normally, such a motion
is unnecessary, because the objectionable
item can be tabled or defeated straight
up. However, when members of a body
do not even want an item on the agenda
to be considered, then such a motion
is in order. It is not debatable, and it
requires a two-thirds vote to pass.
Motion to suspend the rules. This
motion is debatable, but requires a twothirds vote to pass. If the body has its own rules of order, conduct or procedure, this motion allows the body to susIf you are running the British Parliament, Robert’s Rules of Order is a dandy and quite
useful handbook.
Agenda Item #9.12.
www.cacities.org 5
If the motion to reconsider passes, then
the original matter is back before the
body, and a new original motion is in
order. The matter may be discussed and
debated as if it were on the floor for the
first time.
Courtesy and Decorum
The rules of order are meant to create
an atmosphere where the members of
the body and the members of the public
can attend to business efficiently, fairly
and with full participation. And at the
same time, it is up to the chair and the
members of the body to maintain common courtesy and decorum. Unless the setting is very informal, it is always best
for only one person at a time to have
the floor, and it is always best for every
lege relate to anything that would interfere with the normal comfort of the meeting. For example, the room may
be too hot or too cold, or a blowing
fan might interfere with a person’s
ability to hear.
Order. The proper interruption would
be: “Point of order.” Again, the chair
would ask the interrupter to “state your
point.” Appropriate points of order
Withdraw a motion. During debate
and discussion of a motion, the maker
of the motion on the floor, at any time,
may interrupt a speaker to withdraw
his or her motion from the floor. The
motion is immediately deemed withdrawn, although the chair may ask the person who seconded the motion if
he or she wishes to make the motion,
and any other member may make the
motion if properly recognized.
Special Notes About Public Input
The rules outlined here help make meetings very public-friendly. But in addition, and particularly for the chair, it is wise to remember three special rules that
apply to each agenda item:
Rule One: Tell the public what the body
will be doing.
Rule Two: Keep the public informed
while the body is doing it.
Rule Three: When the body has acted,
tell the public what the body did.
Public input is essential to a healthy
democracy, and community participation in public meetings is an important element of that input. The challenge for
anyone chairing a public meeting is to
accommodate public input in a timely
and time-sensitive way, while maintaining steady progress through the agenda items. The rules presented here for conducting a meeting are offered as tools for effective leadership and as a means of
developing sound public policy. ■
Rosenberg’s Rules of Order: Simple Parliamentary Procedure for the 21st Century It is usually best to have a motion before the governing body prior to discussing an agenda item, to help everyone focus.
Motions to amend and substitute motions are
often confused. But they are quite different, and
so is their effect, if passed.
speaker to be first recognized by the
chair before proceeding to speak.
The chair should always ensure that
debate and discussion of an agenda item
focus on the item and the policy in question, not on the personalities of the members of the body. Debate on policy
is healthy; debate on personalities is not.
The chair has the right to cut off discussion that is too personal, too loud or too crude.
Debate and discussion should be focused, but free and open. In the interest of time, the chair may, however, limit
the time allotted to speakers, including
members of the body. Can a member of
the body interrupt the speaker? The
general rule is no. There are, however,
exceptions. A speaker may be interrupted for the following reasons:
Privilege. The proper interruption
would be: “Point of privilege.” The chair
would then ask the interrupter to “state
your point.” Appropriate points of privirelate to anything that would not be considered appropriate conduct of the
meeting; for example, if the chair moved
on to a vote on a motion that permits
debate without allowing that discussion
or debate.
Appeal. If the chair makes a ruling that
a member of the body disagrees with,
that member may appeal the ruling of
the chair. If the motion is seconded and
after debate, if it passes by a simple
majority vote, then the ruling of the
chair is deemed reversed.
Call for orders of the day. This is simply another way of saying, “Let’s return to the agenda.” If a member believes that
the body has drifted from the agreedupon agenda, such a call may be made.
It does not require a vote, and when the
chair discovers that the agenda has not
been followed, the chair simply reminds
the body to return to the agenda item
properly before them. If the chair fails
to do so, the chair’s determination may
be appealed.
Agenda Item #9.12.
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Agenda Item #9.12.
RESOLUTION NO. 2023-
A Resolution of the City Council of the City of St. Helena 1) Rescinding Resolution 2014-45 Protocol for Committees, Commissions and Boards; and 2) Rescinding Resolution 2022-72 Amending Council Rules of Procedure and 3) Approving Combining and Reestablishing Protocols for the City Council, Committees, Commissions and Boards Rules of Procedure for the Conduct of Meetings & Standards of Conduct
RECITALS
A. N July 8, 2014, the City Council adopted Resolution No. 2014-45, establishing the protocols for Committees, Commissions and Boards; and B. On August 9, 2022, the City Council adopted Resolution No. 2022-72, adopting the most recent amended version of the City Council Rules of Procedure for the Conduct of Council Meetings & Standards of Conduct (the “Rules of Procedure”); and
C. The City Council desires to amend the protocols for the City Council, Committees, Commissions and Boards to combine protocols for all elected and appointed bodies.
RESOLUTION
NOW, THEREFORE, BE IT RESOLVED The City Council of the City of St. Helena, California, does resolve as follows:
1. The City Council of the City of St. Helena hereby finds and determines that the foregoing recitals are true and correct; and
2. The City Council rescinds Resolution 2014-45 Protocol for Committees, Commissions and Boards; and
3.The City Council rescinds Resolution 2022-72 Amending Council Rules of Procedure; and
4. This Resolution combines and reestablishes protocols for the City Council, Committees, Commissions and Boards Rules of Procedure for the Conduct of Meetings & Standards of Conduct shall take effect immediately upon its adoption.
PASSED, APPROVED AND ADOPTED by the City Council of the City of St.
Helena, California, at a regular meeting held on July 25, 2023, by the following vote:
Mayor Dohring: _____
Vice Mayor Hall: _____
Council Member Chouteau: _____
Agenda Item #9.12.
Council Member Hardy: _____
Councilmember Summers: _____
APPROVED: ATTEST:
________________________ ________________________
Paul Jamison Dohring, Mayor Cindy Tzafopoulos, City Clerk Agenda Item #9.12.
Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Finance
DATE: July 25, 2023
FROM: Yosselyn Valencia, Finance Manager
SUBJECT: Consideration and approval of a resolution approving Amendment #4 to the Professional Services Agreement in
connection with the project described as Professional User Fee Study Services with Willdan Financial Services for the amount of $13,000, with a total contract not-to-exceed
$121,435, to complete and update the User Fee Study.
RECOMMENDED
ACTION:
Staff recommends City Council approve the attached
resolution.
PREVIOUS COUNCIL
ACTION:
The previous Willdan Financial Services contract
amendment was approved by the City Council August 24th, 2021.
STATEMENT OF THE
PURPOSE:
To provide consulting services to establish User Fees.
FINANCIAL IMPACT: The cost to amend the contract is a one-time expense of $13,000 for fiscal year 2024. There is no additional
budgetary impact to the fiscal year 2024 budget for the proposed recommendation. The budget appropriation was
approved with the fiscal year 2024 adopted budget.
BACKGROUND:
As part of a general cost recovery strategy, local governments adopt user fees to fund programs and services that provide limited or no direct benefit to the community as a whole. The last full cost recovery study for the City was completed in November 2011 and an updated fee schedule was adopted by City Council on March 27, 2012 by Resolution 2012-21.
In September 2015, staff issued a Request for Proposals for a Full Cost Services and Development Impact Fee Study to include a Cost Allocation Plan, User Fee Study, and a Development Impact Fee Study. On October 9, 2015, the City received four proposals, which were reviewed by City staff and an outside consultant. In November 2015, the City selected Willdan Financial Services (Willdan) to conduct a Full Cost Services and Development Impact Fee Study and entered into a professional services agreement on November 24, 2015 by Resolution 2015-146.
DISCUSSION:
The principal goal of the User Fee Study is to help the City determine the full cost of the services that the City provides. The full cost of providing a service may not necessarily Agenda Item #9.13.
become the City’s fee but serves as an objective basis as to the maximum amount that may be collected. The total cost of each service included in the analysis is based on the full cost of providing City services, including direct salaries and benefits of City staff, direct department costs, and indirect costs from central service support.
The study involves the identification of existing and potential new fees, fee schedule restructuring, data collection and analysis, orientation and consultation, quality control, communication and presentations, and calculation of individual service costs (fees) or program cost recovery levels.
Willdan Financial Services was selected to conduct a User Fee Study and is available to conduct this analysis to prepare recommendations for the City's User Fees. An additional amendment is required to update the data analysis to capture the fluctuating cost and develop a rational basis for setting fees. Staff will return to Council to adopt the new User Fees. Staff is recommending the City of St. Helena to exercise the option to amend the contract for fiscal year 2024.
ENVIRONMENTAL REVIEW: There is no environmental component to this item.
DOCUMENTS ATTACHMENTS:
Attachment 2 Resolution
Attachment 1 Willdan Contract Amendment #4
Agenda Item #9.13.
Attachment 2
CITY OF ST. HELENA
RESOLUTION NO. 2023-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ST. HELENA AUTHORIZING: AMENDMENT #4 TO A
PROFESSIONAL SERVICES AGREEMENT WITH
WILLDAN FINANCIAL SERVICES FOR THE AMOUNT OF
$13,000, WITH A TOTAL CONTRACT NOT-TO-EXCEED
$121,435, TO COMPLETE AND UPDATE THE USER FEE
STUDY.
WHEREAS, on November 24, 2015 City Council approved Resolution No 2015- 146 approving a Professional Services Agreement with Willdan Financial Services to provide a Full Cost Services and Development Impact Fee Study for an amount not to exceed $81,540.00; and
WHEREAS, in November 2017, the City Council approved Amendment No. 1 via resolution No. 2017-51 to this agreement to increase the contract amount by $16,350.00 for a total not to exceed amount of $97,890.00 to include impact fee studies of the water and wastewater systems which were not included in the initial agreement; and
WHEREAS, in October 2018, the City Council approved Amendment No. 2 via resolution No. 2018-139 to this agreement to increase the contract by $4,500 for a total not-to-exceed amount of $102,390.00 to reassess the cost allocation plan due to the addition of two full-time firefighters, implementation of a compensation and classification study, and a Public Works reorganization that were not factored into the original cost allocation plan; and
WHEREAS, in August 2021, the City Council approved Amendment No. 3 via resolution No. 2021-107 to this agreement to increase the contract by $6,065 for at total not-to-exceed amount of $108,235 for the analysis of the Affordable Housing Fees to prepare recommendations for the amounts and classifications for a housing linkage fee for St. Helena; and
WHEREAS, City has determined to adopt new user fees, the costs associated with the provisions of services fluctuate over time, and a data analysis update is required to reflect the actual cost of certain public services; and Agenda Item #9.13.
Attachment 2
WHEREAS, During the updated data analysis will allow Willdan to capture rising cost data and prepare up-to-date recommendations for the city’s user fees; and WHEREAS, City and Consultant desire to amend the Agreement to update and complete the user fee study for an additional cost of $13,000; and WHEREAS, the total amended contract with Willdan Financial Services will not exceed $121,435.00; and
NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST. HELENA AS FOLLOWS:
1. The City Council of St. Helena hereby approves the Amendment #4 to the contract with Willdan Financial Services for an additional $13,000.00 for a total contract amount not-to-exceed $121,435.00.
Approved at a Regular Meeting of the St. Helena City Council on July 25, 2023, by the following vote:
Mayor Paul Dohring: __________
Vice Mayor Eric Hall: __________
Council Member Anna Chouteau: __________
Council Member Lester Hardy: __________
Council Member Billy Summers: __________
APPROVED: ATTEST:
________________________ __________________________
Paul Jamison Dohring, Mayor Cindy Tzafopoulos, City Clerk Agenda Item #9.13.
Attachment 1
THIRD AMENDMENT TO AGREEMENT FOR PROFESSIONAL
SERVICES WITH WILLDAN FINANCIAL SERVICES.
This Fourth Amendment to Professional Services Agreement dated November 24, 2015 ("Agreement") is made as of this 25th day of July 2023 by and between the City of St. Helena, a municipal corporation ("City"), and Willdan Financial Services. ("Consultant").
RECITALS
A. On November 24, 2015, the City and Willdan Financial Services (Consultant) entered into the Professional Services Agreement (“Agreement”) for a Full Cost Services and Development Impact Fee Study for an amount not to exceed $81,540.00; and B. In November 2017, the City Council approved Amendment No. 1 via resolution No. 2017-51 to this agreement to increase the contract amount by $16,350.00 for a total notto-exceed amount of $97,890.00 to include impact fee studies for the water and wastewater systems which were not included in the initial agreement; and C. In October 2018, the City Council approved Amendment No. 2 via resolution No. 2018- 139 to this agreement to increase the contract by $4,500 for a total not-to-exceed amount of $102,390.00 to reassess the cost allocation plan due to the addition of two full-time firefighters, implementation of a compensation and classification study, and a Public Works reorganization that were not factored into the original cost allocation plan; and
D. In August 24, 2021, the City Council approved Amendment No. 3 via resolution No. 2021-107 to this agreement to increase the contract amount by $6,045.00 for a total notto-exceed amount $108,435.00 to include a commercial linkage fee analysis, which allowed Willdan to prepare recommendations for the amounts and classifications for a housing linkage fee and in conjunction with housing market data Willdan developed a pro forma and determine the affordability gap per unit for each income level by industry and occupation; and
E. City has determined to adopt new user fees, the costs associated with the provisions of services fluctuate over time, and a data analysis update is required to reflect the actual cost of certain public services; and
F. During the updated data analysis will allow Willdan to capture rising cost data and prepare up-to-date recommendations for the city’s user fees; and G. City and Consultant desire to amend the Agreement to update the user fee study for an additional cost of $13,000; and
H. Amendment No. 4 in the amount of $13,000 to the Agreement for Consultant Services with Willdan Financial Services hereby approved and entered into on July 25, 2023; and I. The total amended contract not-to-exceed $121,435.00.
Agenda Item #9.13.
Attachment 1
AGREEMENT
NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements herein contained, for good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree to amend the Agreement as follows:
1. Compensation
Amendment No. 4 in the amount of $13,000.00 to the Agreement for Consultant Services with Willdan Financial Services for a total amended contract not to exceed $121,435.00; and
All other terms of the Agreement shall remain in full force and effect.
Entered as of the day and year first above stated.
CONSULTANT:
Signatures of Authorized Persons:
By: _____________________________
Print Name:_______________________
Title: ____________________________
CITY OF ST. HELENA
a Municipal Corporation
By:_________________________________
Print Name: Anil Comelo
Title: City Manager
APPROVED AS TO FORM:
____________________________
City Attorney
ATTEST:
____________________________
City Clerk
Agenda Item #9.13.
Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: July 25, 2023
FROM: Mario Traverso, Public Works Assistant Engineer
SUBJECT: Consideration and adoption of a Resolution: (1) Awarding the Emergency Back-Up Power Project to CD & Power in
the amount of $1,946,637.85; (2) Authorizing the City
Manager to execute the Construction Contract with CD &
Power; (3) Authorizing the Director of Public Works to
approve Change Orders not to exceed 10% of the contract amount; (4) Determining the project to be exempt from the requirements of the California Environmental Quality Act (CEQA).
RECOMMENDED
ACTION:
Adopt the attached resolution.
PREVIOUS COUNCIL
ACTION:
No previous Council Actions
STATEMENT OF THE
PURPOSE:
To award the construction contract for the Emergency
Power Back-Up Project to CD& Power.
FINANCIAL IMPACT: There is no additional budgetary impact to the fiscal year 2024 budget for the proposed recommendation. The budget for the projects are included in the Five-Year Capital
Improvement Program for Fiscal Years 2023-24 to 2027-28 adopted by City Council on June 13, 2023.
BACKGROUND:
In the aftermath of the devastating 2020 wildfires, the City of St. Helena identified risks that were posed against the City during the disaster. One risk identified is that in the event of a disaster, or a PG&E Public Safety Power Shutoff (PSPS), the City does not have back-up power to several critical City facilities that provide essential services to first responders and the citizens of St. Helena. Based on this risk to the City, it was determined it was essential to provide a permanent source of back-up power generation to various facilities to minimize the impacts disasters may have on St. Helena.
In response, the City applied for Hazard Mitigation Grants through CalOES/FEMA.
Multi-Generator Project (Corporation Yard and Crinella Pump Station) On July 29, 2021, City staff submitted an application requesting a designated fixed generator for the Corporation Yard and Crinella Pump Station. On August 8, 2022, the City received confirmation from CalOES that it was awarded the Hazard Mitigation Grant Agenda Item #9.14.
Program Application - Emergency Backup Power Project. The total estimated project cost is $343,173. The City's required match is $85,793.25.
By providing backup power to these facilities, the City will be able to ensure that it can continue to provide essential services during a disaster without interruption and reduce impacts to the public.
Wastewater Treatment Plant
On April 30, 2021, City staff submitted an application requesting larger capacity generator for the Wastewater Treatment Plant. On March 15, 2023, the City received confirmation from CalOES that it was awarded the Hazard Mitigation Grant Program Application - Wastewater Treatment Plant Emergency Backup Power Project. The total estimated project cost is $971,250. The City's required match is $242,812.50.
The larger capacity generator will allow the City to provide backup power supplies to the Wastewater Treatment Plant during higher risk disasters and support the effluent pump station without interruption and impacts to the public. The generator will also allow the wastewater treatment plant to operate during power outages, minimize the potential for sanitary sewer overflows or filling of the ponds at the wastewater treatment plant, and facilitate ongoing compliance with the City’s NPDES permit.
DISCUSSION:
Upon award of the Hazard Mitigation Grant Program grants, staff prepared contract documents in conformance to City and federal procurement requirements. On March 30th 2023, the City issued a Request for Proposals for the Emergency Back-Up Power project.
The Request for Proposals was posted on the City's website and the North Bay Builders Exchange. On May 11th 2023, the City received three sealed proposals which were publicly opened at City Hall.
The results are as follows:
Contractor Base Bid
CD & Power Martinez CA $1,946,637.85
Fort Bragg Electric Fort Brag CA $1,995,920.00
PC Inc. Santa Maria CA $2,184,812.43
The total project cost for the Multi Generator Project (Corp Yard and Crinella Pump Station) exceeded the grant award by $29,825. The total project cost for the Wastewater Treatment Plant Generator Project exceeded the grant award by $602,390. The City requested additional grant funding and CalOES indicated the additional funding has been set aside pending approval. The CIP Project budget sheets are included as Attachment 3 and 4.
Agenda Item #9.14.
The City considers the solicitation successful; receiving three competitive bids which fulfills federal procurement requirements. CD & Power is the lowest responsible, responsive bid, and holds a valid Class A & C10 Contractor’s License No. 757162 in the State of California, with no enforcement actions listed. Their license expires on 12/31/2024.
ENVIRONMENTAL REVIEW:
The generators are Tier 4 Final EPA Certified per the Bay Area Air Quality Management District requirements and the project specifications. Additionally, the generators will be regulated and permitted through the Bay Area Air Quality Management District.
DOCUMENTS ATTACHMENTS:
Attachment 1: Resolution - Emergency Back-Up Power Project Attachment 2: Construction Contract DRAFT
Attachment 3: C23-01 CIP Budget Sheet
Attachment 4: S23-02 CIP Budget Sheet
Agenda Item #9.14.
CITY OF ST. HELENA
RESOLUTION NO. 2023-
Awarding the Emergency Back-Up Power Project to CD
& Power, in the amount of $1,946,637.85, (2) Authorizing the City Manager to execute the Construction Contract
with CD & Power, (3) Authorizing the Director of Public Works to approve Change Orders not to exceed 10% of
the contract amount; and (4) Determining the project to be exempt from the requirements of the California
Environmental Quality Act (CEQA).
RECITALS
A. The contract documents and specifications for the work was prepared by staff in accordance with City and federal procurement requirements; and B. On March 30, 2023 a notice inviting bids was posted and distributed to contractors inviting bids for the Emergency Back-Up Power Project; and C. On May 11, 2023, three (3) bids were received and opened in accordance with applicable law; and
D. The lowest responsive and responsible bidder for the Project was CD & Power, of Martinez, CA in the amount of $1,946,637.85; and
E. City staff has determined that CD & Power’s bid satisfies the bidding requirements for the project; and
F. City staff has verified that CD & Power possesses a valid Contractor’s License, Class A & C10, number 757162 that qualifies CD & Power to complete the project; and
G. The Emergency Back-Up Power Project has been found to be exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 15301(c) of Title 14 of the California Code of Regulations as it consists of minor alterations of existing street and sidewalk facilities, as the project involves no expansion of an existing use.
RESOLUTION
The City Council of the City of St. Helena hereby resolves as follows:
1. Awarding Emergency Back-Up Power Project to CD & Power in the amount of $1,946,637.85; and
2. Authorizing the City Manager to execute a construction contract in the amount of $1,946,637.85 with CD & Power for Emergency Back-Up Power Project; and Agenda Item #9.14.
3. Authorizing the Director of Public Works to approve change orders not to exceed 10% of the contract account; and
4. The Emergency Back-Up Power Project is found to be exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 15301(c) of Title 14 of the California Code of Regulations as it consists of minor alterations of existing street and sidewalk facilities, as the project involves no expansion of an existing use.
Approved at a Regular Meeting of the St. Helena City Council on July 25, 2023, by the following vote:
Mayor Dohring: __________
Vice Mayor Hall: __________
Councilmember Chouteau: __________
Councilmember Hardy: __________
Councilmember Summers: __________
APPROVED: ATTEST:
________________________ ________________________
Paul Jamison Dohring, Mayor Cindy Tzafopoulous, City Clerk Agenda Item #9.14.
EMERGENCY BACK-UP POWER PROJECT
C-1
CONTRACT
CITY OF ST. HELENA
STATE OF CALIFORNIA
THIS CONTRACT is made and entered into by and between the City of St. Helena, a California municipal corporation, hereinafter called "City", and Got Power, Inc. DBA CD & Power, hereinafter called "Contractor," for the construction of the C 2 3 - 0 1 & S 2 3 - 0 2 E m e r g e n c y B a c k -u p P o w e r project (the “Project”).
RECITALS
City has taken appropriate proceedings to authorize construction of the Project herein provided and execution of this Contract.
A notice was duly published for bids, and bids were received for the Project improvement hereinafter described.
On , after notice duly given, the City Council of the City of St. Helena awarded the Contract for the construction of the Project improvement hereinafter described to Contractor, which the City Council found to be the lowest responsive and responsible bidder for construction of said Project improvement.
City and Contractor desire to enter into this Contract for the construction of said Project improvements.
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Contract Documents
The complete Contract consists of the following documents (hereinafter, the “Contract Documents”):
A. The Notice toContractors
B. The SpecialProvisions
C. The Technical Specifications
D. The Bid Proposal Forms
E. This Contract
F. The Standard Specifications and Standard Plans of the State of California, Dept. of Transportation, dated 2018
G. City of St. Helena General Conditions for City of St. Helena Construction Projects September 1997 (as amended)
H. The Bid Bond, Faithful Performance Bond, Labor and Material Bond, and Warranty/Maintenance Bond
I. City of St. Helena Standard Specifications and Standard Plans, dated June 1998 J. State of California Building Code
K. State of California Electrical Code
L. All Applicable Federal Requirements
M. Approved and fully executed change orders
N. Addenda
All rights and obligations of City and Contractor are fully set forth and described in the Contract Documents.
July 25, 2023
Agenda Item #9.14.
EMERGENCY BACK-UP POWER PROJECT
C-2
All of the above-named Contract Documents are intended to cooperate so that any work called for in one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said Contract Documents.
2. Scope of Work
The scope of work is described in the Contract Documents.
3. Performance of Work
Contractor shall furnish all tools, equipment, apparatus, facilities, labor and materials necessary to perform and complete in a good and workmanlike manner the work of construction as called for, and in the time and manner designated in, and in strict conformity with, the Contract Documents for said work.
The equipment, apparatus, facilities, labor and material shall be furnished, and said work performed and completed, as required in said plans and specifications under the direction and supervision, and subject to the approval, of the City Engineer of the City of St. Helena, or his or her designated assistant or assistants.
4. Contract Price
City shall pay, and Contractor shall accept, in full payment for the work agreed to be done, the dollar amounts shown on the attached Bid Schedule. Increases or decreases in the quantities shall operate in the manner provided for in the Contract Documents. Payment in installments shall be as provided for in the Contract Documents.
5. Extra and/or Additional Work and Changes
Should City at any time during the progress of said work request any alterations, deviations, additions or omissions from said plans, specifications or other Contract Documents, it shall be at liberty to do so and the same shall in no way affect or make void the Contract. The value of such will be added to, or deducted from, the contract price, as the case may be, in accordance with the provisions for such contained in the Contract Documents.
6. Liquidated Damages
In accordance with Government Code section 53069.85, it is agreed that the Contractor will pay the City the sum set forth in Section 4-1.02 of the Special Provisions for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Section does not exclude recovery of other damages specified in the Contract Documents
7. Indemnification
Contractor shall provide indemnification and defense as set forth in the Special Provisions.
8. Provisions Cumulative
The provisions of this Contract are cumulative and in addition to, and not in limitation of, any other rights or remedies available to City.
9. Notices
All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid.
Notices required to be given to City shall be addressed as follows:
City of St. Helena
1088 College Avenue
St. Helena, Ca 94574
Agenda Item #9.14.
EMERGENCY BACK-UP POWER PROJECT
C-3
Notices required to be given to Contractor shall be addressed as follows:
GOT POWER, INC. DBA CD & POWER
150 NARDI LANE
MARTINEZ, CA 94553
Notices required to be given to Sureties of Contractor shall be addressed as follows:
[Click here and insert Surety Company]
c/o [Click here and insert Surety]
[Click here and insert address]
[Click here and insert City]
DATED this 25th day of July, 2023.
CITY OF ST. HELENA, a Municipal Corporation
Anil Comelo, City Manager
ATTEST:
Cindy Tzafopoulos, City Clerk
APPROVED AS TO FORM:
CONTRACTOR: Got Power, Inc. a
corporation doing business as CD & Power
Contractor’s License No. 757162
By:
[Click here to insert Name and Title]
By:
[Click here to insert Name and Title]
Ethan Walsh, City Attorney
Project: Emergency Back-up Power Project
Agenda Item #9.14.
EMERGENCY BACKUP POWER PROJECT
BID SCHEDULE
Emergency Backup Power Project
Item
No. Item Description Estimated Quantity Unit Unit Price Total Cost 1 Generator Procurement and Installation
Corporation Yard 1 LS
2 Generator Procurement and Installation
Crinella Pump Station 1 LS
3 Generator Procurement and Installation
Wastewater Treatment Plant 1 LS
* Note: In case of error in extension of price into the total price column, the unit price will govern.
Total Amount of Base Bid (written in words) is:
Dollars and
Cents.
In the event of discrepancy between words and figures, the words shall prevail. $
Total in Figures
Notes:
• The Contract will be compared and awarded on the basis of the Total Base Bid. • The City reserves the right to increase or decrease quantities as deemed necessary, with the unit prices bid above.
$218,165.20 $218,165.20
$154,832.65 $154,832.65
$1,573,640.00 $1,573,640.00
One Million nine hundred forty six thousand six hundred thirty seven eighty five
$1,946,637.86
C-4
Agenda Item #9.14.
BID SCHEDULE, continued
150 NARDI LANE
Address of Bidder Signature of Bidder
MARTINEZ, CA 94553 MIKE SARTORIO
City Name of Bidder (Print)
925-229-2700 925-229-2702
Telephone Number of Bidder Fax Number of Bidder
757162 12/31 /24
Contractor's License Number License's Expiration Date
1000794079
DIR Registration Number
ADDENDUM ACKNOWLEDGMENT
Bidder acknowledges receipt of the following addenda, which are attached to the proposal:
Addendum No. #1 Date:
Addendum No. #2 Date:
Addendum No. Date:
Addendum No. Date:
EMERGENCY BACKUP POWER PROJECT
C-5
4/25/2023
5/9/2023
- --- -- -- --- --- --
Agenda Item #9.14.
EMERGENCY BACK-UP POWER PROJECT
C-6
FAITHFUL PERFORMANCE BOND
(Construction)
KNOW ALL PERSONS BY THESE PRESENTS:
THAT WHEREAS, the City of St. Helena, (hereinafter referred to as “City”) has awarded to _________________________, (hereinafter referred to as the “Contractor”) an agreement for Contract No._________, (hereinafter referred to as the “Project”).
WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated ________________, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.
NOW, THEREFORE, we, ______________________, the undersigned Contractor and ________________________________________________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the City in the sum of ___________________________ DOLLARS, ($____________), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one (1) year guarantee of all materials and workmanship; and shall indemnify and save harmless the City, its officials, officers, employees, and authorized volunteers, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.
As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorney’s fees, incurred by City in enforcing such obligation.
As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15.
Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City’s option:
i. Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
ii. Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Agenda Item #9.14.
EMERGENCY BACK-UP POWER PROJECT
C-7
Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.
iii. Permit the City to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.
Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.
Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the City, when declaring the Contractor in default, notifies Surety of the City’s objection to Contractor’s further participation in the completion of the Project.
The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project.
By their signatures hereunder, Surety and Contractor hereby confirm under penalty of perjury that surety is an admitted surety insurer authorized to do business in the State of California. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
Agenda Item #9.14.
EMERGENCY BACK-UP POWER PROJECT
C-8
IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 2023.
(Corporate Seal)
Contractor/ Principal
By
Title
(Corporate Seal)
Surety
By
Attorney-in-Fact
(Attach Attorney-in-Fact Certificate) Title
The rate of premium on this bond is ____________ per thousand. The total amount of premium charges is $_______________________________.
(The above must be filled in by corporate attorney.)
THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety) ___________________________________________ ___________________________________________
___________________________________________
(Name and Address of Agent or ___________________________________________ Representative for service of ___________________________________________ process in California, if different ___________________________________________ from above)
(Telephone number of Surety ___________________________________________ and Agent or Representative for
service of process in California)
Agenda Item #9.14.
EMERGENCY BACK-UP POWER PROJECT
C-9
LABOR AND MATERIALS BOND
(Construction)
KNOW ALL MEN BY THESE PRESENTS That
WHEREAS, the City of St. Helena (hereinafter designated as the “City”), by action taken or a resolution passed ___________________ , 2023, has awarded to ________________________ hereinafter designated as the “Principal,” a contract for the work described as follows: Contract No.____________ (the “Project”); and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.
NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto the City in the penal sum of ______________ Dollars ($___________) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Civil Code Section 9100, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Revenue and Taxation Code Section 18663, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by the City in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses.
This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon this bond.
It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Civil Code Section 9100, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned, including but not limited to the provisions of sections 2819 and 2845 of the California Civil Code.
By their signatures hereunder, Surety and Principal hereby confirm under penalty of perjury that surety is an admitted surety insurer authorized to do business in the State of California.
Agenda Item #9.14.
EMERGENCY BACK-UP POWER PROJECT
C-10
IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 2023.
(Corporate Seal)
Contractor/ Principal
By
Title
(Corporate Seal)
Surety
By
Attorney-in-Fact
(Attach Attorney-in-Fact Certificate) Title
Agenda Item #9.14.
EMERGENCY BACK-UP POWER PROJECT
C-11
WARRANTY/MAINTENANCE BOND
WHEREAS, the City Council of the CITY OF ST. HELENA, State of California (hereinafter designated as "City"), and (hereinafter designated as "Principal"), have entered into an agreement ("Contract") dated , 2023, whereby Principal guaranteed that all improvements (as defined therein) constructed by or on behalf of Principal shall be free from defects of materials or work quality and shall perform satisfactorily for a period of at least one (1) year from the date of final acceptance of all work performed under the Contract and further, the principal agreed to repair defects and replace improvements which cannot be repaired within said one (1) year period; and
WHEREAS, said Principal is required to furnish a bond for the faithful performance of its responsibility to maintain repair and replace said improvements.
NOW, THEREFORE, we the Principal and [Click here and insert Surety Agent Name and Number] as surety are held and firmly bound unto the City in the penal sum of $ lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.
The condition of this obligation is such that if the above-bounded Principal, his, her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the said Contract and any alteration thereof made as therein provided, on this or their part, to be kept and performed by Principal as required therein and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City and its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.
As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.
The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in any wise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the work or to the specifications.
In witness hereof, this instrument has been duly executed by the Contractor and surety above named on , 2023.
NOTE: To be signed by Principal,
and Admitted Surety and
acknowledgement and notarial
seal for both attached. Attach
copy of authority for surety agent
and County Clerk certificate
under CCP §995.660)
[SEAL]
(Principal Signature)
[Click and insert Principal Name and Title]
[Click and insert Principal Business Name]
(Surety Signature)
[Click and insert Name and Title]
[Click and insert Surety Business Name]
Agenda Item #9.14.
EMERGENCY BACK-UP POWER PROJECT
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Agenda Item #9.14.
EMERGENCY BACK-UP POWER PROJECT
C-13
Certificate pursuant to 995.640(a) Code of Civil Procedure Agenda Item #9.14.
Emergency Back-Up Power - Corp Yard & Crinella Pump Station Category:
Project Corporation Yard and Crinella Pump
Station
Civic
Project No: C23-01
Location:
Responsible
Department:
2023-24 2024-25 2025-26 2027-28
PROJECT
TOTAL
EXPENDITURES
(Thousands of Dollars)
2026-27
Total YTD
05/16/23
3150 - Construction Management 17,104 17,104
3160 - Construction Contract 372,998 372,998
EXPENDITURE TOTALS 390,102 390,102
FUNDING SOURCES
733-Civic CIP 55,177 55,177
733-Civic CIP HMGP Funds 279,748 279,748
773-Wastewater Capital Improvement 55,177 55,177
FUNDING TOTALS 390,102 390,102
PROJECT PURPOSE & DESCRIPTION: This project will replace existing emergency generators and related equipment at the City's Corporation Yard and Crinella Pump Station. These upgrades increase generator capacities and update aging equipment. This project is funded in part by Hazard Mitigation Grant Program (HMGP) funds secured from FEMA and California Office of Emergency Services.
NOTES:
EXPENDITURE ACCOUNTS: Fund: 733 Dept: 5010
12 Agenda Item #9.14.
Emergency Back-Up Power - WWTP
Category:
Project 1 Chaix Ln St. Helena
Wastewater
Project No: S23-02
Location:
Responsible
Department:
2023-24 2024-25 2025-26 2027-28
PROJECT
TOTAL
EXPENDITURES
(Thousands of Dollars)
2026-27
Total YTD
05/16/23
3150 - Construction Management 25,223 25,223
3160 - Construction Contract 1,575,640 1,575,640
EXPENDITURE TOTALS 1,600,863 1,600,863
FUNDING SOURCES
773-Wastewater Capital Improvement 419,133 419,133
773-Wastewater Capital Improvement -
HMGP Funds
1,181,730 1,181,730
FUNDING TOTALS 1,600,863 1,600,863
PROJECT PURPOSE & DESCRIPTION: This project will replace the existing emergency generator and related equipment at the Wastewater Treatment Plant. The upgrades increase generator capacities, update aging equipment, and will allow the City to provide backup power to an essential City facility during a disaster.
This project is funded in part by Hazard Mitigation Grant Program (HMGP) funds secured from FEMA and California Office of Emergency Services.
NOTES:
EXPENDITURE ACCOUNTS: Fund: 773 Dept: 5059 64 Agenda Item #9.14.
Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: July 25, 2023
FROM: Joseph Leach, Public Works Director and City Engineer SUBJECT: Receive report and consider adoption of Resolution to declare the end of the Phase I Water Emergency
retroactively effective on July 1, 2023.
RECOMMENDED
ACTION:
Adopt the attached resolution.
PREVIOUS COUNCIL
ACTION:
June 23, 2020 Council adoption of Resolution 2020-72
declaring Phase I Water Emergency.
October 27, 2020 Council adoption of Resolution 2020-107 declaring Phase II Water Emergency.
February 14, 2023 Council adoption of Resolution 2023-16 memorialized the end of the Phase II Water Emergency
declared by staff and effective December 2021.
STATEMENT OF THE
PURPOSE:
To provide data to support a recommendation to terminate the Phase I Water Emergency based upon current water
supply and projected water demand.
FINANCIAL IMPACT: Similar to the termination of the Phase II Water Emergency, which included a Drought Rate surcharge, the magnitude of either revenue lost (due to elimination of the Phase I
Drought Rate surcharge) or gained (due to possible
increase in customer usage) is undetermined. Regardless, the termination of the Phase I Water Emergency is being recommended based upon water data not financial
considerations.
BACKGROUND:
At the February 14, 2023 City Council meeting, a report was presented and discussion ensued related to formally terminating the Phase II Water Emergency via resolution since it had been declared as such in November 2021 and implemented in December 2021.
The report detailed the criteria required to both declare and terminate a Water Emergency, most notably that the analysis was to be performed "after the end of the fiscal year" based upon the St. Helena Municipal Code Section 13.04.010.
DISCUSSION:
During the February 14, 2023 meeting, Councilmembers and members of the community intimately familiar with the process by which the 2011 Safe Yield Committee developed the Safe Yield volume, it was noted that the report inaccurately presented the Safe Yield volume of 2,150 acre-feet per year ("AFY"). It was publicly noted that the Safe Yield Agenda Item #9.15.
volume of 1,950 AFY already included a 200 AFY increase in the available water supply from the City of Napa (i.e. increase from 400 AFY to 600 AFY with an option to request an additional 200 AFY). The increase in City of Napa water was memorialized by Amendment No. 3 to the Water Supply Agreement between the City of Napa and the City of St. Helena via Resolution No. 2011-82 adopted on November 8, 2011.
As noted in the February 14, 2023 report, Tables 1, 2, and 3 below are the criteria utilized to determine the necessity to continue or rescind a Water Emergency.
Table 1 - Bell Canyon Reservoir Capacity
Month 2019 2020 2021 2022 2023
Nov 57.0% 38.7% 73.5% 61.7%
Dec 71.7% 34.4% 100% 100%
May 62.9% 42.0% 82.3% 98.9%
Attachment 1, page 5 depicts the 17-year trend for Bell Canyon capacity. It is essential to note that there has not been a comparative season where the reservoir was 100% full in December and then over 90% full in May. The closest this occurred was in December 2014 where the reservoir was 100% full and then in May 2015 the reservoir was 89.5% full. Additionally, it should be noted that the reservoir has been above 95% capacity in May only 3 times (2006, 2016 and 2023).
Table 2 - Water Production Trend (Bell Canyon, Napa Intertie and Stonebridge Wells) Values in Acre-Feet, including through June 2023 for FY2022-23, as reported in a separate report on this agenda.
Source 2019-20 2020-21 2021-22 2022-23
Bell Canyon 765 601 379 401
Napa Water 592 487 393 562
Stonebridge
Wells 300 576 466 283
Totals 1,657 1,664 1,238 1,246
Attachment 1, pages 3 and 4 depict the 12-year trend for system water production between the three sources.
Table 3 - Water Demand Trend (i.e. Water Billed)
Values in Acre-Feet, including through June 2023 for FY2022-23, as reported in a separate report on this agenda.
2019-20 2020-21 2021-22 2022-23
Water
Customers
Demand
1,488 1,372 1,032 976
Percent Loss
(Audit) 15% 15% 15% 15%
Agenda Item #9.15.
Water Demand 1,751 1,614 1,214 1,148
Attachment 1, page 2 depicts the 12-year trend for total water demand.
Attachment 1, page 6, the projected available supply in Bell Canyon Reservoir is approximately 1,865AF in June 2024, significantly above the 1,481AF threshold for declaration of a Phase I Water Emergency.
ENVIRONMENTAL REVIEW: Not a CEQA project.
DOCUMENTS ATTACHMENTS:
Attachment 1 - Presentation COSH Water Update_021423_072523 Attachment 2 - Resolution_072523
Agenda Item #9.15.
City of St. Helena Water Update
Attachment 1
By: Joe Leach, PE
Director of Public Works
Public Works Department July 25, 2023 1 Agenda Item #9.15.
City of St. Helena Water Update
• Fiscal Year
water demand incl. 15% “system loss”
• FY2022-23 data
complete through June 30, 2023
• Safe Yield
Value changed from 2,150AF to 1,950AF
Last Phase 1
Emergency,
06/2020
2 Agenda Item #9.15.
City of St. Helena Water Update
• Fiscal Year
water production
• FY2022-23 data
complete through June 30, 2023
• Safe Yield
Value changed from 2,150AF to 1,950AF
Last Phase 1
Emergency,
06/2020
3 Agenda Item #9.15.
City of St. Helena Water Update
• Combined
Water SourceProduction sinceFY 2011-12
• FY2022-23 data
complete through June 30, 2023
Last Phase 1
Emergency,
06/2020
4 Agenda Item #9.15.
City of St. Helena Water Update
Last Phase 1
Emergency,
06/2020
• Bell Canyon
Capacity inMay, Novemberand Decembersince 2006
• FY2022-23 data
complete through June 30, 2023
5 Agenda Item #9.15.
City of St. Helena Water Update
• Bell
CanyonReservoir Monthly storage
• Projected
sufficient supply (1,895AF) beyond June 2024
6 Bell Canyon Water Storage ForecastAssumes: (1) Highest usage during non-drought year (FY2019/20)(2) 10" of Rainfall (Lowest Recorded) Agenda Item #9.15.
City of St. Helena Water Update
(updated from 2/14/23 presentation)
• Prior to 2007 no City of Napa water was available
• Post 2011, the City has an annual allocation of 600 acre-feet from the City of Napa with the option to purchase an additional 200 acre-feet per year. • The 2011 Safe Yield Report assumes limiting the Stonebridge Wells long term average of 450 acre-feet per year. Well usage has been averaging approximately 373 acrefeet/year for the last 5 fiscal years. • Despite significant staff turnover during the last several years, Water Operations staff continues to equitably balance the supplies.
• Bell Canyon has a projected available capacity of 1,895 acre-feet in June 2024, well above the 1,431 acre-foot level when the Phase I Water Emergency was declared inJune 2020. • It is important to note that the City relies on total water volume availability from all water sources and not just water levels at Bell Canyon to meet system demand. 7 Agenda Item #9.15.
City of St. Helena Water Update
Director of Public Works Recommendations:
• Adopt Resolution to terminate the Phase I Water Emergency retroactively effective July 1, 2023 to reduce billing complexity.
• Continue to conserve Bell Canyon Reservoir water by minimizing water treatment operations at Louis Stralla and utilizing Stonebridge Wells and City of Napa water allocation, adhere to recommendations adopted in the 2011 SafeYield Report and continue to provide monthly updates to City Council. • Alert City Council of any changes to the City’s water supply and/or drought restrictions that may be set by the State that would impact the City of St.Helena water customers. 8 Agenda Item #9.15.
CITY OF ST. HELENA
RESOLUTION NO. 2023-
Resolution of the City Council of the City of St. Helena to terminate the Phase I Water Emergency
retroactively effective July 1, 2023
WHEREAS, Resolution No. 2020-72 established a Phase I Water Emergency and Resolution 2020-107 established a Phase II Water Emergency; and WHEREAS, based upon criteria established by the City of St. Helena Safe Water Yield Committee and Municipal Code, the Public Works Director ended the Phase II Water Emergency in November 2021, effective December 2021; and WHEREAS, Resolution No. 2023-16 formally terminated the Phase II Water Emergency and directed staff to provide a presentation and recommendation related to the disposition of the Phase I Water Emergency at a Council meeting in July 2023 with the intent to either continue or terminate said conservation requirements; and WHEREAS, staff performed the required analysis to determine the disposition of water supply in Bell Canyon Reservoir at the end of the fiscal year, specifically it was at
98.9% capacity on July 1, 2023; and
WHEREAS, the projected demand on the system versus the anticipated rainfall over the next year reflects an available supply in Bell Canyon of approximately 1,895 acre-feet, significantly above the 1,481 acre-feet standard for declaration of a Phase I Water Emergency.
NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST. HELENA AS FOLLOWS:
SECTION 1. The above recitals are true and correct and are incorporated herein by this reference.
SECTION 2. The City Council terminates the Phase I Water Emergency retroactively effective July 1, 2023.
Agenda Item #9.15.
Approved at a Regular Meeting of the St. Helena City Council on July 25, 2023, by the following vote:
Mayor Paul Dohring: _____
Vice Mayor Eric Hall: _____
Council Member Anna Chouteau: _____
Council Member Lester Hardy: _____
Council Member Billy Summers: _____
APPROVED: ATTEST:
______________________ ________________________
Paul Jamison Dohring, Mayor Cindy Tzafopoulos, City Clerk Agenda Item #9.15.
Agenda Report to the City Council
Agenda Section: OLD BUSINESS
Department: Administration
DATE: July 25, 2023
FROM: April Mitts, Assistant City Manager
SUBJECT: Discussion and Direction Regarding 2024 Ballot Measure and Consideration and Proposed Approval of a Resolution Approving two Professional Services Agreements: (1)
Fairbank, Maslin, Maullin, Metz & Associates (FM3) for
Opinion Research Services for an amount not-to-exceed
$32,250.00 and (2) TeamCivX for Electoral Feasibility of a Revenue Measure or Measures for the Ballot for an amount not-to-exceed $25,000.00.
RECOMMENDED
ACTION:
Discussion and Direction Regarding 2024 Ballot Measure
and approval of attached Resolution.
PREVIOUS COUNCIL
ACTION:
February 28, 2023 - Baker Tilly report with financial
projections and revenue options.
May 23, 2023 - Follow-up report by staff regarding
revenue options with Council direction to pursue the Real Property Transfer Tax.
STATEMENT OF THE
PURPOSE:
Approve Professional Services Agreements for Opinion
Research and Electoral Feasibility and provide direction regarding 2024 Ballot Measure(s)
FINANCIAL IMPACT: Approving two Professional Services Agreements: (1) Fairbank, Maslin, Maullin, Metz & Associates (FM3) for
Opinion Research Services for an amount not-to-exceed
$32,250.00 and (2) TeamCivX for Electoral Feasibility of a Revenue Measure or Measures for the Ballot for an amount not-to-exceed $25,000.00. Funding for these services is included in the FY 2024 adopted budget.
BACKGROUND:
On February 28, 2023, the City Council received a presentation from BakerTilly which provided financial projections and warned about the need to increase revenues and/or further adjust service levels. The presentation provided several ways of dealing with the financial situation including reducing expenditures, engaging more aggressively in shared services, and increasing various types of fees and taxes. The key conclusion was that if community expectations are to be met, simply addressing the fiscal gap by only reducing expenditures will not work in the long run and new revenue stream(s) would need to be considered.
Agenda Item #11.1.
The financial outlook shows short-term stability; however, there are significant long-term challenges to address including unfunded needs consistent with Council Goals and community expectations that include repair of major streets and sidewalk improvements, infrastructure and environmental sustainability, quality of life, and overall staffing.
As a follow-up to the February 28, 2023 Council meeting, on May 23, 2023, staff brought forth a report to Council that further discussed each of the revenue options for City Council discussion and direction.
DISCUSSION:
At the May 23, 2023 meeting, City Council provided feedback to staff asking to further pursue the Real Property Transfer Tax. Following the May 23, 2023 meeting, staff had reached out to four firms who provide electoral feasibility planning and received three proposals and an additional six firms who provide opinion research services and received five proposals.
Based on the qualifications, pricing, and familiarity with the City of St. Helena and the County of Napa, staff selected and recommends the approval Professional Services Agreements (PSA) with FM3 to provide opinion research services and TeamCivX to provide electoral feasibility planning.
Fairbank, Maslin, Maullin, Metz & Associates (FM3 Research or FM3) is a Californiabased company with 23 full-time employees and has been conducting policy-oriented opinion research since 1981 on issues of major economic and social concern, such as budgetary issues and taxation; constituent satisfaction with public services and support for policy proposals; transportation; education; healthcare; growth and property development; environmental protection; natural resource conservation and development; energy development; communications technology; and organizational branding. FM3 is recognized as leader in conducting survey research that helps California cities objectively evaluate the viability of passing local ballot measures to secure additional revenue. FM3 has worked successfully in over 140 California cities to develop strategies to pass revenue measures, with a success rate of over 95 percent since its 1981 inception – with over 600 local finance measures approved for California agencies in every region of the state—more than any other research organization.
FM3’s work contributed to the passage of two revenue measures in the City of St.
Helena, Measure H (2022) and Measure D (2016).
While TeamCivX is a new entity, their firm's partners have a long history in Napa County, in addition to the work they conducted with the City in 2022 (Measure H GO Bond).
TeamCivX partners Jared Boigon and Barry Barnes have worked with St. Helena Unified School District, Napa County Transportation Authority, and Napa Valley College on successful ballot measures, among other local projects, dating back to 2002. Overall TeamCivX partners have helped California cities navigate the electoral process for more than 100 successful ballot measures and have specific recent experience helping prepare Agenda Item #11.1.
and pass successful Real Property Transfer Taxes. Additionally, they have helped municipalities in similar high-tourism areas like Santa Cruz, Santa Monica, Monterey, Ventura/Santa Barbara, and the Lake Tahoe area compare various possible revenue options, and prepare successful ballot measures.
As stated earlier, based on the qualifications, pricing, and familiarity with the City of St.
Helena and the County of Napa, staff selected and recommends utilizing both FM3 and TeamCivX to provide these critical services.
In addition to approval of the two PSA's, staff is seeking Council direction on a variety of items related to the formation of the opinion research questions, which are outlined below.
Target Revenue Amount
Over the past few months analysis conducted by both staff and Baker Tilly, as well as feedback from Council, the annual estimated budget shortfall is between $6.9 and $10 million to meet the expectations of the community. As noted in the Baker Tilly Long Range Financial Plan (LRFP) there are numerous combinations to potentially reach the revenue goal, which include additional taxes, sale of surplus property (non-reoccurring revenue), addition/expansion of hotels. Staff recommends a target revenue measure of $6 million and will consult with both FM3 and TeamCivX for feasibility of this target amount.
Revenue Options and Election Cycles
On May 23, 2023, City Council unanimously endorsed moving forward with obtaining opinion research on a Real Estate Transfer Tax, which require the City to transition from a General Law City to a Charter City, a decision that also requires voter approval.
There are limitations on when certain revenue measures can be placed on a ballot for consideration. For instance the Charter City and the Real Property Transfer Tax election would have to be held at the state-wide general election in November, while a Sales Tax and Gross Receipts tax election can be held in either the primary election (March) or the general election (November) ballot but can not be on a special election unless a fiscal emergency exists that necessitates putting the measure on at a special election.
Knowing the limitations for tax initiatives and knowing the financial needs of the City, staff recommends two separate measures and conducting opinion research for separate ballot initiatives as follows:
Election
Cycle Type of Ballot Measure Estimated Revenue
Timing of
Opinion
Research*
March 2024
General Obligation Bond -
enable the City to fast-track
projects such as street/road
improvements, downtown
sidewalk project, and/or provide
TBD August/September
2023
Agenda Item #11.1.
repair to or new bridges/access
ways
November
2024
Charter City and Real Property
Transfer Tax
Approx. $5m
annually
based on 3%
April/May 2024
*In consultation with FM3 and TeamCivX, it is noted that it is not logistically possible to test more than two ballot questions without resulting in a high margin of error and it is suggested to test the March and November ballot measures independently. Based on this information, staff recommends opinion research be conducted at different intervals as noted in the table above. Contract amendments and/or separate contracts for the November 2024 ballot will be required if Council agrees with the staff recommendation.
Permanent or Sunset Date for Real Property Transfer Tax Revenue measures brought to the ballot can either have a sunset date (limited term tax) or permanent. Because the revenue need is so great with over half the estimated need being re-occurring expenses, staff recommends that no sunset date be included in any revenue measure brought to the voters. However, Council may wish to include in the opinion research to survey the response rate for a temporary tax vs. a permanent tax.
City Council Ad Hoc Committee
There are several components and phases to placing a measure on the ballot including, but not limited to: setting opinion research questions, developing ballot language, and with the Real Property Transfer Tax and corresponding Charter City requirement, development of a draft charter for City Council consideration. Because of the additional work involved, staff recommends the City Council designate a revenue enhancement Ad Hoc committee. This Ad Hoc committee may invite members of the public to provide input and the Ad Hoc committee would be in place for both the March 2024 and November 2024 ballot initiative process.
City Council Recommended Action
Staff recommends City Council approve two Professional Services Agreements: (1) Fairbank, Maslin, Maullin, Metz & Associates (FM3) for Opinion Research Services for an amount not-to-exceed $32,250.00 and (2) TeamCivX for Electoral Feasibility of a Revenue Measure or Measures for the Ballot for an amount not-to-exceed $25,000.00.
City Council Discussion and Direction to Staff
From initial discussions with both FM3 and TeamCivX staff is seeking City Council direction on the following as it relates to opinion research:
1. Determine the target revenue amount - Staff recommends $6 million.
2. Direction to staff on pursuing a General Obligation Bond for March 2024 and the Charter City/Real Property Transfer Tax for November 2024 election cycles.
3. Determine if the revenue options to consider are temporary or permanent, if temporary what time frame: e.g. 9-years, 15-years, etc.
Agenda Item #11.1.
4. Establish a City Council Revenue Enhancement Ad Hoc committee to work with staff and consultants in development of ballot related items.
DOCUMENTS ATTACHMENTS:
Attachment 1 - Resolution
Attachment 2 - Team CivX PSA
Attachment 3 - FM3 PSA
Agenda Item #11.1.
CITY OF ST. HELENA
RESOLUTION NO. 2023-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF ST. HELENA APPROVING TWO PROFESSIONAL
SERVICES AGREEMENTS: (1) FAIRBANK, MASLIN,
MAULLIN, METZ & ASSOCIATES (FM3) FOR OPINION
RESEARCH SERVICES FOR AN AMOUNT NOT-TOEXCEED $32,250 AND (2) TEAMCIVX FOR
ELECTROICAL FEASIBILITY OF A REVENUE MEASURE
OR MEASURES FOR THE BALLOT FOR AN AMOUNT
NOT-TO-EXCEED $25,000.
RECITALS
WHEREAS, on February 28, 2023, the City Council received a presentation from BakerTilly which provided financial projections and warned about the need to increase revenues and/or further adjust service levels.
WHEREAS, the presentation provided several ways of dealing with the financial situation including reducing expenditures, engaging more aggressively in shared services, and increasing various types of fees and taxes. The key conclusion was that if community expectations are to be met, simply addressing the fiscal gap by only reducing expenditures will not work in the long run and new revenue stream(s) would need to be considered.
WHEREAS, while the financial outlook shows short-term stability; there are significant long-term challenges to address including unfunded needs consistent with Council Goals and community expectations that include repair of major streets and sidewalk improvements, infrastructure and environmental sustainability, quality of life, and overall staffing.
WHEREAS, as a follow-up to the February 28, 2023 Council meeting, on May 23, 2023, staff brought forth a report to Council that further discussed each of the revenue options for City Council discussion and direction.
WHEREAS, at the May 23, 2023 meeting, City Council provided feedback to staff asking to further pursue the Real Property Transfer Tax. Following the May 23, 2023 meeting, staff had reached out to four firms who provide electoral feasibility planning and received three proposals and an additional six firms who provide opinion research services and received five proposals.
Agenda Item #11.1.
WHEREAS, based on the qualifications, pricing, and familiarity with the City of St.
Helena and the County of Napa, staff selected and recommends the approval Professional Services Agreements (PSA) with FM3 to provide opinion research services and TeamCivX to provide electoral feasibility planning.
RESOLUTION
The City Council of the City of St. Helena hereby resolves:
1. Authorizes a Professional Services Agreement with Fairbank, Maslin, Maullin, Metz & Associates (FM3) for Opinion Research Services for an amount not-to-exceed $32,250.00 and authorizes the City Manager to execute the agreement.
2. Authorizes a Professional Services Agreement with TeamCivX for Electoral Feasibility of a Revenue Measure or Measures for the Ballot for an amount not-toexceed $25,000.00 and authorizes the City Manager to execute the agreement.
Approved at a Regular Meeting of the St. Helena City Council on July 25, 2023, by the following vote:
Mayor Paul Dohring: ____
Vice Mayor Eric Hall: ____
Council Member Anna Chouteau: ____
Council Member Lester Hardy: ____
Council Member Billy Summers: ____
APPROVED: ATTEST:
______________________ ______________________
Paul Jamison Dohring, Mayor Cindy Tzafopoulos, City Clerk Agenda Item #11.1.
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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on July 25, 2023 by and between the City of St. Helena, located in the County of Napa, State of California (City), and TeamCivX (Consultant).
RECITALS:
A. City desires to employ Consultant to furnish professional services in connection with the project described as Electoral Feasibility of a Revenue Measure or Measures for the Ballot.
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 $25,000.00 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, the cumulative Agreement amount, Agenda Item #11.1.
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and the amount remaining on the Agreement. City shall independently review each 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 #11.1.
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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: $1,000,000 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 #11.1.
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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 #11.1.
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(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 #11.1.
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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 #11.1.
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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 #11.1.
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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 – COMPLIANCE WITH CALIFORNIA LABOR CODE
REQUIREMENTS
A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and Agenda Item #11.1.
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harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.
B. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.
C. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
SECTION 17 – 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, 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 Agenda Item #11.1.
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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 18 – 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 19 – 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 20 – NOTICES
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, sent by facsimile, email, or first-class mail, addressed as follows:
To City: City Manager
1088 College Avenue
St. Helena, California 94574
To Consultant: Team CivX
Jared Boigon, Partner
415-915-4212
[email protected]
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile, email, or, if mailed, three (3) days after deposit in the custody of the U.S. Postal Service.
Agenda Item #11.1.
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SECTION 21 – 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 22 – 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 23 – 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 24 – 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.
SECTION 25 – 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 26 – DEFAULT
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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 27 – 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 28 – 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 29 – 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 30 – 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.
SECTION 31 – 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.
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SECTION 32 – 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
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June 20, 2023
TO: April Mi3s, Assistant City Manager, City of St. Helena FROM: Jared Boigon, Partner, TeamCivX
RE: Professional services in connecIon with the project described as Electoral Feasibility of a Revenue Measure or Measures for the Ballot Dear AprilIt was a pleasure speaking to you again recently. We appreciate you returning consider our services again to help the City coordinate ciIzen engagement & educaIon, as well as voter opinion research, regarding potenIal ballot measures to generate revenue.
I personally enjoyed working with you and your highly engaged Councilmembers in 2022, specifically Mayor Paul Dohring, Vice-Mayor Eric Hall and Councilmember Lester Hardy, in the lead up to the vital and successful water bond. We were pleased to see that it passed overwhelmingly and proud to have contributed to its success.
While TeamCivX is a new enIty, our firm’s partners have a long history in Napa County, in addiIon to our work with the City of St. Helena in 2022. TeamCivX partners Jared Boigon and Barry Barnes have worked with St. Helena USD, Napa County TransportaIon Authority and Napa Valley College on successful ballot measures, among other local projects, daIng back to 2002.
We are currently working with the City of Napa to consider potenIal revenue measures.
Overall, TeamCivX partners have helped California ciIes navigate the electoral process for more than 100 successful ballot measures. We have specific recent experience helping prepare and pass successful Real Property Transfer Taxes.
We’ve helped municipaliIes in similar high-tourism areas like Santa Cruz, Santa Monica, Monterey, Ventura/Santa Barbara and the Lake Tahoe area compare various possible revenuegeneraIng opIons, and prepare successful ballot measures.
The next pages summarize our typical scope of services and fees/costs to CiIes considering ballot measures. Please let me know if you have any quesIons.
Exhibit A Agenda Item #11.1.
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2023 PHASE ONE PROPOSAL
TeamCivX specializes in helping ciIes and other public agencies prepare important local funding measures, and conduct informaIonal educaIon efforts to engage members of the public about your funding needs and the proposed ballot measure.
We understand the City of St. Helena is seeking an iniIal “Phase One” proposal, not-to-exceed $25,000. For that cost, we propose to help the City through the end of 2023 achieve the following milestones:
• IdenIfy and engage a ciIzen advisory commi3ee to discuss revenue needs and ballot measure opIons;
• Work with city staff, the ciIzen advisory commi3ee and your idenIfied pollster to create a quesIonnaire for scienIfic voter opinion research;
• Help analyze survey results and idenIfy key recommendaIons and next steps, including target elecIon date (March or Nov 2024), ideal revenue-generaIng opIon (Real Property Transfer Tax, sales tax, or other mechanism), recommended tax rates and key themes for conInued public engagement and outreach; and • Help present survey results and next steps for “Phase Two” to the ciIzen advisory commi3ee and City Council as directed.
These milestones will result in a clear roadmap for “Phase Two” so the City can prepare a ballot measure in 2024 with a clear chance of success.
SCOPE OF SPECIFIC SERVICES
Generally, our scope of services to CiIes such as St. Helena include the following, some of which would be achieved during Phase One, and some of which are likely to be achieved in subsequent Phase Two:
I. Feasibility Assessment. Consultant shall perform the following Services as needed and requested by Client to assess the electoral feasibility of a ballot measure for Client:
1. Develop potenIal strategies to meet Client’s funding needs to be tested in polling;
2. Collaborate with Client’s pollster to design, conduct and analyze an opinion survey of voters in the relevant district to assess feasibility of Client’s ballot measure;
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3. Conduct demographic analysis of voters in the relevant district and how they break into key sub-groups by age, ethnicity, poliIcal party, length of residency, parents and other key criteria;
4. Analyze past elecIon results in the relevant district and region to understand voter turnout trends and other relevant voIng pa3erns;
5. Research other local tax proposals that may be heading to an upcoming ballot that could compete with Client’s ballot measure; and
6. Make specific recommendaIons regarding the opImal elecIon date, tax rate, tax structure, and other important ballot measure features.
II. Ballot Measure Development. Consultant shall perform the following Services as needed and requested by Client to assist Client in preparing Client’s measure for the ballot:
1. Recommend a final tax rate, duraIon and tax structure;
2. Recommend the final list of projects, programs and/or services to be funded by Client’s ballot measure;
3. Work with legal counsel to develop the 75-word ballot quesIon;
4. Work with legal counsel to develop and refine the full text of Client’s ballot measure, and other materials that will appear in the ballot pamphlet mailed to all voters;
5. Present recommendaIons, documents and resoluIons to City Council for approval; and
6. Make recommendaIons and provide strategic advice regarding Iming and planning for any other potenIal ballot measures considered by Client.
III. Public InformaIon. Consultant shall perform the following Services as needed and requested by Client to raise awareness of Client’s funding needs and potenIal ballot measure:
1. Develop informaIonal messaging and fact sheets to be distributed at community meeIngs and events;
2. Provide talking points, frequently asked quesIons and a message training; Agenda Item #11.1.
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3. Provide content related to Client’s funding needs and ballot measure to be added to Client’s website, used in social media, included in email updates and added to newsle3ers;
4. Prepare PowerPoint presentaIon for public and community meeIngs;
5. Write, design, and produce mailings and adverIsing to inform local residents (priced separately, not included in fees);
6. Develop strategies and plans to inform internal stakeholder groups, including the City Council, commissions, staff, employee groups and others; and
7. Develop strategies and plans to inform external groups including elected leaders, business leaders, ethnic community leaders, faith community leaders, taxpayer groups and others.
ADDITIONAL POTENTIAL COSTS
Travel and other out-of-pocket expenses are reimbursable; not included in fees.
Fees do not include the cost of potenIal informaIonal adverIsing requested by the City, which may include direct mail, digital/social media or other forms as directed by City and approved by legal counsel. Budgets for any such informaIonal adverIsing will be mutually agreed-upon by Client and TeamCivX.
UlImate approval for the content and cost of any such informaIonal adverIsing would remain with the City.
Agenda Item #11.1.
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on July 25, 2023 by and between the City of St. Helena, located in the County of Napa, State of California (City), and Fairbank, Maslin, Maullin, Metz & Associates(FM3 Research) (Consultant).
RECITALSZ
A. City desires to employ Consultant to furnish professional services in connection with the project described as Opinion Research Services.
B. Consultant has represented that Consultant has the necessary expertise, experience, and quali?cations 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 servicesset 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 identi?ed 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 consultantthe amount speci?ed in Exhibit A, “Compensation”attached hereto and made a part hereof. Total compensation shall not exceed $32,250.00 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, the cumulative Agreement amount, Page I of 13
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and the amount remaining on the Agreement. City shall independently review each 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 retum 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 performedto date and that it is probablethat the Agreement will not be completed satisfactorily withinthe contract price, City may retain all or a portion of the invoicedcharges 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 quali?cations, 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, competentlyand 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 certi?cations; that Consultant is duly quali?ed to conduct business in the State; that Consultant has duly authorized the execution, delivery and perfonnance 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 limitedto, the sections pertaining to indemni?cation and insurance.
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SECTION 7 — INSURANCE RE UIRED
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 connectionwith 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:
l. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
2. Insurance Services Office form numberCA 0001 (Ed. l/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. MinimumLimits oflnsurance. Consultant shall maintain limits no less than:
I. 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 accidentfor bodily injury and property damage.
3. Employer’s Liability: $1,000,000 per accident for bodily injury or disease.
C. Professional Liability Insurance. When Consultant underthis 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 speci?ed minimum limits of insurance and coverageshall 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.
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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 InsuranceProvisions.The commercialgeneral liabilityand automobile liability policies are to contain, or be endorsedto contain, the following provisions:
l. 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 ofthis 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 certi?ed 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 ofthe 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 Accegtability oflnsurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no lessthan A: VII, unless otherwise acceptable to the City.
J. Verification ofCoverage. 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 speci?cations at any time.
SECTION 8 — INDEMNIFICATION
A. To the fullest extent allowed by law (including without limitation CaliforniaCivil 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)
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(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 ofthem, arising out of, pertaining to, or relating to such negligent or otherwise wrongful act or omission, and to pay and satisfy any resultingjudgments.
B. When Consultant under this Agreement is duly licensed under California Business and ProfessionsCode as an architect, landscapearchitect,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 lndemnitees by reason of any of the matters against which Consultant has agreed to indemnify lndemnitees as provided above, Consultant, upon notice from City, shall defend lndemnitees at Consultant’s expense by counsel acceptableto City, such acceptance not to be unreasonably withheld. lndemnitees need not have first paid for any of the matters to which lndemnitees 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 ofthis 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 ofthe activities or Services underthis 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 lndemnitees, 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
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elected or appointed boards, of?cers, of?cials, employees or agents of City, shall have control over the conduct of Consultant or any of Consultant’s of?cers, 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 of?cials, of?cers, employees or agents of City.
C. Neither Consultant, nor any of Consultant’s of?cers, employees or agents, shall obtain any rights to retirement, health care or any other bene?ts which may otherwiseaccrue 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 of?cer 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 subcontractorwithout the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts with the interests ofCity in the performance ofthis 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 con?ict of interestfor 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 ?nancial 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 ?les, ?les 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
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completion,Consultant shall deliver to City all such original maps, models, designs, drawings, photographs,studies,surveys, reports, data, notes, computer ?les, ?les and other documents.
8. 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, includingwithout limitationany 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 con?dential, 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 perfonned thereunder. City retainsthe 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.
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SECTION 13 — SUSPENSION OF WORK
City may, at any time, by ten (10) days written notice suspend further perfonnance by Consultant. All suspensions shall extend the time schedule for performance in a mutually satisfactory manner and Consultant shall be paid for Services perfonned and reimbursable expenses incurred prior to the suspension date.
SECTION 14 — COMPLIANCE WITH LAW
Consultantshall keepitselfinformedof and complywithall applicablefederal, 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, of?cers, of?cials, employees or agents of City, shall be liable, at law or in equity, as a result ofany failure of Consultant to comply with this section.
SECTION 15 — COMPLIANCE WITH CIVIL RIGHTS
During the perfomiance of this contract, Consultant agrees as follows:
A. Egual Employment Opportunity. In connectionwith 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 speci?cally 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. NondiscriminationCivil Rights Act of 1964. 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 noti?ed by Consultant of Consultant’s obligations under this Agreement and the regulations relative to nondiscrimination.
SECTION 16 — COMPLIANCE WITH CALIFORNIA LABOR CODE
REQUIREMENTS
A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works" and "maintenance" projects (“Prevailing Wage Laws"). If the services are being performed as part of an applicable “public works" or “maintenance” project, as de?ned by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its of?cials, of?cers, employees and agents free and
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harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certi?ed payroll records(Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certi?ed payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in LaborCode Section 1771.4.
B. 1f the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption speci?ed in Labor Code Sections 1725.5 and 1771.1.
C. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnifyand hold the City, its of?cials, of?cers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of lndustrial Relations against Consultant or any subcontractor.
SECTION 17 — 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 ?nal 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, 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
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after City makes the ?nal 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. — L Y
A. Consultant agrees that any liability of City arising in connection with this Agreement shall be limited exclusively to the City-entity identi?ed 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-entitesfrom 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 pro?ts or revenue, arising out of or in connection with this Agreement or the Services performed hereunder.
SECTION 19 — 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 underthis Agreement.
SECTION 20 - NOTICES
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, sent by facsimile, email, or first-class mail, addressed as follows:
To City: City Manager
1088 College Avenue
St. Helena, California 94574
To Consultant: FM3 Research
Dave Metz
[email protected]
1999 Harrison St., Suite 2020
Oakland, CA 94612
510-451-9521
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile, email, or, if mailed, three (3) days after deposit in the custody of the U.S. Postal Service.
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SECTION 21 — 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. lf 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 ?nal invoice for work performed and expenses incurredby Consultant, prepared as set forth in this Agreement.
SECTION 22 — 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 reliefto 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 23 — 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 24 — 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 ofthe City.
SECTION 25 — 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.
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SECTION 26 — 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 temtinate this Agreement immediately by written notice to Consultant.
SECTION 27 — 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 28 — 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 US. District Court, venue shall lie exclusively in the Northern District of California, in San Francisco.
SECTION 29 — 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). ?IE
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.
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 connectionwith this Agreement shall commence to run on the date of City’s issuanceof the ?nal Certi?cate for Payment, or termination of this Agreement, whichever is earlier, except for latent defects and/or de?ciencies, for which the applicable statute of limitationshall begin to run upon discovery of the defect and/or deficiency and its cause.
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Agenda Item #11.1.
SECTION 32 — 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: \©"“’l By:
Name: i/11 WI Name: Anil Comelo
Title: 0 R 6’) no5.4./1’ Title: City Manager
Approved as to Form:
By:
Name: Ethan Walsh
Title: City Attorney
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Agenda Item #11.1.
Exhibit A
0PlNl0N
‘ - RESEARCH
RESEARCH &STRATEGY
To Dr. April Mitts
City of St. Helena
FROM Dave Metz and Lucia Del Puppo
FM3 Research
RE: Ballot Measure Assessment Research
DATE June 22, 2023
Fairbank, Maslin, Maullin, Metz & Associates (FM3) is pleased to submit this brief proposal providing a proposed methodology and costs to assess the viability of a potential finance measure in St. Helena. This research would help inform the 75—wordballot language, determine voter preference for specific funding mechanisms and amounts, and identify the community‘s spending priorities and key communication themes. As part of this research. FM3 will build on its prior work for the City and be able to track key questions and attitudes over time.
The table below provides our proposed research approach and associated costs.
Research Dual-mode voter survey, with interviews conducted online and via telephone (landline and Methodology wireless) and respondents contacted by phone call, email and text message.
Research 300-400 St. Helena voters likelyto cast a ballot in November 2024 Population &
sample In prior years, FM3 has proposed 150-250 sample size for St. Helena but we have been able to reach larger sample sizes using the dual—mode approach. For example, in 2021 we completed 384 interviews among likely November 2022 voters, drawing froma smaller universe than is likely to cast ballots November 2024. Therefore, we propose a 300-400 sample for this research. /Ithe final sample size is smaller than the planned 300-400, FM3 will prorate costs accordingly.
Margin of 5.7% for a sample of 300 interviews
Sampling Error* 14.9% for a sample of 400 interviews
*Atthe 95% confidence level (i.e., in 95 out of 100 cases) Questionnaire 15-20 minutes in length
Deliverables Following the completion of the survey, we will provide:
0 A questionnaire with the topline results ofthe survey for easy reference 12100 Wilshire Boulevard, Suite 350 I Los Angeles, CA 90025 1999 Harrison St., Suite 2020 I Oakland, CA 94612 Phone: (310) 828-1183 I Fax: (310) 453-5562 Phone: (510)451-9521 I Fax: (510) 451-0384 Agenda Item #11.1.
FM3
RESEARCH
- A complete set of crosstabs in an easy-to-read, comprehensive format I Verbatim responses to any open-ended questions
0 A complete analysis of survey results in PowerPoint
0 A presentation of the survey results
FM3 will also be available for ongoing consultation and any further analysis of the research.
Cost Figure 1 contains the total estimated costs for this research. These prices are comprehensive and include all costs for questionnaire design; sample acquisition and preparation; programming; email and text invitations; survey hosting; telephone inten/iewing; data entry and analysis; and reporting. Bilingual interviewing in Spanish is available for an additional $3,000.
Figure 1: Survey Costs
Number of Interviews
Survey Length
300 400
15 minutes $23,000 $26,000
20 minutes $25,750 $29,250
We would welcome the opportunity to work with you on this research, and if you have any questions or if there is any further information we can provide, please do not hesitate to contact us.
Dave Metz Lucia Del Puppo
Fairbank, Maslin, Maullin, Metz &Associates (FM3) Fairbank, Maslin, Maullin, Metz &Associates (FM3) 1999 Harrison Street, Suite 2020 1999 Harrison Street, Suite 2020 Oakland, CA 94612 Oakland, CA 94612
(510)451-9521 (Office) (510) 451-9521 (Office)
[email protected] [email protected]
Agenda Item #11.1.
1 Cindy Tzafopoulos
From: Thomas W. Allen <[email protected]>
Sent: Tuesday, July 25, 2023 11:53 AM
To: cityclerk
Subject: [External] Citizen Comment on Revenue Item 11.1 Please distribute to the below addressees:
Dear City Manager and City Council –
I have read with dismay the agenda item related to two professional services contracts to be approved in tonight’s meeting.
In my opinion the scopes of these two studies are squarely and narrowly aimed at raising revenue through taxation.
While taxation may be a logical and reasonable element of a comprehensive solution to the City’s looming and existential revenue shortfall problem, the most important element to be addressed by the City is TOT – that is, an aggressive and proactive effort to attract meaningful hotels into town to revitalize the spirit and life of our community and to provide the needed TOT.
Our community deserves to see a comprehensive plan from the City and the City Council that fully addresses our need for revenue over the next 5-10 years before seeking short term revenue enhancements through taxation. I am opposed to seeking immediate and inadequate relief through taxation in place of addressing our existential issue of needed revenue head-on with political courage.
Thomas W. Allen
1703 Madrona Avenue
St. Helena, CA 94574
Mobile 415-990-0240
[email protected]
Agenda Item #11.1.
1 Cindy Tzafopoulos
From: Oliver Caldwell <[email protected]>
Sent: Tuesday, July 25, 2023 12:39 PM
To: cityclerk
Subject: [External] Please distribute to Council before the hearing Tue July 25, 2023 To the Mayor and City Council Members of St. Helena, CA Re: City of St Helena City Council Agenda
Tue July 25, 2023
Revenue Item 11.1
Greetings,
There is no doubt that the City has long term unfunded challenges with repairs of major streets and sidewalk improvements, infrastructure and environmental sustainability, quality of life, and overall staffing. As stated by the Staff report to the Council, the annual estimated budget shortfall is between $6.9 and $10 million . . . which is up to about $5,000 per household per year. Subsequent years will require more as inflation continues. Anticipating how the philosophy and politics of equitable contribution runs in California, there could be some affluent homeowners paying $9,500 to help subsidize other homeowners of lessor means paying $500.
The Baker Tilly Long Range Financial Plan (LRFP), which is serving as the guideline going forward, states numerous combinations to potentially reach the revenue goal, which include additional taxes, sale of surplus property (non-reoccurring revenue), addition/expansion of hotels. However, the sale of surplus property and Hotels are merely a footnote in this report. The report is not comprehensive as it does not identify all potential hotel sites with respective potential TOT estimates. It also does not estimate the potential from surplus properties which have been identified by previous ad hoc groups. These two missing revenue sources have been shown to be significant and could far exceed all the possible and politically achievable acceptances of new taxes. The revenue side of the BakerTilly report is mostly about taxes which will come out of the citizens's pockets instead of new revenue coming from hotels guests.
I personally do not want to pay any more taxes until there has been established a comprehensive long term plan to generate needed revenue for the town. A plan that prioritizes seeking new revenues sources from Napa Valley visitors instead of continuously emptying our pockets. A plan that shows the detailed options of all the possible revenue sources so that the citizens have a choice.
Thank you for your services to the Community.
Yours,
Oliver Caldwell
St. Helena
Agenda Item #11.1.