St. Helena City Council
August 8, 2023

AMENDED
City of St. Helena
Regular City Council Meeting
Tuesday, August 8, 2023 @ 6:00 PM
Vintage Hall Board Room - Second Floor
465 Main Street, St. Helena

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

The City Council meeting will be live-streamed on Comcast Channel 28 and on the City’s website.

Public comment for City Council meetings will be accepted via email to [email protected]. All public comments must be received three hours prior to the meeting. All other public comments received after the deadline will be attached to the item the next business day or soon thereafter. Public comments will not be read out loud but will be publicly available and attached to the on-line City Council agenda.

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

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

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

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

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

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

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

Page

1. CALL TO ORDER

2. ROLL CALL
Mayor: Paul Dohring, Vice Mayor Eric Hall:, City Council Members: Anna Chouteau, Lester Hardy, Billy Summers

3. PLEDGE OF ALLEGIANCE

4. ADOPTION OF THE AGENDA

5. PUBLIC FORUM:

Members of the public are entitled to speak on matters of municipal concern not on the agenda during Public Forum. Each person’s comments shall be limited to 4 minutes. Each person is entitled to speak on any non-agendized item only once at any meeting. Brief questions by Council Members for clarifications may

be posed and answered, and Council Members may make requests that items be placed on future agendas, but in accordance with state law, no substantive discussion or action may take place unless and until the matter properly appears on the agenda.

Estimated start time: 6:10 p.m

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

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

Estimated start time: 6:20 p.m

6.1. CC 080823_Item 6_Main St SD Update 9 - 16

7. PRESENTATIONS AND PUBLIC RECOGNITIONS
Estimated start time: 6:25 p.m

7.1. MCE Clean Energy St. Helena City Council Presentation by Dave Garti, Community Development Manager
Presentation
17 - 32

8. STAFF BRIEFING
None

9. CONSENT ITEMS
Members of the Council or the public (present at the meeting) may ask that any items be considered individually for purposes of considering alternative action, for extended discussion, or for public comment. Unless that is done, one motion may be used to adopt all recommended actions. (Roll Call Vote) Estimated start time: 6:40 p.m

9.1. Consideration and proposed approval of Regular Meeting Minutes of July 25, 2023
07-25-2023 Regular City Council - Minutes
33 - 42

9.2. Consideration and proposed approval of a resolution authorizing the release of unclaimed checks per Section 50053 of the Government Code of the State of California allowing for unclaimed checks held over three years to become the property of the local agency after notice if not claimed and if no verified complaint is filed and served.

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

Adopt a Resolution Authorizing the release of unclaimed checks pursuant to California Government Code Section 50050, 50053 and 50055 to the City of St. Helena.
43 - 48

Staff Report - Pdf

9.3. Consideration and adoption of a Resolution: (1) Awarding the R23-79 Pavement Restoration Project to Team Ghilotti in the amount of $1,687,141.00; (2) Authorizing the City Manager to execute the Construction Contract with Team Ghilotti; (3) Authorizing the Director of Public Works to approve Change Orders not to exceed 15% of the contract amount; and (4) Determining the project to be exempt from the requirements of the California Environmental Quality Act (CEQA).

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

Approve the Resolution
Staff Report - R23-79 Pvmnt Project Contract Award - Pdf 49 - 69

9.4. Approval and authorization for the City Manager to enter into the following contracts as part of the City's "Excellence in Service Delivery Initiative" with: (1) Three separate agreements with CivicPlus for the following services: Civic Engage website services, Civic Rec recreation software, and See Click Fix citizen request management software totaling $96,199.08 [$46,132.83 for FY 2023-24 costs,$22,950.00 for FY 2024-25, and $27,116.25 for FY 2025-26] and (2) a Professional Services Agreement with Tripepi Smith for community communications support not-to-exceed $65,000.

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

Approve the attached Resolution.

Staff Report - Pdf
71 - 164

9.5. Consideration and adoption of a Resolution: (1) Awarding the St. Helena Sewer Inspection Project City Capital Improvement Project No. S24-01 to APS Environmental in the amount of $318,700.00; (2) Authorizing a budget adjustment of an additional $146,505 to project S24-01; (3) Authorizing the City Manager to execute the Contract with APS Environmental; (4) Authorizing the Director of Public Works to approve Change Orders not to exceed 15% of the contract amount; (5) Determining the project to be exempt from the requirements of the California Environmental Quality Act (CEQA).

CEQA Determination: Not a CEQA project
Prepared By: Mario Traverso, Public Works Assistant Engineer Recommendation:

Adopt the attached resolution and authorize the execution of a contract with APS environmental and authorize a budget amendment for needed additional funds to complete the CIP project as approved.

Staff Report - Sewer CCTV Contract Award - Pdf
165 - 181

9.6. Consideration and Proposed Approval of a Resolution: (1) Approving the Adoption of the City of St. Helena's 2023 Updated Employee Handbook 183 - 521

Superseding Prior Version(s) of the Handbook; and (2) Repealing and Rescinding any Previous Council Policies or Administrative Memoranda regarding: Employee Computer Loan Program, P-FI-0007 Grant Application and Management Policy, P-FI-0012 City Procurement Card Policy, P-FI-0013 Fraud Policy, P-FI-0014 Accounts Payable Payment Processing Policy, P-FI-0015 Fuel Card Policy, P-FI-0017 Cash Control Policy, and P-FI-0019 Disconnection of Water Service for Non-Payment.

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

Staff recommends the City Council approve the attached resolution.

Staff Report - Pdf

9.7. Art for “Quick-Build” Traffic Calming Project at the Intersection of Kearney Street and Madrona Avenue.

CEQA Determination: Exempt
Prepared By: Eric Janzen, Assistant Public Works Director Recommendation:

None. This is an informational item and no Council action is required.

Staff Report - Pdf
Public Comment.Carlotta Sainato
523 - 527

9.8. Consideration and approval of a resolution approving Amendment #5 to the Professional Services Agreement in connection with the project described as Professional Full Costs of Services and Development Impact Fee Study Services with Willdan Financial Services for the amount of $10,300, with a total contract not-to-exceed $131,735, to complete and update the Development Impact Fee Study.

CEQA Determination: Not a CEQA project
Prepared By: Yosselyn Valencia, Finance Manager
Recommendation:

Staff recommends City Council approved the attached resolution.

Staff Report - Pdf
529 - 534

9.9. *UPDATED INFORMATION 08/04/2023
Consideration for City Council approval for the nomination and election of the current Planning Commission Chair to serve a third term as outlined in the City Council Protocol for Committees, Commissions and Boards (Resolution No.2014-45).

CEQA Determination: Not a CEQA project
Prepared By: Xinia Gamero, Permit Technician III
Recommendation:

It is recommended that the City Council approve the attached resolution authorizing election of the current Chair of the Planning Commission (John Ponte) to serve an additional term ending June 2024 as outlined per the City Council Protocol for Committees, Commission and Boards.

Staff Report - Pdf
Public Comment.Daniel Hale
535 - 557

10. PUBLIC HEARINGS

10.1. *NEW ITEM 08/04/2023
Consideration and proposed approval of a Resolution approving the annexation of the properties known as 2175 Palmer Drive, St Helena, CA (APN 009-690-014), into the St. Helena Municipal Sewer District No. 1, MSD Annexation No. 142; 2125 Palmer Drive, St. Helena, CA (APN 009-690-015), into the St. Helena Municipal Sewer District No. 1, MSD Annexation No. 143; 1460 Grayson Avenue, St. Helena, CA (APN 009- 340-004), into the St. Helena Municipal Sewer District No. 1, MSD Annexation No. 143; 1644 Grayson Avenue, St. Helena, CA (APN 009-280-024), into the St. Helena Municipal Sewer District No. 1, MSD Annexation No. 144.

CEQA Determination: Not a CEQA project
Prepared By: Mario Traverso, Public Works Assistant Engineer Recommendation:

It is recommended the City Council adopt a Resolution approving the annexation of the territories into the St Helena Municipal Sewer District No. 1 MSD.

Staff Report - Pdf
Presentation
559 - 572

11. OLD BUSINESS

11.1. Proposed Updated Loan to Our Town St. Helena ("OTSH") for 5-unit affordable housing development at 963 Pope Street.

Estimated start time: 6:50 p.m
CEQA Determination: Not a CEQA project
Prepared By: April Mitts, Assistant City Manager
Recommendation:

Approve the attached Resolution.

Staff Report - Pdf
573 - 580

12. NEW BUSINESS

12.1. Consideration and proposed approval of a pilot Mural Permit Application and Public Art Donation and Installation Policy.

CEQA Determination: Not a CEQA project
Prepared By: Dave Jahns, Parks & Recreation Director
Recommendation:

Staff recommends City Council adopt a resolution allowing for the implementation of a pilot Mural Permit Application and Public Art Donation and Installation Policy.

Staff Report - Pdf
Public Comment.Blue Zones Project
Presentation
581 - 622

13. CITY COUNCIL REPORTS:

13.1. A. Association of Bay Area Governments (ABAG) - Executive Board

B. Association of Bay Area Governments (ABAG) - General Assembly C. Napa Valley Tourism Corporation (Umbrella for Napa County) D. League of California Cities – North Bay Division
E. Napa County City Selection Committee
F. Napa County Flood Control and Water Conservation District G. Youth Opportunities Commission
H. Napa County Local Agency Formation Commission (LAFCO) I. Napa Valley Transportation Authority (NVTA)
J. Napa County Watershed Information Center & Conservancy (WICC) K. Upper Valley Waste Management Agency
L. Napa County Groundwater Sustainability Plan Advisory Committee M. Napa County Regional Climate Action Committee
N. Council Ad Hoc and Standing Committee Reports

14. ADJOURNMENT
The next Regular City Council meeting is scheduled for August 22, 2023, at 6:00 p.m.

This agenda was posted at City Hall, 1088 College Avenue, and at Vintage Hall, 465 Main Street, St. Helena, California on August 4, 2023. Republished August 4, 2023 at 4:30 pm
Cindy Tzafopoulos, City Clerk
In Compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please call the City Clerk’s Office (707) 967-2792. Notification 72 hours prior to the meeting as required by Section 202 of the Americans with Disabilities Act will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

CHALLENGING DECISIONS OF CITY ENTITIES
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City of St. Helena is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period

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

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

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

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

SUPPLEMENTAL MATERIAL RECEIVED AFTER THE POSTING OF THE AGENDA
Any supplemental writings or documents distributed to a majority of the City Council regarding any item on this Agenda, after the posting of the Agenda, will be available for public review in the City Clerk’s Office located at 1088 College Avenue, St. Helena, California, during normal business hours and by appointment. In addition, such writings or documents will be made available on the City’s web site at https://sthelena.civicweb.net and will be available for public review at the respective meeting.

City Council
August 8, 2023
Agenda Item 6 – Public Works Update
Proposed Caltrans
Drainage Improvements:

Highway 29: Madrona Ave. to Adams St.

Joe Leach, PE, Director of Public Works
Agenda Item #6.1.

Agenda Item #6.1.

Location – Madrona Ave to Pine St
Agenda Item #6.1.

Location – Pine St to Adams St
Agenda Item #6.1.

Project Details
• New 24” pipe to be constructed in the center turn lane. • Replaces the existing 8” pipe.
• Construct 9 New Manholes; construct/replace 13 New Drainage Inlets. • Downstream connection at existing 12” City-owned pipe in Adams. • Future connection to larger Oak Ave pipeline.

Agenda Item #6.1.

• Caltrans project on State Route 29/Main Street.
• Classified as “Emergency Work” due to the localized flooding last year. • Project funding requires completion by October 15, 2023. • Proposing to start construction late August.
• 45 Days to complete.
• Currently proposed as daytime construction.
• Detours will be needed.
• City Staff continuing coordination with Caltrans:
- alternative work hours (i.e. nighttime)
- mitigating impacts to school traffic, downtown business operations, commercial truck circulation, etc.
- protect existing City infrastructure
Key Points
Agenda Item #6.1.

Yets Jangid, PE
Program Advisor, Drainage (SHOPP-151 & HM-251)
Caltrans District 4 – Office of Asset Management
Cell: (510) 715-6369
[email protected]
Caltrans Contact
Agenda Item #6.1.

Questions/Comments
Agenda Item #6.1.

MCE
St. Helena City Council Presentation – 8/8/2023
1 Agenda Item #7.1.

How Electric Service Works
2 Agenda Item #7.1.

Not-for-Profit Public Agency
33 Board Members. Elected officials. No tax dollars.

Solano County Marin County
Contra Costa County
3 Napa County
Agenda Item #7.1.

Understanding MCE Rates
• MCE sets rates for electricity generation
only. MCE does not set rates for electric
delivery, or natural gas.
• MCE typically sets its rates once a year.
• MCE’s rates are released to the public
with a 30-day review and comment
period. All rate changes are reviewed
publicly by MCE’s Board of Directors
and approved in a voting meeting.
4 Agenda Item #7.1.

MCE & St. Helena: Customer Highlights
5 • Over 3,200 accounts served by
MCE – 92.5% Participation Rate
• Over 6,500 Metric Tons of CO2
reduced to date through MCE
electricity generation
• Municipal accounts opted up to
Deep Green in 2019
• 10.3% of accounts overall
participating in Deep Green
Agenda Item #7.1.

Community Focus: City of St. Helena
6 Program Highlights
● Over $77,000 received from Energy
Sustainability programs
● 6 EV Ports installed
Community Engagement and Sponsorships
● Sponsor of UpValley Family Centers
● Participated in the Napa Climate Summit
● Member of St. Helena Chamber of
Commerce
● Napa Green Regeneration Sponsor
Agenda Item #7.1.

Key Customer Engagement Highlights
• Napa RISE ‘23 and Napa THRIVES ‘22
Sponsorship: Tabling, Panels, and Talks
• MCE winery engagement Video for
RISE 2023
• Napa Green + Deep Green signs along
St. Helena Highway
• Press release: Trinchero Family Estates
2017 Press Release - Deep Green choice
7 Agenda Item #7.1.

Community Focus: City of St Helena
8 Partnership Opportunities with St. Helena
● Energy Efficiency Programs for Commercial and
Industrial Customers
● Facilitating Climate Action Planning
● Regular Meetings with City Staff
● Information Sharing
● Grant Funding Opportunities
● Community Engagement and Outreach
● Back to School
● Farmworker Foundation
● Presentation to Active Transportation and
Sustainability Committee
Agenda Item #7.1.

Local Renewable Energy Projects
9 48 MW
22 Projects
19 MW FIT
13 MW FIT+
16 MW PPA
42 MW solar
6 MW bioenergy
Solar
Biogas
Union Job
Local Hire, Workforce Development,
or Prevailing Wage Requirement
Agenda Item #7.1.

The Power of MCE
700K metric tons of GHGs eliminated since 2010
60% renewable since 2017, 100% renewable default
95% carbon-free by 2023
$214 M reinvested in MCE communities since 2010
$2.4 B committed to building new CA renewable projects
48 MW of new renewable projects built in our service area

2.8 M labor hours supported
6,000 jobs created
10 Agenda Item #7.1.

Thank You!
Dave Garti
Community Development Manager
[email protected]
11 Agenda Item #7.1.

Appendix
12 Agenda Item #7.1.

Power Purchasing
Long-term forecasting ensures proper planning
• Annual
assessment of
energy needs
• Meeting state
mandates for
118% of peak
load
• Focusing on
clean resources
13 Agenda Item #7.1.

Forecasting Energy Demand
14 • Load Serving Entities, like MCE and
PG&E, forecast electricity demand years
in advance
• On an annual basis, MCE posts our
Operational Integrated Resource Plan
(OIRP), which documents MCE’s load
and electric procurement resource
objectives over a ten year planning
period
• Current planning period: 2023 - 2032
Agenda Item #7.1.

Power Purchasing: Authoritative Bodies
15 • California Energy Commission (CEC):
– MCE must submit periodic load forecasts to the CEC. The CEC takes MCE’s monthly peak demand estimates and
adjusts values based on the California system peak
demand.
• California Public Utilities Commission (CPUC):
– The CPUC receives adjusted peak demand data from the
CEC and annually provides MCE with its monthly Resource Adequacy (RA) requirements.
• California Independent System Operator (CAISO):
– The CAISO develops RA requirements for the entire
California system, including local areas, on an annual
basis.

Agenda Item #7.1.

Infrastructure Planning
16 • CAISO conducts annual transmission
planning process to identify potential
system limitations and areas that need
reinforcements over a 10-year horizon.
• “The annual planning process, set out in
CAISO’s federal tariff, provides for the
approval of new transmission
infrastructure and triggers permitting
and construction activities.”
• Plan is closely coordinated with CPUC
and CEC.

Source: https://www.caiso.com/about/Pages/Blog/Posts/2021-22- Transmission-Plan-approved-by-ISO-Board.aspx
Image Source: California Independent Systems Operator
Agenda Item #7.1.

MINUTES
City of St. Helena
Regular City Council Meeting
Tuesday, July 25, 2023 @ 6:00 PM
Vintage Hall Board Room - Second Floor
465 Main Street, St. Helena
A complete video recording of this meeting, except for closed session, can be found at https://sthelena.civicweb.net/Portal/ or by calling the City Clerk at (707) 968-2742. The City Council video is the official record of the Council meeting.

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

Absent: None

1. CALL TO ORDER

2. ROLL CALL

3. PLEDGE OF ALLEGIANCE

4. ADOPTION OF THE AGENDA

4.1 Vice Mayor Eric Hall moved to approve the agenda as presented. The motion was seconded by Council Member Lester Hardy and on roll call carried by the following vote:

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

5. PUBLIC FORUM:

There was no public comment.

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

Reports were made by staff and the City Council.

City Attorney Ethan Walsh noted there was no reportable action from the July 25, Agenda Item #9.1.

Regular City Council
July 25, 2023
2023 special City Council closed session meeting.

7. PRESENTATIONS AND PUBLIC RECOGNITIONS

7.1 National Parks and Recreation Month July 2023 Proclamation Estimated start time: 6:25 p.m.

8. STAFF BRIEFING

8.1 Emergency preparedness - John Sorensen, Fire Chief
Estimated start time: 6:30 p.m.

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

9.1 Consideration and proposed approval of Regular and Special Meeting Minutes of:
10-26-2022 Special Joint City Council and Planning Commission Minutes 11-16-2022 Special Joint City Council and Planning Commission Meeting - Minutes 11-22-22 Regular City Council - Minutes
12-07-2022 Special City Council Minutes
12-07-2022 Special Joint City Council and Planning Commission Minutes 12-13-2022 Regular City Council - Minutes
01-06-2023 Special City Council - Minutes
01-10-2023 Regular City Council - Minutes
01-23-2023 Special City Council - Minutes
01-24-2023 Regular City Council - Minutes
02-14-2023 Regular City Council - Minutes
02-28-2023 Regular City Council - Minutes
03-14-2023 Regular City Council - Minutes
03-28-2023 Regular City Council - Minutes
04-11-2023 Regular City Council - Minutes
04-25-2023 Regular City Council - Minutes
04-25-2023 Special City Council - Minutes
05-01-2023 Special City Council - Minutes
05-09-2023 Regular City Council - Minutes
05-10-2023 Special Joint City Council and Planning Commission Meeting - Minutes 05-17-2023 Special City Council - Minutes
05-23-2023 Regular City Council - Minutes
06-13-2023 Regular City Council - Minutes
06-26-2023 Special City Council - Minutes
06-27-2023 Regular City Council - Minutes
06-27-2023 Special City Council - Minutes
Agenda Item #9.1.

Regular City Council
July 25, 2023
to approve Consent items # through #.

9.2 Consideration of Resolution Approving Marketing and Promotional Services Agreement in the amount of $175,000 per year between the City of St. Helena and the St. Helena Chamber of Commerce for FY 2023-24 and 2024-25.

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

Adopt the attached Resolution approving Promotional Services Agreement with St. Helena Chamber of Commerce for FY 2023-24 and 2024-25.

9.3 Consideration and proposed approval of a resolution approving the Cannabis Tax Fund Grant Program (CTFGP)
CEQA Determination: Approval of resolution not a “project” as defined in Section 15378(a) of State CEQA Guidelines. Even if determined to be a “project” subject to CEQA, action is exempt under the common sense exemption set forth in Section 15061(b)(3).

Prepared By: Chris Hartley, Chief of Police
Recommendation:

Recommend acceptance of the Cannabis Tax Fund Grant in the amount of $146,419.00.

9.4 June 2023 Review and Forecasting of City Water Supply Availability CEQA Determination: Exempt
Prepared By: Ian Dale, Environmental Services Tech
Recommendation:

Receive and File.

9.5 Consideration and proposed approval of a resolution authorizing:1. Flying the Italian flag on the City's ceremonial flagpole during the month of October 2023 for Italian Heritage Month; and 2. All fees are waived for the encroachment permit and Lyman Park Gazebo reservation for the Festa Italiana community celebration to be held on October 7, 2023, from 12:00 pm to 5:00 pm; and 3.

Authorizing temporary street parking closure on the westside of Railroad Avenue from the Fire House to the end of Lyman Park and the public parking lot between Lyman Park and the Fire House for Festa Italiana event on October 7, 2023, from 12:00 pm to 5:00 pm; and 4. Approval of mobile food truck(s) to be parked on Railroad Avenue in the street closure area and wine and beer vendors in Lyman Park during the Festa Italiana event.

CEQA Determination: Not a CEQA project
Prepared By: Chantel Delay, Administrative Assistant
Recommendation:

Staff recommends City Council adopt the attached Resolution.

Agenda Item #9.1.

Regular City Council
July 25, 2023

9.6 Consideration and proposed approval of a Resolution approving out-of-state travel for Library Assistant Clara Ibarra to attend the Guadalajara International Book Fair in Guadalajara, Mexico from November 24–27, 2023 CEQA Determination: Not a CEQA project
Prepared By: Chris Kreiden, Library Director
Recommendation:

Approve the attached resolution authorizing out-of-state travel for Library Assistant Clara Ibarra to attend the Guadalajara International Book Fair in Guadalajara, Mexico from November 24-27, 2023.

9.7 A Resolution of the City of St. Helena City Council authorizing the City Manager to execute Amendment No. 5 to STH Contract: FY 2019-075 in the amount of $122,000 to the Professional Services Agreement with BKF for the Main Street St. Helena Pedestrian Improvements Project, for a total not-toexceed of $1,045,600 and authorizing a budget increase of $122,000 to design in CIP Project R18-81 with funding allocated from Fund 240.

CEQA Determination: Exempt
Prepared By: Eric Janzen, Assistant Public Works Director Recommendation:

Approve Resolution.

9.8 Proposed Approval of a Resolution Adopting and Approving Publicly Available Pay Schedule in Accordance with the Requirement of California Code of Regulations, Title 2, Section 570.5, for the St. Helena Professional Firefighters (SHPFA) Member Classifications.

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

Staff recommends approval the attached resolution.

9.9 Proposed Approval of a Resolution (1) Adopting and Approving Publicly Available Pay Schedule in Accordance with the Requirement of California Code of Regulations, Title 2, Section 570.5, for members covered under the Unrepresented Compensation Program and (2) Approving a Pay for Performance Plan.

CEQA Determination: Not a CEQA project
Prepared By: Lesley Milton, Asst. to the City Manager, Mandy Kellogg, Administrative Services Director
Recommendation:

Staff recommends approval of the attached resolution.

9.10 Proposed approval of a resolution Adopting and Approving the Publicly Available Pay Schedule in Accordance with the Requirement of California Code of Regulations, Title 2, Section 570.5, for the St. Helena Employees Agenda Item #9.1.

Regular City Council
July 25, 2023
Association (SHEA).

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

Staff recommends approval the attached resolution.

9.11 Proposed Approval of a Resolution (1) Memorializing an Agreement to the Memorandum of Understanding Between the City of St. Helena and the Police Officers' Association (POA) for a Three-year Contract Commencing on July 1, 2022 and Expiring on June 30, 2025 and (2) Adopting and Approving Publicly Available Pay Schedule in Accordance with the Requirement of California Code of Regulations, Title 2, Section 570.5, for the Police Officers' Association Member Classifications.

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

Staff recommends approval the attached resolution.

9.12 Item 9.12 was pulled from consent.

Consideration and Proposed Approval of a Resolution: 1) Rescinding Resolution 2014-45 Protocol for Committees, Commissions and Boards; and 2) Rescinding Resolution 2022-72 Amending Council Rules of Procedure and Standards of Conduct; and 3) Combining and Reestablishing both the Rules of Procedure for the Conduct of Meetings for City Council, Boards, Committees and Commissions and Standards of Conduct

9.13 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.

CEQA Determination: Not a CEQA project
Prepared By: Yosselyn Valencia, Finance Manager
Recommendation:

Staff recommends City Council approve the attached resolution.

9.14 Item 9.14 was pulled from consent.

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 Agenda Item #9.1.

Regular City Council
July 25, 2023
(CEQA).

9.15 Receive report and consider adoption of Resolution to declare the end of the Phase I Water Emergency retroactively effective on July 1, 2023.

CEQA Determination: Exempt
Prepared By: Joseph Leach, Public Works Director and City Engineer Recommendation:

Adopt the attached resolution.

Council Member Anna Chouteau moved to adopt consent items 9.1 through

9.11, 9.13 and 9.15. The motion was seconded by Council Member Summers.

Council Member Chouteau amended her motion to pull item 9.14 from consent, and Council Member Summers agreed. On roll call carried by the following vote:

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

9.12 Consideration and Proposed Approval of a Resolution: 1) Rescinding Resolution 2014-45 Protocol for Committees, Commissions and Boards; and 2) Rescinding Resolution 2022-72 Amending Council Rules of Procedure and Standards of Conduct; and 3) Combining and Reestablishing both the Rules of Procedure for the Conduct of Meetings for City Council, Boards, Committees and Commissions and Standards of Conduct
CEQA Determination: Not a CEQA project
Prepared By: Cindy Tzafopoulos, City Clerk
Recommendation:

Staff recommends approval of the attached resolution
No public comment was received.

Council Member Anna Chouteau moved to continue this item for the subcommittee (Mayor Dohring and Council Member Hardy) to further review the following areas:

1. Timing of public comment when there is a large number of citizens wanting to provide public comment.

2. What is the number of absences that accounts for being excessive.

3. Item 3.2 "Advocacy" when a Council Member is speaking on their own behalf.

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

Agenda Item #9.1.

Regular City Council
July 25, 2023
AYES: Mayor Paul Dohring, Vice Mayor Eric Hall, Council Member Anna Chouteau, Council Member Lester Hardy, and Council Member Billy Summers NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None

9.14 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).

CEQA Determination: Not a CEQA project
Prepared By: Mario Traverso, Public Works Assistant Engineer Recommendation:

Adopt the attached resolution.

No public comment was received.

Joe Leach, Public Works Director and Mandy Kellogg, Admin. Services Director reported on this item.

Council Member Anna Chouteau moved to approve item 9.14. The motion was seconded by Vice Mayor Eric Hall and on roll call carried by the following vote:

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

10. PUBLIC HEARINGS
None

11. OLD BUSINESS

11.1 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) Agenda Item #9.1.

Regular City Council
July 25, 2023
TeamCivX for Electoral Feasibility of a Revenue Measure or Measures for the Ballot for an amount not-to-exceed $25,000.00.

Estimated start time: 6:50 p.m.

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

Discussion and Direction Regarding 2024 Ballot Measure and approval of attached Resolution.

Anil Comelo, City Manager reported on this item.

No public comment was received.

While no vote was taken on the following, there appeared to be consensus of the City Council for the following:

1. Target revenue amount is $6 million.

2. Initiatives to Consider
 March 2024 – GO Bond amount TBD based on opinion research  November 2024 – Charter City and Real Property Transfer Tax

3. Real Property Transfer Tax – Permanent
Staff will return to City Council at a future date with specific actionable actions on the above items.

City Council appointed an Ad Hoc Committee to work with staff and consultants to address various issues related to the proposed ballot measure Vice Mayor Hall and Council Member Summers agreed to serve on the committee.

Council Member Lester Hardy moved to approve 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. The motion was seconded by Council Member Billy Summers and on roll call carried by the following vote:

AYES: Mayor Paul Dohring, Council Member Anna Chouteau, Council Member Lester Hardy, and Council Member Billy Summers
NOES: Vice Mayor Eric Hall
ABSENT: None
ABSTAIN: None
Agenda Item #9.1.

Regular City Council
July 25, 2023
RECUSE: None

12. NEW BUSINESS
None

13. CITY COUNCIL REPORTS:

13.1 A. Association of Bay Area Governments (ABAG) - Executive Board B. Association of Bay Area Governments (ABAG) - General Assembly C. Napa Valley Tourism Corporation (Umbrella for Napa County) D. League of California Cities – North Bay Division
E. Napa County City Selection Committee
F. Napa County Flood Control and Water Conservation District G. Youth Opportunities Commission
H. Napa County Local Agency Formation Commission (LAFCO) I. Napa Valley Transportation Authority (NVTA)
J. Napa County Watershed Information Center & Conservancy (WICC) K. Upper Valley Waste Management Agency
L. Napa County Groundwater Sustainability Plan Advisory Committee M. Napa County Regional Climate Action Committee
N. Council Ad Hoc and Standing Committee Reports
Reports were made by the City Council.

14. ADJOURNMENT
Mayor Dohring adjourned the meeting at 7:47 p.m.

APPROVED: ATTEST:

Agenda Item #9.1.

Regular City Council
July 25, 2023
______________________________
Paul Jamison Dohring, Mayor
_________________________
Cindy Tzafopoulos, City Clerk
Agenda Item #9.1.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Finance
DATE: August 8, 2023
FROM: Mandy Kellogg, Administrative Services Director
SUBJECT: Consideration and proposed approval of a resolution authorizing the release of unclaimed checks per Section 50053 of the Government Code of the State of California allowing for unclaimed checks held over three years to
become the property of the local agency after notice if not claimed and if no verified complaint is filed and served.

RECOMMENDED
ACTION:

Adopt a Resolution Authorizing the release of unclaimed checks pursuant to California Government Code Section
50050, 50053 and 50055 to the City of St. Helena.

PREVIOUS COUNCIL
ACTION:

None

STATEMENT OF THE
PURPOSE:

To provide the proper mechanism to take possession of
longstanding unclaimed checks in accordance with
government statutes and to ensure the propriety of the
related accounting transactions.

FINANCIAL IMPACT: Unclaimed checks will result in fund balance increases totaling $5,846.75, which takes into consideration
publication costs. The increase in fund balance is spread between various funds as noted in the discussion section.

BACKGROUND:

Section 50053 of the Government Code of the State of California allows for unclaimed checks which have been held over three (3) years to become the property of the local agency after notice if not claimed and if no verified complaint is filed and served. Section 50050 of the California Government Code outlines the notification process for escheating unclaimed checks, and Section 50052 describes the claiming process. Attached is a listing of all outstanding checks that meet this criteria. Section 50055 authorizes the transfer without publication of checks under $15.00.

DISCUSSION:

The City staff initiated action to print the required notifications in the local newspaper. The ad ran in the St. Helena Star on Friday June 16, 2023 for two consecutive weeks.

The City received 8 claims on the outstanding checks for a total of $1,294.85.

Unclaimed checks resulted in the following increases to funds:

Agenda Item #9.2.

Fund Description Amount
101 General Fund $3,661.96*
224 Public Safety (Cops) $35.00
286 Bocce Ball $1,357.65
380 Friends & Foundation $430.00
561 Water Enterprise $168.61
571 Wastewater Enterprise $193.53
*This increase has been offset by publication costs of $1,103.50 which has been deducted from the General Fund increase.

DOCUMENTS ATTACHMENTS:

Attachment 1 - Escheat Checks by Fund
Attachment No. 2 - Resolution
Agenda Item #9.2.

System Vendor/Employee Name
AP Schmidt Lana
AP Hungler Marie
AP Schmidt Lana
AP Herdell Joe
AP Paradise Pool
AP Schmidt Lana
AP Twohey Kevin
AP Schmidt Lana
AP Bautisa Jorge
AP Burdick Helen
AP Target Supplies
AP Jones Bobbie
AP California CLETS User Group
AP Merriman Michael
AP AT & T California
AP Vierheller Doris
AP Vierheller Doris
AP Vierheller Doris
AP Vierheller Doris
AP Vierheller Doris
AP Vierheller Doris
AP Vierheller Doris
AP Solorio Eusbaldo
AP Vierheller Doris
AP Mosler Doris
AP Belkorp
AP Hungler Marie
AP Marshall Devon
AP Boggs Anna
AP Hampton Wade
AP Vence Thomas
AP Schroeder Pamela
AP Vierheller Doris
AP Schroeder Pamela
AP Vierheller Doris
AP Haines & Company, Inc.

AP Santa Rosa Uniform-Career
AP Weeks Reid
AP Lenchner Judith
AP Jiminez Matthew
AP Hanna Sean
AP Harrison Stu
AP Harrison Stu
AP Lightsaber Promotions
AP Hardin Alicia
AP Sjordal Katie
101 General Fund Fund 101 Total: $ 4,765.46
AP California CLETS User Group
224 Public Safety (COPS) Fund 224 Total: $ 35.00
AP Deep Smoke Napa
286 Bocce Ball Fund 286 Total: $ 1,357.65
AP Southbridge Napa Valley
290 Tourist Improvement District Fund 290 Total: $ 66.35 108778 04/14/2020 Uncleared KSJORDAL 60.00
101127 03/28/2018 Uncleared /MJIMIN 79.83
101132 03/28/2018 Uncleared /SHANNA 81.40
102059 07/05/2018 Uncleared /SHARRIS 350.00
103400
107037 10/24/2019 Uncleared SBRIDGE 66.35
106563 09/18/2019 Uncleared /DSMOKE 1,357.65
108060 02/14/2020 Uncleared CCUG 35.00
108362 03/10/2020 Uncleared /JLENCH 3.70
11/01/2018 Uncleared /SHARRIS 450.00
105594 06/12/2019 Uncleared LIGHTSAB 240.00
108757 04/14/2020 Uncleared AHARDIN 60.00
108214 02/27/2020 Uncleared RWEEKS 119.71
107035 10/24/2019 Uncleared SAN55 268.03
106852 10/09/2019 Uncleared HAINES 283.72
106700 09/24/2019 Uncleared /DVIERHE 14.91
106696 09/24/2019 Uncleared /PSCHROE 14.91
106669 09/24/2019 Uncleared /DVIERHE 14.91
106665 09/24/2019 Uncleared /PSCHROE 14.91
106350 08/16/2019 Uncleared UB*00042 14.91
105976 07/19/2019 Uncleared /WHAMPTO 14.91
105942 07/19/2019 Uncleared /ABOGGS 35.41
105820 06/27/2019 Uncleared DMARSHAL 16.69
105306 05/16/2019 Uncleared /MHUNGLE 14.91
105168 05/01/2019 Uncleared BELKORP 37.45
104381 02/13/2019 Uncleared /DVIERHE 14.91
104686 03/19/2019 Uncleared /DMOSLER 14.91
103608 12/06/2018 Uncleared SOLORIO 200.00
103475 11/14/2018 Uncleared /DVIERHE 29.19
103288 10/23/2018 Uncleared /DVIERHE 29.19
102878 09/19/2018 Uncleared /DVIERHE 29.19
102533 08/15/2018 Uncleared /DVIERHE 29.19
102259 07/25/2018 Uncleared /DVIERHE 29.19
101873 06/18/2018 Uncleared /DVIERHE 29.19
101654 05/22/2018 Uncleared /DVIERHE 29.19
100914 03/14/2018 Uncleared ATTCA 200.00
100676 02/14/2018 Uncleared /MERRIMA 29.19
100353 01/18/2018 Uncleared CCUG 75.00
100287 01/17/2018 Uncleared /BJONES 29.19
99701 11/08/2017 Uncleared TARGETSU 128.46
99225 09/20/2017 Uncleared /HBURDIC 26.77
98843 08/16/2017 Uncleared /JBAUTIS 50.00
98297 06/16/2017 Uncleared /LSCHMID 26.77
98080 05/30/2017 Uncleared /TWOHEY 365.00
98059 05/30/2017 Uncleared /LSCHMID 26.77
97982 05/18/2017 Uncleared PARADISE 1,000.00
97915 05/18/2017 Uncleared /JHERDEL 50.00
97747 04/20/2017 Uncleared /LSCHMID 26.77
97340 03/16/2017 Uncleared /MHUNGLE 53.54
Attachment 1
97336 03/16/2017 Uncleared /LSCHMID 53.54
Fund/Check No. Check Date Clear Date Vendor/Employee No. Amount

ESCHEAT CHECKS BY FUND
Agenda Item #9.2.

AP Magical Moonshine Theatre
380 Friends and Foundation Fund 380 Total: $ 430.00
AP Thomas Tabatha
AP DeCrescenzo Victoria
AP Montoro Deanna
AP Nester Stacey
AP Ratterree Kerry
AP Davis Dorian
561 Water Enterprise Fund 561 Total: $ 168.61
AP Thomas Tabatha
AP Belkorp
571 Sewer Enterprise Fund 571 Total: $ 193.53
ESCHEAT SUBMISSION TOTAL $ 7,016.60
104587 03/06/2019 Uncleared UB*00392 1.44
104015 01/04/2019 Uncleared
105168 05/01/2019 Uncleared BELKORP 137.20
100571 02/01/2018 Uncleared UB*00334 56.33
UB*00385 0.12
103515 11/15/2018 Uncleared UB*00378 60.00
103513 11/15/2018 Uncleared UB*00376 0.75
102315 07/26/2018 Uncleared UB*00354 60.00
100571 02/01/2018 Uncleared UB*00334 46.30
112255 06/09/2021 Uncleared MAGICAL 430.00
Agenda Item #9.2.

Attachment 2
CITY OF ST. HELENA
RESOLUTION NO. 2023-

RESOLUTION AUTHORIZING THE RELEASE OF
UNCLAIMED MONIES PURSUANT TO SECTION 50055

OF THE GOVERNMENT CODE OF THE STATE OF

CALIFORNIA

RECITALS
A. Sections 50050-50056 of the Government Code of the State of California outlines the process for the notification process of the unclaimed checks; and B. Section 50055 of the California Government Code allows for unclaimed checks of less than $15.00 or any amount if the depositor’s name is unknown, to become the property of the local agency after a period of one (1) year without the necessary publication of a notice in a newspaper; and
C. Section 50050 of the California Government Code allows for unclaimed checks more than three (3) years old to become the property of the local agency following publication in the local newspaper; and
D. Each of the checks listed on the attached summary meets this criteria.

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

1. A credit to the following funds of the City of St. Helena, in accordance with the provisions of Sections 50050-50056 of the California Government Code, on the attached list in the total amount:

General Fund (101) - $3,444.23
Public Safety (COPS) Fund (224) - $35.00
Bocce Ball Fund (286) - $1,357.65
Recreation Fund (289) - $1321.23
Friends and Foundation Fund (380) - $430.00
Water Fund (561) - $168.61
Sewer Fund (571) - $193.53
Agenda Item #9.2.

Approved at a Regular Meeting of the St. Helena City Council on August 08, 2023 by the following vote:

Mayor Paul Dohring: __________
Vice Mayor Eric Hall: __________
Councilmember Anna Chouteau: __________
Councilmember Lester Hardy: __________
Councilmember Billy Summers: __________
APPROVED: ATTEST:
________________________ ________________________
Paul Jamison Dohring, Mayor Cindy Tzafopoulos, City Clerk Agenda Item #9.2.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: August 8, 2023
FROM: Mario Traverso, Public Works Assistant Engineer
SUBJECT: Consideration and adoption of a Resolution: (1) Awarding the R23-79 Pavement Restoration Project to Team Ghilotti in the amount of $1,687,141.00; (2) Authorizing the City Manager to execute the Construction Contract with Team Ghilotti; (3) Authorizing the Director of Public Works to approve Change Orders not to exceed 15% of the contract amount; and (4) Determining the project to be exempt from the requirements of the California Environmental Quality Act (CEQA).

RECOMMENDED
ACTION:

Approve the Resolution

PREVIOUS COUNCIL
ACTION:

Resolution 2023-33, approval plans and authorization to solicit bids on was adopted by City Council on April 25, 2023.

STATEMENT OF THE
PURPOSE:

To deliver the City's annual Pavement Restoration Project in accordance with the City's 5 Year Pavement Management
Plan and approved Capital Improvement Program - on an
expedited basis with an augmentation of $500,000 from the General Fund.

FINANCIAL IMPACT: What is the annual fiscal impact?
A summary of anticipated expenditures and funding sources are presented below.

Estimated Project Costs
R23-79 - "Year 3" Pavement
Restoration Items $762,379.38
R19-05 - Grayson Rehabilitation
Items $815,939.20
R21-02 - Pratt & Elmhurst
Improvement Items $108,822.42
Estimated Construction Costs $1,687,141.00
Construction Contingency (15%) $253,071.15
Estimated Total Project Cost
for Construction $1,940,212.15
Funding Sources
240 - Measure T 1,390,212.15
741 - Streets Capital $500,000.00
Agenda Item #9.3.

741 - NVTA TDA III Grant $50,000.00
Total Available Funding
in FY 23/24 $1,940,212.15
BACKGROUND:

The R23-79 Pavement Restoration Project is a continuation of the City's efforts to improve and maintain 26 centerline miles of roadway within the City of St. Helena. The project is developed in accordance with the City's current 5 Year Pavement Management Plan which was adopted by City Council on December 14, 2021.

It should be noted that the City Council authorized an increase in funding for roads improvement by allocating $500,000 from the General Fund to this year's payment restoration project. This investment will help reverse the deterioration of the City's road network.

On June 13, 2023, the City Council adopted the FY 2023-24 to FY 2024-25 budget and the FY 2023-24 to FY2027-28 Capital Improvement Program (CIP) which includes the R23-79 Pavement Restoration Project.

The project is a compilation of multiple scope components including; R23-79, "Year 3" of the 5 Year Pavement Management Plan; R19-05, the Grayson Avenue component of the Grayson and S Crane Rehabilitation Project; and R21-02, Pratt & Elmhurst Ave Crosswalk Improvements. Combining the projects provides the opportunity significant cost savings.

Project plans, specifications and estimates were compiled by City staff and approved by City Council on April 25, 2023.

This project includes roadway segments including, Grayson Avenue, Silverado Trail and the Pope Street Bridge, that will receive significant resurfacing treatments (Grind and Overlay) which will provide a new road surface. Additional elements of this project include restriping traffic lines and crosswalks, various repairs to sidewalk, curb and gutter, and the installation of ADA compliant curb ramps.

DISCUSSION:

On June 22, 2023, a Notice Inviting Bids and project plans and specifications was posted to the City of St. Helena website and posted at area construction plan rooms and exchanges. On July 20, 2023, five bids were received and opened publicly at City Hall.

All bids are provided by reputable, licensed firms and are complete and competitive.

The bid results are as follows:

Company Base Bid
Team Ghilotti, Petaluma $1,687,141.00
Agenda Item #9.3.

J.V. Lucas Paving, Martinez $1,743,564.25
Martin Brothers Construction, Sacramento $1,897,621.25
Argonaut Constructors, Santa Rosa $1,972,028.25
Ghilotti Brothers Construction, San Rafael $1,994,902.00 Engineer's Estimate: $1,575,000
City Staff reviewed all bids and find that Team Ghilotti is the lowest responsible and responsive bid. A detailed bid tabulation is provided as Attachment 3. Team Ghilotti holds a valid Class A General Contractor’s License No. 895384 in the State of California, with no enforcement actions listed. Their license expires on 4/30/2025. Team Ghilotti's bid is consistent with the engineer’s estimate. Team Ghilotti has successfully executed a multitude of similar projects in the North Bay region.

ENVIRONMENTAL REVIEW:

Staff will be filing a Notice of Exemption for this project, citing a Class 1 Categorical Exemption for existing facilities. The contractor is required to perform standard stormwater pollution prevention measures.

DOCUMENTS ATTACHMENTS:

Attachment 1 - R23-79 Resolution
Attachment 2 - Contract Agreement
Attachment 3 - Detailed Bid Tabulation
Agenda Item #9.3.

CITY OF ST. HELENA
RESOLUTION NO. 2023-
Awarding the Pavement
Restoration Project, Capital
Improvement Project R23-79 to
Team Ghilotti Inc. in the
amount of $1,687,141.00, (2)
Authorizing the City Manager
to execute the Construction
Contract with Team Ghilotti
Inc., (3) Authorizing the
Director of Public Works to
approve Change Orders not to
exceed 15% 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 project plans for the work were approved by the
Director of Public Works pursuant to authority by St.

Helena City Council on April 25, 2023; and
B. Pursuant to St. Helena Municipal Code Chapter 3.04;
Article 3 Public Works Projects; Section 3.04.220 on
June 22, 2023 a notice inviting bids was posted and
distributed to contractors inviting bids for the R23-79 Pavement Restoration Project; and
C. On July 20, 2023, four (5) bids were received and
opened in accordance with applicable law; and
D. The lowest responsive and responsible bidder for the Project was Team Ghilotti Inc., of Petaluma, CA in the
amount of $1,687,141.00; and
E. City staff has determined that Team Ghilotti’s bid satisfies the bidding requirements for the project; and
F. City staff has verified that Team Ghilotti Inc. possesses a valid Contractor’s License, Class A, number 895384 that qualifies Team Ghilotti Inc. to complete the project; and Agenda Item #9.3.

G. The Pavement Restoration Project R23-79 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.

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

1. Awarding the R23-79 Pavement Restoration Project
to Team Ghilotti Inc. in the amount of $1,687,141.00;
and

2. Authorizing the City Manager to execute a
construction contract in the amount of $1,687,141.00
with Team Ghilotti Inc. for the R23-79 Pavement
Restoration Improvements Project; and

3. Authorizing the Director of Public Works to approve
change orders not to exceed 15% of the contract
account; and

4. The Pavement Restoration Improvements Project
R22-79 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 August 8, 2023 by the following vote:

Mayor Dohring: __________
Vice Mayor Hall: __________
Councilmember Chouteau:__________
Councilmember Hardy: __________
Councilmember Summers: __________
APPROVED: ATTEST:

Agenda Item #9.3.

________________ _____________________________
Paul Jamison Dohring, Mayor Cindy Tzafopoulos, City
Clerk
Agenda Item #9.3.

R23-79 PAVEMENT RESTORATION 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 Team Ghilotti Inc, hereinafter called "Contractor," for the construction of the R 2 3 - 79 P A V E M E N T R E S T O R A T I O N 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 August 8th, 2023, 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 2022
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. The Plans for R23-79 PAVEMENT RESTORATION PROJECT dated January 2023.

K. Approved and fully executed change orders
L. Addenda
All rights and obligations of City and Contractor are fully set forth and described in the Contract Documents.

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.

Agenda Item #9.3.

R23-79 PAVEMENT RESTORATION PROJECT
C-2

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
Attn: Public Works Department
Agenda Item #9.3.

R23-79 PAVEMENT RESTORATION PROJECT
C-3
Notices required to be given to Contractor shall be addressed as follows:
_________________________
_________________________
_________________________
Notices required to be given to Sureties of Contractor shall be addressed as follows:
__________________________
c/o _______________________
________________________
________________________
DATED this day of , 2023.

CITY OF ST. HELENA, a Municipal Corporation
Anil Comelo, City Manager
ATTEST:

Cindy Tzafopoulos, City Clerk
APPROVED AS TO FORM:

CONTRACTOR: Team Ghilotti Inc
Contractor’s License No. 895384
By:

Name and Title
By:

Name and Title

Ethan Walsh, City Attorney
Project Code: CIP No. R23-79
Agenda Item #9.3.

Agenda Item #9.3.

Agenda Item #9.3.

Agenda Item #9.3.

R23-79 PAVEMENT RESTORATION PROJECT
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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 Team Ghilotti Inc, (hereinafter referred to as the “Contractor”) an agreement for Contract No. R23-79 Pavement Restoration Project, (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 January 2023, (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 Agenda Item #9.3.

R23-79 PAVEMENT RESTORATION PROJECT
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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 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 #9.3.

R23-79 PAVEMENT RESTORATION PROJECT
C-7
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 #9.3.

R23-79 PAVEMENT RESTORATION PROJECT
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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 August 8th, 2023, has awarded to Team Ghilotti Inc hereinafter designated as the “Principal,” a contract for the work described as follows: Contract No. R23-79 Pavement Restoration Project (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.

Agenda Item #9.3.

R23-79 PAVEMENT RESTORATION PROJECT
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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.

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 #9.3.

R23-79 PAVEMENT RESTORATION PROJECT
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WARRANTY/MAINTENANCE BOND
WHEREAS, the City Council of the CITY OF ST. HELENA, State of California (hereinafter designated as "City"), and Team Ghilotti Inc (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 , 20 .

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 #9.3.

R23-79 PAVEMENT RESTORATION PROJECT
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Agenda Item #9.3.

R23-79 PAVEMENT RESTORATION PROJECT
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Certificate pursuant to 995.640(a) Code of Civil Procedure Agenda Item #9.3.

Bid Opening: February 18, 2021 20-Jul-23
Mario Traverso
DESCRIPTION UNIT QUANTITY UNIT COST, $ ITEM TOTAL, $ UNIT COST, $ ITEM TOTAL, $ UNIT COST, $ ITEM TOTAL, $ UNIT COST, $ ITEM TOTAL, $ UNIT COST, $ ITEM TOTAL, $ UNIT COST, $ ITEM TOTAL, $ 1 Mobilization LS 1 $150,000 $150,000.00 $155,770.45 $155,770.45 $160,000.00 $160,000.00 $165,500.00 $165,500.00 $150,344.65 $150,344.65 $126,000.00 $126,000.00 2 Temporary Traffic Control LS 1 $80,000 $80,000.00 $50,000.00 $50,000.00 $125,000.00 $125,000.00 $140,000.00 $140,000.00 $100,000.00 $100,000.00 $56,000.00 $56,000.00 3 Adjust Existing Manholes to Grade EA 3 $1,500 $4,500.00 $1,303.00 $3,909.00 $1,200.00 $3,600.00 $1,815.00 $5,445.00 $1,200.00 $3,600.00 $2,500.00 $7,500.00 4 Adjust Existing G5 / Valve Box to Grade EA 15 $800 $12,000.00 $867.00 $13,005.00 $900.00 $13,500.00 $1,115.00 $16,725.00 $900.00 $13,500.00 $1,450.00 $21,750.00 5 Adjust Existing Survey Monument to Grade EA 1 $1,000 $1,000.00 $869.00 $869.00 $900.00 $900.00 $4,270.00 $4,270.00 $900.00 $900.00 $4,500.00 $4,500.00 6 Curb Ramp - Modified Case C EA 6 $8,000 $48,000.00 $13,900.00 $83,400.00 $9,800.00 $58,800.00 $8,000.00 $48,000.00 $17,000.00 $102,000.00 $9,000.00 $54,000.00 7 Full Width Grind - 2" SF 75,000 $1 $75,000.00 $0.60 $45,000.00 $0.75 $56,250.00 $0.38 $28,500.00 $0.50 $37,500.00 $0.80 $60,000.00 8 Edge Grind 5' LF 3,444 $5 $17,220.00 $6.50 $22,386.00 $10.00 $34,440.00 $7.25 $24,969.00 $6.15 $21,180.60 $9.00 $30,996.00 9 Pavement Reinforcement Fabric SY 15,555 $3 $46,665.00 $2.61 $40,598.55 $2.35 $36,554.25 $2.35 $36,554.25 $2.55 $39,665.25 $2.75 $42,776.25 10 2" HMA Overlay TON 2,327 $155 $360,685.00 $145.00 $337,415.00 $176.00 $409,552.00 $194.00 $451,438.00 $185.00 $430,495.00 $186.00 $432,822.00 11 1" Leveling Course TON 650 $155 $100,750.00 $160.00 $104,000.00 $140.00 $91,000.00 $185.00 $120,250.00 $230.00 $149,500.00 $195.00 $126,750.00 12 Thermoplastic Pavement Markings SF 1,500 $8.00 $12,000.00 $8.00 $12,000.00 $15.00 $22,500.00 $8.00 $12,000.00 $8.00 $12,000.00 $8.00 $12,000.00 13 Detail 22 LF 239 $3.00 $717.00 $5.50 $1,314.50 $5.00 $1,195.00 $5.50 $1,314.50 $5.50 $1,314.50 $5.50 $1,314.50 14 Detail 38A LF 77 $3.00 $231.00 $3.50 $269.50 $3.00 $231.00 $3.50 $269.50 $3.50 $269.50 $3.50 $269.50 15 Detail 39 LF 238 $3.00 $714.00 $2.50 $595.00 $1.50 $357.00 $2.50 $595.00 $2.50 $595.00 $2.50 $595.00 16 Detail 39A LF 135 $3.00 $405.00 $1.00 $135.00 $1.50 $202.50 $1.00 $135.00 $1.00 $135.00 $1.00 $135.00 17 Base Repair Dig-Out SY 50 $45 $2,250.00 $90.00 $4,500.00 $125.00 $6,250.00 $156.00 $7,800.00 $290.00 $14,500.00 $385.00 $19,250.00 18 Grayson Ave 2" Grind SF 91,450 $1 $91,450.00 $0.62 $56,699.00 $0.75 $68,587.50 $0.48 $43,896.00 $0.55 $50,297.50 $0.80 $73,160.00 19 Grayson Ave 1" Leveling Course TON 650 $155 $100,750.00 $190.00 $123,500.00 $140.00 $91,000.00 $186.00 $120,900.00 $240.00 $156,000.00 $195.50 $127,075.00 20 Grayson Ave Fabric SY 10,000 $3 $30,000.00 $2.16 $21,600.00 $2.35 $23,500.00 $2.35 $23,500.00 $2.55 $25,500.00 $2.75 $27,500.00 21 Grayson Ave Road Section Extension SY 390 $70 $27,300.00 $166.00 $64,740.00 $90.00 $35,100.00 $169.00 $65,910.00 $220.00 $85,800.00 $255.00 $99,450.00 22 Grayson Ave 2" HMA TON 1,300 $155 $201,500.00 $150.00 $195,000.00 $175.00 $227,500.00 $194.00 $252,200.00 $185.00 $240,500.00 $180.50 $234,650.00 23 Grayson Ave Adjust Existing Manholes to Grade EA 9 $1,500 $13,500.00 $2,400.00 $21,600.00 $1,200.00 $10,800.00 $2,230.00 $20,070.00 $1,200.00 $10,800.00 $2,750.00 $24,750.00 24 Grayson Ave Adjust Existing G5 / Valve Box to Grade EA 21 $800 $16,800.00 $1,500.00 $31,500.00 $900.00 $18,900.00 $1,300.00 $27,300.00 $900.00 $18,900.00 $1,600.00 $33,600.00 25 Grayson Ave Adjust Existing Survey Monument to
Grade EA 1 $1,000 $1,000.00 $1,500.00 $1,500.00 $900.00 $900.00 $4,425.00 $4,425.00 $900.00 $900.00 $4,600.00 $4,600.00 26 Grayson Ave Adjust Utility Box to Grade EA 4 $1,500 $6,000.00 $1,900.00 $7,600.00 $1,850.00 $7,400.00 $2,235.00 $8,940.00 $1,850.00 $7,400.00 $2,750.00 $11,000.00 27 Grayson Ave Adjust Water Meter Box to Grade EA 1 $800 $800.00 $2,250.00 $2,250.00 $1,200.00 $1,200.00 $1,590.00 $1,590.00 $1,200.00 $1,200.00 $1,550.00 $1,550.00 28 Grayson Ave Concrete Bus Pad SF 1,400 $45 $63,000.00 $42.00 $58,800.00 $40.00 $56,000.00 $27.00 $37,800.00 $36.00 $50,400.00 $45.00 $63,000.00 29 Grayson Ave Curb and Gutter LF 350 $65.00 $22,750.00 $96.00 $33,600.00 $75.00 $26,250.00 $82.00 $28,700.00 $175.00 $61,250.00 $144.50 $50,575.00 30 Grayson Ave Sidewalk SF 610 $35.00 $21,350.00 $35.00 $21,350.00 $65.00 $39,650.00 $35.00 $21,350.00 $37.00 $22,570.00 $32.50 $19,825.00 31 Grayson Ave AC Ditch Form LF 1,150 $20.00 $23,000.00 $38.00 $43,700.00 $20.00 $23,000.00 $56.00 $64,400.00 $80.00 $92,000.00 $71.00 $81,650.00 32 Grayson Ave Thermoplastic SF 820 $8 $6,560.00 $8.00 $6,560.00 $15.00 $12,300.00 $8.00 $6,560.00 $8.00 $6,560.00 $8.00 $6,560.00 33 Grayson Ave Detail 21 LF 2,600 $2.00 $5,200.00 $5.50 $14,300.00 $4.50 $11,700.00 $5.50 $14,300.00 $5.50 $14,300.00 $5.50 $14,300.00 34 Grayson Ave Detail 27B LF 2,000 $2 $4,000.00 $2.50 $5,000.00 $1.50 $3,000.00 $2.50 $5,000.00 $2.50 $5,000.00 $2.50 $5,000.00 35 Grayson Ave Detail 39 LF 1,550 $3 $4,650.00 $2.50 $3,875.00 $1.50 $2,325.00 $2.50 $3,875.00 $2.50 $3,875.00 $2.50 $3,875.00 36 Grayson Ave Accessible Parking Striping LS 1 $500 $500.00 $650.00 $650.00 $1,500.00 $1,500.00 $650.00 $650.00 $650.00 $650.00 $650.00 $650.00 37 Grayson Ave Parking T EA 72 $25 $1,800.00 $35.00 $2,520.00 $35.00 $2,520.00 $35.00 $2,520.00 $35.00 $2,520.00 $35.00 $2,520.00 38 Grayson Ave Raised Blue Reflective EA 4 $15 $60.00 $20.00 $80.00 $25.00 $100.00 $20.00 $80.00 $20.00 $80.00 $20.00 $80.00 39 Pratt Ave East - Case CM Modified LS 1 $8,500 $8,500.00 $18,185.00 $18,185.00 $9,600.00 $9,600.00 $15,650.00 $15,650.00 $12,500.00 $12,500.00 $16,500.00 $16,500.00 40 Pratt Ave West - Case F Modified LS 1 $5,000 $5,000.00 $13,560.00 $13,560.00 $9,600.00 $9,600.00 $11,550.00 $11,550.00 $1,600.00 $1,600.00 $11,000.00 $11,000.00 41 Elmhurst Ave North - Case C Modified LS 1 $8,500 $8,500.00 $15,388.00 $15,388.00 $9,600.00 $9,600.00 $13,180.00 $13,180.00 $9,400.00 $9,400.00 $14,000.00 $14,000.00 42 Elmhurst Ave South - Case C Modified LS 1 $10,000 $10,000.00 $15,935.00 $15,935.00 $9,600.00 $9,600.00 $13,590.00 $13,590.00 $21,000.00 $21,000.00 $23,000.00 $23,000.00 43 Elmhurst Ave East - Case C Modified LS 1 $7,800 $7,800.00 $26,082.00 $26,082.00 $9,600.00 $9,600.00 $17,920.00 $17,920.00 $10,000.00 $10,000.00 $19,100.00 $19,100.00 44 Thermoplastic Pavement Markings SF 800 $8 $6,400.00 $8.00 $6,400.00 $15.00 $12,000.00 $10.00 $8,000.00 $8.00 $6,400.00 $8.00 $6,400.00 $1,600,307.00 $1,687,141.00 $1,743,564.25 $1,897,621.25 $1,994,902.00 $1,972,028.25 DESCRIPTION UNIT QUANTITY UNIT COST, $ ITEM TOTAL, $ UNIT COST, $ ITEM TOTAL, $ UNIT COST, $ ITEM TOTAL, $ UNIT COST, $ ITEM TOTAL, $ UNIT COST, $ ITEM TOTAL, $ UNIT COST, $ ITEM TOTAL, $ 1 Grayson Ave PCC Valley Gutter LF 1150 $75 $86,250.00 $103.00 $118,450.00 $114.00 $131,100.00 $51.00 $58,650.00 $135.00 $155,250.00 $108.00 $124,200.00 $86,250.00 $118,450.00 $131,100.00 $58,650.00 $155,250.00 $124,200.00 $1,686,557.00 $1,805,591.00 $1,874,664.25 $1,956,271.25 $2,150,152.00 $2,096,228.25 Argonaut Constructors
Bid Altermate 1

BASE BID

BID RESULTS
R23-79 Pavement Improvements Project - City of St Helena Ghilotti Brothers Inc.

Engineers Estimate
Team Ghilotti J.V. Lucas Paving Inc. Martin Brothers Construction

BID ALTERNATE
Bid Schedule
TOTAL
Agenda Item #9.3.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Administration
DATE: August 8, 2023
FROM: Lesley Milton, Asst. to the City Manager
SUBJECT: Approval and authorization for the City Manager to enter into the following contracts as part of the City's "Excellence in Service Delivery Initiative" with: (1) Three separate
agreements with CivicPlus for the following services: Civic Engage website services, Civic Rec recreation software, and See Click Fix citizen request management software totaling $96,199.08 [$46,132.83 for FY 2023-24 costs,$22,950.00 for FY 2024-25, and $27,116.25 for FY 2025-26] and (2) a
Professional Services Agreement with Tripepi Smith for
community communications support not-to-exceed $65,000.

RECOMMENDED
ACTION:

Approve the attached Resolution.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
PURPOSE:

The purpose of this item is to approve a collection of tools to successfully implement the City's Excellence in Service Delivery Initiative which seeks to improve delivery of services to the community in a variety of ways. This action includes acquisition of software programs for a new city website, a citizen response management platform for reporting issues or concerns digitally, a new registration and reservation system for the Recreation Department, and a new contract for supplemental communication support including
newsletters, press releases and social media posts. This collection of products and services will greatly enhance proactive communication and interactions with St. Helena citizens, showcase St. Helena to prospective businesses and visitors, realize staff efficiencies, and reduce response time to citizen requests.

FINANCIAL IMPACT: The fiscal impact is as follows:

CivicPlus
Year 1 Year 2 Year 3
Civic
Engagement $23,132.83 $7,950.00 $8,347.50
See Click
Fix $10,000.00 $10,500.00 $11,025.00
Civic Rec $13,000.00 $4,500.00 $7,743.75
Agenda Item #9.4.

TOTAL $46,132.83 $22,950.00 $27,116.25
CivicPlus
Total three-year costs: $96,199.08. Year 1 costs for
CivicPlus have been included in the adopted FY 2023-24
budget.

Tripepi Smith
The costs for the new agreement with Tripepi Smith for one year is not-to-exceed $65,000 and have been included in the adopted FY 2023-24 budget.

BACKGROUND:

Part of the City’s Excellence in Service Delivery Initiative (City Council Goals: Goal 4 Community Information and Engagement, and Goal 7 Organizational Effectiveness) includes acquisition of products and services that will enhance proactive communication and interactions with our citizens, showcase St. Helena to prospective businesses and visitors, realize staff efficiencies, and reduce response time to citizen requests.

As such, City staff has been exploring various software solutions to replace archaic systems and to help staff work more efficiently.

DISCUSSION:

After receiving quotes from several vendors and hosting demonstrations of software system platforms, the City has selected three different software programs to enhance communication and citizen connection, all under the umbrella of parent company CivicPlus. This item is requesting to contract with CivicPlus for three different services 1) Website design and hosting services, 2) Citizen Request Management Tool, and 3) Recreation reservation platform. Using these three platforms that are under the CivicPlus umbrella will also streamline the user registration process by allowing community members to have one login that they can use across each of the three platforms for a seamless user experience.

CivicPlus - Civic Engage (Website Service) – Attachment B The City launched the existing website in 2016 and has only had minimal updates since that time. The current software used is out-of-date and the contract term is on a year-toyear basis. There have been significant advances in website technologies and best practices since the City site launched including design options, mobile friendly design, and ADA best practices which our current software does not easily accommodate. The Civic Engage platform proposal includes several additional services that would help with citizen transparency including citizen notifications, calendaring subscriptions, video and photo slide show options, and a more intuitive platform. This software platform is based on responsive design to accommodate for the different ways of viewing the site such as mobile, tablet, or desktop.

Agenda Item #9.4.

CivicPlus - See Click Fix (CRM) – Attachment C
Citizen Request Management (CRM) software is a powerful tool that allows citizens to submit requests for issues directly, the requests will be categorized by urgency, send directly to the staff member responsible for the remedy, and will update the citizen when the request has been fulfilled. This program is good for citizens to report issues they see, but also for staff members to be able to track workloads and responsiveness of repairs and requests. See Click Fix appeared to staff to be the most intuitive program for external users, and had the most robust offerings for a reasonable cost to the City.

CivicPlus - Civic Rec (Recreation Software) – Attachment D The City currently contracts with ActiveNet to provide online recreation registration. The contract with ActiveNet is set to expire in 2024, and staff received several quotes and demonstrations to find the best software that would suit the needs of the department as well as host the best user experience for members of the public. Civic Rec had the most intuitive platform on the front and back end and also offers facility reservations and enhanced communication tools through the system. In trying to leverage contracts with the other two services above, the vendor has offered a significant discount on this program to allow configuration of this program while still engaged with the existing contract, which will ensure zero down time with transition.

Tripepi Smith - Strategic Communications Support – Attachment F In April of 2023, the City executed an initial $24,000 Professional Services Agreement (PSA) with Tripepi Smith for strategic communications support (Attachment E).

Enhancing the City's informational services was predicated upon the community's requests for more information about City projects, programs, services, and initiatives.

This firm is a government communications and engagement consultant that has capacity to either lead or supplement communications strategies for cities. The firm currently provides services to several cities around the state including the cities of Napa and American Canyon. The firm thus understands the needs of public agencies and has the expertise to provide informational services to our community. During the last few months, City staff has had the opportunity to work with Tripepi Smith and is satisfied with their level of support and would like to avail of their continued services.

The original contract (Attachment E Contract 2023-035) with Tripepi Smith was to provide communications services to update the City's reactive communication practice into a more proactive communication practice. Tripepi Smith was also contracted to help with content planning, development of a monthly newsletter, and press relations. Over the last few months, the City has launched a bi-weekly newsletter and enhanced informational services to the community with the help of Tripepi Smith. The firm will continue to provide supplemental social media support, limited design services, and be available for crisis communications. The firm will also support some major upcoming projects such as $32 million of Capital Improvement program over the next two years.

Agenda Item #9.4.

Staff recommends City Council authorize the contracts with CivicPlus and Tripepi Smith so that staff can continue to enhance informational services to the community through the City's website and through various other communications channels.

ENVIRONMENTAL REVIEW: Not a CEQA project.

DOCUMENTS ATTACHMENTS:

Attachment A - Draft Resolution
Attachment B CivicEngage
Attachment C CivicRec Contract
Attachment D SeeClickFix Contract
Attachment E Tripepi Smith Contract FY2023-035
Attachment F Tripepi Smith
Agenda Item #9.4.

CITY OF ST. HELENA
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST.

HELENA AUTHORIZING THE CITY MANAGER TO ENTER INTO

A COLLECTION OF FOUR CONTRACTS AS PART OF A

COMMUNICATIONS IMPROVEMENT INITIATIVE WITH CIVIC
PLUS FOR THE FOLLOWING SERVICES; CIVIC ENGAGE

WEBSITE SERVICES, CIVIC REC RECREATION SOFTWARE

AND SEE CLICK FIX CITIZEN REQUEST MANAGEMENT

SOFTWARE FOR A PERIOD OF THREE YEARS AT A TOTAL
NOT-TO-EXCEED COST OF $96,199.08 AND CONTRACT WITH

TRIPEPI SMITH FOR STRATEGIC COMMUNICATIONS
SUPPORT NOT-TO-EXCEED $65,000

RECITALS
A. The existing website was launched in 2016 and has only had minimal updates. The current software is out of date in addition to being extremely limiting and our current contract has exceeded the contract term and is now on a year to year basis.

B. Citizen Request Management software is a powerful tool that allows citizens to submit requests for issues directly, the requests will be categorized by urgency, send directly to the staff member responsible for the remedy and will update the citizen when the request has been fulfilled.

C. The exiting recreation software platform Active Communities software for scheduling and sign ups has received significant community feedback that it is difficult for customers to navigate and self-manage their accounts creating customer frustration and additional staff time to mitigate.

D. In April of 2023 the City executed a stop-gap contract with Tripepi Smith for strategic communications support, a government communications and engagement consultant in response to citizens requests for more information about city projects and initiatives.

E. In order to continue to provide the existing level of communication support though some of the major upcoming projects, such as $32 million of Capital Improvement program over the next two years, a new website, a citizen request portal, and strategic communications support are still needed.

Agenda Item #9.4.

F. The City has been exploring different software systems to replace archaic ones and to help staff work more efficiently and after receiving quotes from several vendors and hosting demonstrations of software system platforms, the City has selected three different software programs to enhance communication, citizen connection and responsiveness, all under the umbrella of parent Company Civic Plus.

G. Year 1 costs for Civic Plus have been included in the adopted FY 2023-24 budget. The costs for the new agreement with Tripepi Smith for one year is not-to-exceed $65,000 and have been included in the adopted FY 2023- 24 budget.

RESOLUTION
NOW, THEREFORE, the City Council of the City of St. Helena resolves as follows:
(1) Authorization for the City Manager to enter into three contracts with Civic Plus for the following services with approval subject to minor revisions as required by the City Attorney; Civic Engage, Civic Rec and See Click Fix for a total not-to-exceed cost of $96,199.08 and
(2) Authorization for the City Manager to enter into a contract for one year with Tripepi Smith for strategic communications support not-to-exceed $65,000
Approved at a Regular Meeting of the St. Helena City Council on August 8, 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 #9.4.

Civic Plus

AGREEMENT FOR PROFESSIONAL SERVICES

CIVICENGAGE SOFTWARE SERVICE AGREEMENT
THIS AGREEMENT, made and entered into on July 28, 2023 by and between the City of St. Helena, located in the County of Napa, State of California (“City” or “Customer”), and Civic Plus (“Consultant” or “CivicPlus”).

RECITALS:

A. City desires to employ Consultant to furnish professional services in connection with the project described as Civic Engage Software Service Agreement.

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, “Statement of Work” 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, “Statement of Work” (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 and approved by both parties during the initial meeting and are binding. The parties expressly agree that time is of the essence in the performance of this Agreement. Notwithstanding the foregoing, Consultant will not be liable or responsible for any delay in the time or completion of the Services due to the action or inaction of City
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, Page 1 attached hereto and made a part hereof. Compensation schedule will be as outlined in the Statement of Work as follows:

Total Investment – Initial Term: $23,132.83
Annual Recurring Services – Year 2: $7,950.00
Agenda Item #9.4.

Civic Plus
Year three and beyond: Additional Annual uplift of 5% starting after year 2 and added annually thereafter.

Total compensation shall not exceed $31,082.83 for the two-year contract period unless additional compensation is approved in accordance with Section 2.

B. Consultant shall furnish to City an original invoice for all Services and expenses incurred per the Invoice Schedule. 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 cumulative Agreement amount. 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.

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.

D. Invoice Schedule: Consultant will invoice 50% of the initial term upon signature of contract and 50% upon launch of product, and annually thereafter based on the contract signature date.

SECTION 5 – STANDARD OF PERFORMANCE
A. Consultant represents and confirms 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 (“Standard of Care”).

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
Reserved.

Agenda Item #9.4.

Civic Plus
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 or equivalent).

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

C. Cyber 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.

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.

Agenda Item #9.4.

Civic Plus
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) (collectively, “Liabilities”), incurred by reason of any negligent or otherwise wrongful act or omission of Consultant, its officers, 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 Agenda Item #9.4.

Civic Plus
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. 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 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 Agenda Item #9.4.

Civic Plus
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. Customer will own any website graphic designs, Services content, module content, importable/exportable data, and archived information (“Customer Content”) created by CivicPlus on behalf of Customer pursuant to this Agreement. “Customer Content” also includes, without limitation, any elements of text, graphics, images, photos, audio, video, designs, artworks, logos, trademarks, services marks, and other materials or content Agenda Item #9.4.

Civic Plus
which Customer provides to CivicPlus for processing, transmission, storage, or inputs into any website, software or module in connection with any Services. Customer Content excludes any content in the public domain and any content owned or licensed by CivicPlus, whether in connection with providing Services or otherwise.

B. Upon completion of the Project Development, Customer will take over the management and control of the Services and Customer will assume full responsibility for Customer Content not created by CivicPlus maintenance and administration. Customer, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content not created by CivicPlus. Customer hereby grants CivicPlus a worldwide, non-exclusive right and license to reproduce, distribute and display the Customer Content but only to the extent necessary to provide the Services. Customer owns all Customer Content. Customer agrees that CivicPlus shall not be responsible or liable for the content of messages created by Customer or by Customer’s Users or endusers who access Service. Notwithstanding the foregoing, CivicPlus retains the right, but not the obligation, to remove from its Services any Customer Content that is libelous, harassing, abusive, fraudulent, defamatory, excessively profane, obscene, abusive, hate related, violent, harmful to minors, that advocates racial or ethnic intolerance, intended to advocate or advance computer hacking or cracking, or other material, products or services that violate or encourage conduct that would violate any laws or third-party rights.

C. Customer shall have the ability to download the Customer Content and export the data that is processed through the Services (“Customer Data”) at all times during the Services.

CivicPlus shall export Customer Content and Customer Data and provide the Customer Content and Customer Data to Customer in a commonly used format, at any time during the Services , upon demand. Upon termination of the Services or this Agreement, whether or not Customer has retrieved or requested the Customer Content or Customer Data, CivicPlus may delete the Customer Content and Customer Data held in the Services thirty (30) days following termination of the Services or this Agreement. During the thirty (30) day period following termination of the Services or this Agreement, regardless of the reason for its termination, Customer will not have access to the Services except as necessary to effectuate the this section C.

D. Intellectual Property in the software or other original works created by or licensed to CivicPlus, including all software source code, documents, and materials used in performing the Services (“CivicPlus Property”) will remain the property of CivicPlus.

CivicPlus Property specifically excludes Customer Content. Customer shall not:
a) license, sublicense, sell, resell, reproduce, transfer, assign, distribute or otherwise commercially exploit or make available to any third party any CivicPlus Property in any way, except as specifically provided in the applicable SOW; b) adapt, alter, modify, or make derivative works based upon any CivicPlus Property;
c) create internet “links” to the CivicPlus Property software or “frame” or “mirror” any CivicPlus Property administrative access on any other server or wireless or internet-based device that may allow third-party entities, other than Customer, to use the Services;
Agenda Item #9.4.

Civic Plus
d) reverse engineer, decompile, disassemble, or otherwise attempt to obtain the software source code to all or any portion of the Services; e) make any attempt to gain unauthorized access to the Services and/or any of CivicPlus’ systems or networks; or
f) access any CivicPlus Property in order to:

1. build a competitive product or service,

2. build a product using similar ideas, features, functions or graphics of any CivicPlus Property, or

3. copy any ideas, features, functions or graphics of any CivicPlus Property.

The CivicPlus name, the CivicPlus logo, and the product and module names associated with any CivicPlus Property are trademarks of CivicPlus, and no right or license is granted to use them outside of the licenses set forth in this Agreement.

E. CivicPlus hereby grants Customer a limited, nontransferable, nonexclusive, nonassignable license to access and use the CivicPlus Property associated with the Services or this Agreement, for the term of this Agreement. The license set forth herein, shall only apply to the extent that Customer is using the Services for legitimate use as intended by the purpose of the Services.

F. All CivicPlus helpful information and user’s guides for the Services (“Documentation”) are maintained and updated electronically by CivicPlus and can be accessed through the CivicPlus “Help Center”. CivicPlus does not provide paper copies of its Documentation. Customer and its Users are granted a limited license to access Documentation as needed. Customer shall not copy, download, distribute, or make derivatives of the Documentation.

G. Customer acknowledges that CivicPlus may continually develop, alter, deliver, and provide to the Customer ongoing innovation to the Services, in the form of new features and functionalities. CivicPlus reserves the right to modify the Services from time to time.

Any modifications or improvements to the Services will be provided to the Customer at no additional charge. In the event that CivicPlus creates new products or significant enhancements to the Services (“New Services”).

H. CivicPlus in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Customer to CivicPlus in connection with its access to and use of the Services (all reports, comments and suggestions provided by Customer hereunder constitute, collectively, the “Feedback”). Customer hereby grants to CivicPlus a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback in the CivicPlus products and services.

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.

Agenda Item #9.4.

Civic Plus
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 reasonable 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.

SECTION 13 – SUSPENSION OF WORK
City may, at any time, by thirty (30) 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. In performing its obligations under this Agreement, Consultant shall do so in a manner which complies with applicable law.

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 Agenda Item #9.4.

Civic Plus
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 free and 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.

Agenda Item #9.4.

Civic Plus
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, and employees 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 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
Agenda Item #9.4.

Civic Plus
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, or sent by facsimile or first class mail, addressed as follows:

To City: City Manager
1088 College Avenue
St. Helena, California 94574
To Consultant: Steven Skok
Contract Manager
Civic Plus
302 South 4th Street
Suite 500
Manhattan, KS 66502
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile, or, if mailed, three (3) days after deposit in the custody of the U.S. Postal Service.

SECTION 21 – TERMINATION
A. Either Party may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to the other Party. 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 unless such default is remedied by the end of a thirty (30) day cure period.

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 Agenda Item #9.4.

Civic Plus
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. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing, Consultant may assign and transfer all of its rights under this Agreement by a sale of a majority of its assets or merger.

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.

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 terminate this Agreement upon the completion of a thirty (30) day cure periodafter 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 Agenda Item #9.4.

Civic Plus
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.

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
Agenda Item #9.4.

CivicPlus
302 South 4th St. Suite 500
Manhattan, KS 66502
US
Statement of Work
Quote #: Q-37367-1
Date: 2/8/2023 11:29 PM
Expires On: 6/30/2023
Client:

SAINT HELENA, CALIFORNIA
Bill To:

SAINT HELENA, CALIFORNIA
SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD
Steven Skok x [email protected] Net 30

QTY PRODUCT NAME DESCRIPTION PRODUCT
TYPE

4.00 Virtual Content Consulting -
CivicEngage
Virtual Content Consulting Up to 4 Hours - CivicEngage One-time

1.00 Annual - CivicEngage Central Annual - CivicEngage Central Renewable

1.00 CivicEngage Year 1 Annual Fee
Discount
Year 1 Annual Fee Discount Renewable

1.00 Hosting & Security Annual Fee -
CivicEngage Central
Hosting & Security Annual Fee - CivicEngage Central Renewable

1.00 CivicEngage Year 1 Annual Fee
Discount
Year 1 Annual Fee Discount Renewable

1.00 SSL Management – CP Provided
Only
SSL Management – CP Provided Only 1 per domain
(Annually Renews)
Renewable

1.00 CivicEngage Year 1 Annual Fee
Discount
Year 1 Annual Fee Discount Renewable

1.00 DNS and Domain Hosting Setup
(http://URL)
DNS and Domain Hosting Setup https://
www.cityofsthelena.org/
One-time

1.00 DNS and Domain Hosting Annual
Fee (http://URL)
DNS and Domain Hosting Annual Fee https://
www.cityofsthelena.org/
Renewable

1.00 CivicEngage Year 1 Annual Fee
Discount
Year 1 Annual Fee Discount Renewable

1.00 Premium Implementation -
CivicEngage
Premium Implementation One-time

1.00 48 Month Redesign Premium
Annual - CivicEngage Central
48 Month Redesign Premium Annual - CivicEngage
Central
Renewable
V. PD 06.01.2015-0048

Agenda Item #9.4.

QTY PRODUCT NAME DESCRIPTION PRODUCT
TYPE

1.00 CivicEngage Year 1 Annual Fee
Discount
Year 1 Annual Fee Discount Renewable
200.00 Content Development - 1 Page -
CivicEngage
Content Development - 1 Page - CivicEngage One-time

6.00 System Training (4h, virtual) -
CivicEngage
CivicEngage System Training - Virtual, Up to 4 Hours One-time List Price - Year 1 Total USD 32,193.58
Total Investment - Initial Term USD 23,132.83
Annual Recurring Services - Year 2 USD 7,950.00
Initial Term & Renewal Date
Initial Term Invoice Schedule 100% Invoiced upon Signature Date Renewal Procedure Automatic 1 year renewal term, unless 60 days notice provided prior to renewal date
Renewal Invoice Schedule Annually on date of signing
Annual Uplift starting in Year 2
This Statement of Work ("SOW") shall be subject to the terms and conditions of the CivicPlus Master Services Agreement and the applicable Solution and Services terms and conditions located at https://www.civicplus.help/hc/en-us/p/legalstuff (collectively, the "Binding Terms"), By signing this SOW, Client expressly agrees to the terms and conditions of the Binding Terms throughout the term of this SOW.

V. PD 06.01.2015-0048

Agenda Item #9.4.

Civic Plus

AGREEMENT FOR PROFESSIONAL SERVICES

CIVIC REC SOFTWARE SERVICE AGREEMENT
THIS AGREEMENT, made and entered into on July 28, 2023 by and between the City of St. Helena, located in the County of Napa, State of California (“City” or “Customer”), and Civic Plus (“Consultant” or “CivicPlus”).

RECITALS:

A. City desires to employ Consultant to furnish professional services in connection with the project described as Civic Rec Software Service Agreement.

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, “Statement of Work” 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, “Statement of Work” (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 and approved by both parties during the initial meeting and are binding. The parties expressly agree that time is of the essence in the performance of this Agreement. Notwithstanding the foregoing, Consultant will not be liable or responsible for any delay in the time or completion of the Services due to the action or inaction of City
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, Page 1 attached hereto and made a part hereof. Compensation schedule will be as outlined in the Statement of Work as follows:

Total Investment – Initial Term: $13,000.00
Recurring Services – Year 2: $4,500.00
Agenda Item #9.4.

Civic Plus
Recurring Services – Year 3: $7,743.75
Year three and beyond: Additional Annual uplift of 5% starting after year 3 and added annually thereafter.

Total compensation shall not exceed $25,243.00 for the three-year contract period unless additional compensation is approved in accordance with Section 2.

B. Consultant shall furnish to City an original invoice for all Services and expenses incurred per the Invoice Schedule. 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 cumulative Agreement amount. 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.

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.

D. Invoice Schedule: Consultant will invoice 50% of the initial term upon signature of contract and 50% upon launch of product, and annually thereafter based on the contract signature date.

SECTION 5 – STANDARD OF PERFORMANCE
A. Consultant represents and confirms 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 (“Standard of Care”).

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
Reserved.

Agenda Item #9.4.

Civic Plus
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 or equivalent).

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

C. Cyber 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.

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.

Agenda Item #9.4.

Civic Plus
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) (collectively, “Liabilities”), incurred by reason of any negligent or otherwise wrongful act or omission of Consultant, its officers, 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 Agenda Item #9.4.

Civic Plus
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. 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 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 Agenda Item #9.4.

Civic Plus
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. Customer will own any website graphic designs, Services content, module content, importable/exportable data, and archived information (“Customer Content”) created by CivicPlus on behalf of Customer pursuant to this Agreement. “Customer Content” also includes, without limitation, any elements of text, graphics, images, photos, audio, video, Agenda Item #9.4.

Civic Plus
designs, artworks, logos, trademarks, services marks, and other materials or content which Customer provides to CivicPlus for processing, transmission, storage, or inputs into any website, software or module in connection with any Services. Customer Content excludes any content in the public domain and any content owned or licensed by CivicPlus, whether in connection with providing Services or otherwise.

B. Upon completion of the Project Development, Customer will take over the management and control of the Services and Customer will assume full responsibility for Customer Content not created by CivicPlus maintenance and administration. Customer, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content not created by CivicPlus. Customer hereby grants CivicPlus a worldwide, non-exclusive right and license to reproduce, distribute and display the Customer Content but only to the extent necessary to provide the Services. Customer owns all Customer Content. Customer agrees that CivicPlus shall not be responsible or liable for the content of messages created by Customer or by Customer’s Users or endusers who access Service. Notwithstanding the foregoing, CivicPlus retains the right, but not the obligation, to remove from its Services any Customer Content that is libelous, harassing, abusive, fraudulent, defamatory, excessively profane, obscene, abusive, hate related, violent, harmful to minors, that advocates racial or ethnic intolerance, intended to advocate or advance computer hacking or cracking, or other material, products or services that violate or encourage conduct that would violate any laws or third-party rights.

C. Customer shall have the ability to download the Customer Content and export the data that is processed through the Services (“Customer Data”) at all times during the Services.

CivicPlus shall export Customer Content and Customer Data and provide the Customer Content and Customer Data to Customer in a commonly used format, at any time during the Services , upon demand. Upon termination of the Services or this Agreement, whether or not Customer has retrieved or requested the Customer Content or Customer Data, CivicPlus may delete the Customer Content and Customer Data held in the Services thirty (30) days following termination of the Services or this Agreement. During the thirty (30) day period following termination of the Services or this Agreement, regardless of the reason for its termination, Customer will not have access to the Services except as necessary to effectuate the this section C.

D. Intellectual Property in the software or other original works created by or licensed to CivicPlus, including all software source code, documents, and materials used in performing the Services (“CivicPlus Property”) will remain the property of CivicPlus.

CivicPlus Property specifically excludes Customer Content. Customer shall not:
a) license, sublicense, sell, resell, reproduce, transfer, assign, distribute or otherwise commercially exploit or make available to any third party any CivicPlus Property in any way, except as specifically provided in the applicable SOW; b) adapt, alter, modify, or make derivative works based upon any CivicPlus Property;
c) create internet “links” to the CivicPlus Property software or “frame” or “mirror” any CivicPlus Property administrative access on any other server or wireless or Agenda Item #9.4.

Civic Plus
internet-based device that may allow third-party entities, other than Customer, to use the Services;
d) reverse engineer, decompile, disassemble, or otherwise attempt to obtain the software source code to all or any portion of the Services; e) make any attempt to gain unauthorized access to the Services and/or any of CivicPlus’ systems or networks; or
f) access any CivicPlus Property in order to:

1. build a competitive product or service,

2. build a product using similar ideas, features, functions or graphics of any CivicPlus Property, or

3. copy any ideas, features, functions or graphics of any CivicPlus Property.

The CivicPlus name, the CivicPlus logo, and the product and module names associated with any CivicPlus Property are trademarks of CivicPlus, and no right or license is granted to use them outside of the licenses set forth in this Agreement.

E. CivicPlus hereby grants Customer a limited, nontransferable, nonexclusive, nonassignable license to access and use the CivicPlus Property associated with the Services or this Agreement, for the term of this Agreement. The license set forth herein, shall only apply to the extent that Customer is using the Services for legitimate use as intended by the purpose of the Services.

F. All CivicPlus helpful information and user’s guides for the Services (“Documentation”) are maintained and updated electronically by CivicPlus and can be accessed through the CivicPlus “Help Center”. CivicPlus does not provide paper copies of its Documentation. Customer and its Users are granted a limited license to access Documentation as needed. Customer shall not copy, download, distribute, or make derivatives of the Documentation.

G. Customer acknowledges that CivicPlus may continually develop, alter, deliver, and provide to the Customer ongoing innovation to the Services, in the form of new features and functionalities. CivicPlus reserves the right to modify the Services from time to time.

Any modifications or improvements to the Services will be provided to the Customer at no additional charge. In the event that CivicPlus creates new products or significant enhancements to the Services (“New Services”).

H. CivicPlus in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Customer to CivicPlus in connection with its access to and use of the Services (all reports, comments and suggestions provided by Customer hereunder constitute, collectively, the “Feedback”). Customer hereby grants to CivicPlus a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback in the CivicPlus products and services.

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 Agenda Item #9.4.

Civic Plus
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 reasonable 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.

SECTION 13 – SUSPENSION OF WORK
City may, at any time, by thirty (30) 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. In performing its obligations under this Agreement, Consultant shall do so in a manner which complies with applicable law.

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

Agenda Item #9.4.

Civic Plus
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 free and 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 Agenda Item #9.4.

Civic Plus
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, and employees 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 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.

Agenda Item #9.4.

Civic Plus
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, or sent by facsimile or first class mail, addressed as follows:

To City: City Manager
1088 College Avenue
St. Helena, California 94574
To Consultant: Steven Skok
Contract Manager
Civic Plus
302 South 4th Street
Suite 500
Manhattan, KS 66502
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile, or, if mailed, three (3) days after deposit in the custody of the U.S. Postal Service.

SECTION 21 – TERMINATION
A. Either Party may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to the other Party. 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 unless such default is remedied by the end of a thirty (30) day cure period.

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 Agenda Item #9.4.

Civic Plus
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. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing, Consultant may assign and transfer all of its rights under this Agreement by a sale of a majority of its assets or merger.

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.

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 terminate this Agreement upon the completion of a thirty (30) day cure periodafter 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 Agenda Item #9.4.

Civic Plus
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.

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
Agenda Item #9.4.

V. PD 06.01.2015-0048

CivicPlus
302 South 4th St. Suite 500
Manhattan, KS 66502
US
Statement of Work
Quote #: Q-40598-1
Date: 3/27/2023 12:29 PM
Expires On: 7/31/2023
Client:

SAINT HELENA, CALIFORNIA
Bill To:

SAINT HELENA, CALIFORNIA
SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD
Jessica Kehler x [email protected] Net 30

QTY PRODUCT NAME DESCRIPTION PRODUCT
TYPE

1.00 CivicRec Annual Fee CivicRec Annual Fee Renewable

1.00 CivicRec Pay Annual Fee - Forte CivicRec Pay Annual maintenance and support fee Renewable

1.00 CivicRec AudioEye Enterprise AudioEye Enterprise for CivicRec Renewable

1.00 CivicRec Premium Premium Package -Project Coordination -Branded Public Portal -Help Center Access -Access to Live Project
Support -Named Implementation Consultant
One-time

4.00 CivicRec Virtual Training (Half
Day Block)
Training (Virtual) - half day, up to 4 hours One-time

1.00 CivicRec Virtual Consulting (Half
Day Block)
Consulting (Virtual) - half day, up to 4 hours One-time

1.00 CivicRec Pay - Forte CivicRec Pay - Forte

1.00 CivicRec Pay Implementation -
Forte
Includes setting CivicPlus Pay configuration, configuring CivicPlus products for accepting payments, advanced
troubleshooting with our partner's support.

One-time
List Price - Year 1 Total USD 36,135.00
Total Investment – Year 1 USD 13,000.00
Annual Recurring Services - Year 2 USD 4,500.00
Annual Recurring Services - Year 3 USD 7,743.75
Initial Term & Renewal Date Beginning at signing and ending after 36 months.

Renewal Date is annually on date of signing.

Exhibit A Agenda Item #9.4.

V. PD 06.01.2015-0048

Initial Term Invoice Schedule 100% of the Total Investment - Year 1 invoiced at signing.

Renewal Procedure Automatic 1 year renewal term, unless 60 days notice provided prior to renewal date
Renewal Invoice Schedule Annually on Renewal Date
Annual Uplift 5% starting in Year 3
This Statement of Work ("SOW") shall be subject to the terms and conditions of the CivicPlus Master Services Agreement and the applicable Solution and Services terms and conditions located at https://www.civicplus.help/hc/en-us/p/legalstuff (collectively, the "Binding Terms"), By signing this SOW, Client expressly agrees to the terms and conditions of the Binding Terms throughout the term of this SOW.

Agenda Item #9.4.

Civic Plus

AGREEMENT FOR PROFESSIONAL SERVICES

SEECLICKFIX SOFTWARE SERVICE AGREEMENT
THIS AGREEMENT, made and entered into on July 28, 2023 by and between the City of St. Helena, located in the County of Napa, State of California (“City” or “Customer”), and Civic Plus (“Consultant” or “CivicPlus”).

RECITALS:

A. City desires to employ Consultant to furnish professional services in connection with the project described as SeeClickFix Software Service Agreement.

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, “Statement of Work” 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, “Statement of Work” (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 and approved by both parties during the initial meeting and are binding. The parties expressly agree that time is of the essence in the performance of this Agreement. Notwithstanding the foregoing, Consultant will not be liable or responsible for any delay in the time or completion of the Services due to the action or inaction of City
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, Page 1 attached hereto and made a part hereof. Compensation schedule will be as outlined in the Statement of Work as follows:

Total Investment – Initial Term: $10,000.00
Annual Recurring Services – Year 2: $10,500.00
Agenda Item #9.4.

Civic Plus
Year three and beyond: Additional Annual uplift of 5% starting after year 2 and added annually thereafter.

Total compensation shall not exceed $20,500.00 for the two-year contract period unless additional compensation is approved in accordance with Section 2.

B. Consultant shall furnish to City an original invoice for all Services and expenses incurred per the Invoice Schedule. 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 cumulative Agreement amount. 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.

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.

D. Invoice Schedule: Consultant will invoice 50% of the initial term upon signature of contract and 50% upon launch of product, and annually thereafter based on the contract signature date.

SECTION 5 – STANDARD OF PERFORMANCE
A. Consultant represents and confirms 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 (“Standard of Care”).

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
Reserved.

Agenda Item #9.4.

Civic Plus
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 or equivalent).

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

C. Cyber 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.

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.

Agenda Item #9.4.

Civic Plus
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) (collectively, “Liabilities”), incurred by reason of any negligent or otherwise wrongful act or omission of Consultant, its officers, 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 Agenda Item #9.4.

Civic Plus
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. 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 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 Agenda Item #9.4.

Civic Plus
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. Customer will own any website graphic designs, Services content, module content, importable/exportable data, and archived information (“Customer Content”) created by CivicPlus on behalf of Customer pursuant to this Agreement. “Customer Content” also includes, without limitation, any elements of text, graphics, images, photos, audio, video, designs, artworks, logos, trademarks, services marks, and other materials or content Agenda Item #9.4.

Civic Plus
which Customer provides to CivicPlus for processing, transmission, storage, or inputs into any website, software or module in connection with any Services. Customer Content excludes any content in the public domain and any content owned or licensed by CivicPlus, whether in connection with providing Services or otherwise.

B. Upon completion of the Project Development, Customer will take over the management and control of the Services and Customer will assume full responsibility for Customer Content not created by CivicPlus maintenance and administration. Customer, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content not created by CivicPlus. Customer hereby grants CivicPlus a worldwide, non-exclusive right and license to reproduce, distribute and display the Customer Content but only to the extent necessary to provide the Services. Customer owns all Customer Content. Customer agrees that CivicPlus shall not be responsible or liable for the content of messages created by Customer or by Customer’s Users or endusers who access Service. Notwithstanding the foregoing, CivicPlus retains the right, but not the obligation, to remove from its Services any Customer Content that is libelous, harassing, abusive, fraudulent, defamatory, excessively profane, obscene, abusive, hate related, violent, harmful to minors, that advocates racial or ethnic intolerance, intended to advocate or advance computer hacking or cracking, or other material, products or services that violate or encourage conduct that would violate any laws or third-party rights.

C. Customer shall have the ability to download the Customer Content and export the data that is processed through the Services (“Customer Data”) at all times during the Services.

CivicPlus shall export Customer Content and Customer Data and provide the Customer Content and Customer Data to Customer in a commonly used format, at any time during the Services , upon demand. Upon termination of the Services or this Agreement, whether or not Customer has retrieved or requested the Customer Content or Customer Data, CivicPlus may delete the Customer Content and Customer Data held in the Services thirty (30) days following termination of the Services or this Agreement. During the thirty (30) day period following termination of the Services or this Agreement, regardless of the reason for its termination, Customer will not have access to the Services except as necessary to effectuate the this section C.

D. Intellectual Property in the software or other original works created by or licensed to CivicPlus, including all software source code, documents, and materials used in performing the Services (“CivicPlus Property”) will remain the property of CivicPlus.

CivicPlus Property specifically excludes Customer Content. Customer shall not:
a) license, sublicense, sell, resell, reproduce, transfer, assign, distribute or otherwise commercially exploit or make available to any third party any CivicPlus Property in any way, except as specifically provided in the applicable SOW; b) adapt, alter, modify, or make derivative works based upon any CivicPlus Property;
c) create internet “links” to the CivicPlus Property software or “frame” or “mirror” any CivicPlus Property administrative access on any other server or wireless or internet-based device that may allow third-party entities, other than Customer, to use the Services;
Agenda Item #9.4.

Civic Plus
d) reverse engineer, decompile, disassemble, or otherwise attempt to obtain the software source code to all or any portion of the Services; e) make any attempt to gain unauthorized access to the Services and/or any of CivicPlus’ systems or networks; or
f) access any CivicPlus Property in order to:

1. build a competitive product or service,

2. build a product using similar ideas, features, functions or graphics of any CivicPlus Property, or

3. copy any ideas, features, functions or graphics of any CivicPlus Property.

The CivicPlus name, the CivicPlus logo, and the product and module names associated with any CivicPlus Property are trademarks of CivicPlus, and no right or license is granted to use them outside of the licenses set forth in this Agreement.

E. CivicPlus hereby grants Customer a limited, nontransferable, nonexclusive, nonassignable license to access and use the CivicPlus Property associated with the Services or this Agreement, for the term of this Agreement. The license set forth herein, shall only apply to the extent that Customer is using the Services for legitimate use as intended by the purpose of the Services.

F. All CivicPlus helpful information and user’s guides for the Services (“Documentation”) are maintained and updated electronically by CivicPlus and can be accessed through the CivicPlus “Help Center”. CivicPlus does not provide paper copies of its Documentation. Customer and its Users are granted a limited license to access Documentation as needed. Customer shall not copy, download, distribute, or make derivatives of the Documentation.

G. Customer acknowledges that CivicPlus may continually develop, alter, deliver, and provide to the Customer ongoing innovation to the Services, in the form of new features and functionalities. CivicPlus reserves the right to modify the Services from time to time.

Any modifications or improvements to the Services will be provided to the Customer at no additional charge. In the event that CivicPlus creates new products or significant enhancements to the Services (“New Services”).

H. CivicPlus in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Customer to CivicPlus in connection with its access to and use of the Services (all reports, comments and suggestions provided by Customer hereunder constitute, collectively, the “Feedback”). Customer hereby grants to CivicPlus a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback in the CivicPlus products and services.

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.

Agenda Item #9.4.

Civic Plus
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 reasonable 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.

SECTION 13 – SUSPENSION OF WORK
City may, at any time, by thirty (30) 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. In performing its obligations under this Agreement, Consultant shall do so in a manner which complies with applicable law.

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 Agenda Item #9.4.

Civic Plus
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 free and 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.

Agenda Item #9.4.

Civic Plus
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, and employees 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 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
Agenda Item #9.4.

Civic Plus
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, or sent by facsimile or first class mail, addressed as follows:

To City: City Manager
1088 College Avenue
St. Helena, California 94574
To Consultant: Steven Skok
Contract Manager
Civic Plus
302 South 4th Street
Suite 500
Manhattan, KS 66502
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile, or, if mailed, three (3) days after deposit in the custody of the U.S. Postal Service.

SECTION 21 – TERMINATION
A. Either Party may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to the other Party. 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 unless such default is remedied by the end of a thirty (30) day cure period.

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 Agenda Item #9.4.

Civic Plus
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. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing, Consultant may assign and transfer all of its rights under this Agreement by a sale of a majority of its assets or merger.

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.

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 terminate this Agreement upon the completion of a thirty (30) day cure periodafter 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 Agenda Item #9.4.

Civic Plus
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.

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
Agenda Item #9.4.

CivicPlus
302 South 4th St. Suite 500
Manhattan, KS 66502
US
Statement of Work
Quote #: Q-37576-1
Date: 2/15/2023 8:31 AM
Expires On: 6/30/2023
Client:

SAINT HELENA, CALIFORNIA
Bill To:

SAINT HELENA, CALIFORNIA
SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD
Bryan Mertz x [email protected] Net 30

QTY PRODUCT NAME DESCRIPTION PRODUCT
TYPE

1.00 SeeClickFix Request Unlimited gov user licenses for service request management tool to intake citizen submissions via mobile app. Assign requests internally, resolve issues and
measure request performance. Includes support and
virtual training services.

Renewable

1.00 Marketplace App Annual Marketplace App Annual Renewable List Price - Year 1 Total USD 15,611.09
Total Investment - Initial Term USD 10,000.00
Annual Recurring Services - Year 2 USD 10,500.00
Initial Term & Renewal Date 12 Months
Initial Term Invoice Schedule 100% Invoiced upon Signature Date Renewal Procedure Automatic 1 year renewal term, unless 60 days notice provided prior to renewal date
Renewal Invoice Schedule Annually on date of signing
Annual Uplift 5% starting in Year 2
This Statement of Work ("SOW") shall be subject to the terms and conditions of the CivicPlus Master Services Agreement and the applicable Solution and Services terms and conditions located at https://www.civicplus.help/hc/en-us/p/legalstuff (collectively, the "Binding Terms"), By signing this SOW, Client expressly agrees to the terms and conditions of the Binding Terms throughout the term of this SOW.

V. PD 06.01.2015-0048

Agenda Item #9.4.

NIH-Clll\lll2ACl'l'-\l’£0177'°726

AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on April 25, 2023 by and between the City of St. Helena, located in the County of Napa. State of California (City), and Tripepi Smith and Associates, Inc. (Consultant).

RECITALS:

A. City desires to employ Consultant to furnish professional services in connection with the projectdescribed as City Communications Support Services.

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

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

SECTION I — BASIC SERVICES
Consultant agrees to perform the sen ices set forth in Exhibit A, “Scope of Services” and made part ofthis 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 “Sen ices"). unless such additional Services and compensation are authorized in advance and in writing by the City Council or City Manager ofthe City.
— 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 he 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 $24.000 unlcss additional compensation is approved in accordance with Section 2. B. Consultant shall furnish to City an original invoice for ll work performed and expenses incurredduring the preceding month. The invoice shall detail charges by the following categories if applicable: labor (by sub-category). travel. materia s. equipment, supplies, subconsultant contracts. and miscellaneous expenses. Page I of l3 "pl 5 t KL L
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Agenda Item #9.4.

City shall independently review each invoice submitted to determine whether the work performed and expenses incurred are in compliance \\ith 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 in\ oice. 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 \vork 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, 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 Seniccs 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 quali?ed 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.
— City may inspect and accept or reject any of Consultants work under this Agreement, either during performance or when completed. City shall reject or ?nally 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 ofany ofConsu|tant’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to. the sections penaining to indemnification and insurance.

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Agenda Item #9.4.

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:
l. lnsurance Services Office Commercial General Liability coverage (occurrence form CG OOOI).

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

3. Workers‘ Compensation insuranceas requiredby the State ofCalifornia and Employer's Liability Insurance.

B. MinimumLimits oflnsurance. Consultant shall maintain limits no less than:
l. General Liability: $l.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: $l.000.000 per accident for bodily injury and property damage.

3. Employers Liability:$l,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 $l,000,000 of professional liability insurance combined single limit for each occurrence, insuring against professional errors and omissionsin the Services performed by Consultant under this Agreement, including, without limitation, claims for negligence. misrepresentation, violation of good faith D. Excess Limits.
|fConsultant maintains higher limits than the minimums shown above, City requires and shall be entitled to coxerage for the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insuranceand coverage shall be available to the City. E. Primarv 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. Page 3 of l3 'lrpcpiSmilh/\
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Agenda Item #9.4.

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

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

I. The City, its agent. of?cers. of?cial . employees, and \olunteers 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.

For any claims related to Consultant‘s conduct while performing the work ofthis project, the Consultantis insurance coverage shall be primary insurance as respects the City. its agents. officers. of?cials. employees and volunteers. Any insurance or self-insurance maintained by the City. its agents, of?cers. of?cials, employees or volunteers shall be excess of the Consu|tant‘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 im alid under Subsection (b) ofSeetion 2782 ofthe Civil Code. !\D
H. Waiver of Subrouation. Consultant's commercial general liability, automobile liability, workers‘ compensation, and employers liability policies shall be endorsed with a waiver of subrogation. The insurance company. in it endorsement, agrees to waive all rights of subrogation against the City. its agents. of?cer . of?cials. employees and volunteers for losses paid under the terms ofthis policy which arises from the work performed by the named insured for the City.

I. The Accegtability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no lessthan A: Vll. unless other\ ise acceptable to the City.

J. Veri?cation ofCoverage. Consultant hall furnish the City with original certi?cates on provided the City or on forms that conform to City requirements. All certi?cates and endorsements are to be recei cd and approved by the City before work commences. The City reserves the right to require complete. certi?ed copies of all required insurance policies, including endorsement allecting the coverage required by these speci?cations at any time. SECTION 8 — INDEMNIFICATION A. To the fullest extent allotted by law (including without limitation California Civil Code Sections 2782 and 2782.8). as may be applicable. Con ultant shall indemnify, defend, and hold harmlessCity, its agents. of?cers. of?cials. employees. representatives. and volunteersfrom any and all claims, demands, suits, loss, damage , injury. and or liability (including any and all costs and expenses in connection therewith, including legal fees and expert witness costs) Page 4 of 13 Tnpcpr Smith Agreement - April 2023
Agenda Item #9.4.

(collectively, “Liabilities”), incurred by reason of any negligent or otherwise wrongful act or omission of Consultant, its officers, agents, employees. subeonsultants, and subcontractors, or any ofthem, 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, of?cers. oflicials. 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 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 ofthis 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 ofConsultant.

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 acceptable to City, such acceptance not to be unreasonably withheld. lndemnitees need not have lirst paid for any ofthe matters to which lndemnitees are entitled to Indemni?cation in order to be so indemni?ed. 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 terminationofthis 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 yyillful 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 imestigation and disposition of all Liabilities arising out ofthe 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 subconsultantsto agree to, the indemnity and insurance substanceofthose contained in this Agreement. SECTION 9 — INDEPENDENT CONTRACTOR STATUS A. Consultant is and shall at all times remain a \vholly 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. \vhether 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 perfonning the Services under this Agreement on behalfof Consultant shall at all times be under Consultant’s exclusiye direction and control. Neither City. nor any Page 5 of l3 lr 1.pI$ll1ll Awe;-ment /\pn|20Z3 Agenda Item #9.4.

elected or appointed boards, of?cers. of?eials. 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 Consultants of?cers. employees or agents. shall obtain any rights to retirement. health care or any other bene?ts 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 of?cer or principal of its ?rm, 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 Consu|tant’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 of?cer. employee, agent, or subcontractor without 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 understandsand acknowledges that Consultant is. as oftlie date of execution of this Agreement, independently involved in the performance of non-related Services for other governmental agencies and private parties. Consultant is il\‘\a|‘€ 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 interestfor purposes ofthis 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 subconlractor(s) subconsultant(s) and their respective employees providing Services pursuant to the Agreement are (l) in good standing; (2) have not been
employees and subcontractor(s) subconsultant(s) employees do not participate in any fraudulent or corrupt activities. Consultant acknowledge 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 pur uant 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 ofthe Consultant. When requested by City. but no laterthan three years after project Page 6 of l3 Tripcpi Smilli Agreement - April 2023
Agenda Item #9.4.

completion, Consultant shall deliver to City all uch original maps, models, designs. drawings, photographs,studies, surveys. reports, data. note .computer ?les. ?les 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 ofTitle I7 ofthe United States Code. Without reservation, limitation.or condition, Consultant hereby assigns, at the time of creation of the Work Products, \vithout any requirement of further consideration, exclusively and perpetually, an) and all right. title. and interest Consultant may have in the Work Product throughout the world. includingwithout limitation any copyrights. patents, trade secrets, or other intellectual propeny rights, all rights of reproduction. all right to create derivative works. and the right to secure registrations, renewals.reissues. and e\tensions 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 conlidential. 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 Cll) without prior written authorization from the City Manager, except as may be required by Ian.

B. Consultant. its of?cers. employees, agent or subcontractors, shall not. without prior written authorization from the City Manager or unle s 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 sucl1court order or subpoena.

C. If Consultant. or any of?cer. employee. agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement. then City shall have the right to reimbursementand indemnity from Consultant for any damages. costs and fees, includingattorneys” fees. caused by or incurred as a
D. Consultant shall promptly notify Cl!) 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 retains the right. but ha 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 \\ith the opportunity to review any response to discovery requests provided by Consultant. However, this rightto review any such response does not imply or mean the right by City to control. direct.or rewrite such re ponse.

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SECTION I3 — 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 itselfinformed ofand 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, of?cers, 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 ofthis contract. Consultant agrees as follows:

A. Egual Emplovment Opportunitv. In connection with the execution ofthis Agreement, Consultant shall not discriminate against any employee or applicant tor employment because of race, religion, color, ancestry, age. sexual orientation. gender. gender identity and gender expression as protected categories speci?cally and expressi\ely 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: layoll or termination; rate of pay or other forms of compensation; and selection for training including apprenticeship.

B. NondiscriminationCivil Rights Act of I964. Consultant will comply with all federal regulations relative to nondiscriminationto federal] -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 obligations under this Agreement and the regulations relative to nondiscrimination. SECTION 16 — COMPLIANCE WITH CALIFORNIA LABOR CODE RE!QUIREMENTS A. Consultant is aware of the requirements of California Labor Code Sections I720 et seq. and I770 et seq., which require the payment fprevailing wage rates and the performance of other requirements on certain “public works" and "maintenance" projects (“Prevailing Wage Laws"). If the services are being performed a part of an applicable “public works" or "maintenance“ project. as defined by the Pre ailing Wage Laws. and ifthe total compensation is $l,000 or more, Consultant agrees to fully compl with such PrevailingWage Laws. Consultant shall defend, indemnify and hold the Cit . it o?icials. officers. employees and agents free and Page 8 of l3 Tnpepi Smith Agreement - April 2023
Agenda Item #9.4.

1-.~...g~
harmless from any claims. liabilities. co t . penaltie or interest arising out of any failure or alleged failure to comply with the Prc\ai|ing Wage a\ . It shall be mandatory upon the Consultant and all subconsultantsto comply \ ith all California Labor Code provisions. which include but are not limited to prevailing \ ages (Labor ode Sections I771. 1774 and 1775), employment of apprentices (Labor Code Section l777.5), certified payroll records (Labor Code Sections l77I.4 and I776), hours of labor (Labor Code Sections 1813 and I815) and debarment of contractors and subcontractors (Labor Code ection l777.l). The requirement to submit certified payroll records directly to the Labor ommi ioner under Labor Code section l77l .4 shall not apply to work performed on a public \ orks project that is exempt pursuant to the small project exemption speci?ed in Labor Code Section l77l.4.

B. If the services are being perlormed a part ol an applicable "public works" or "maintenanee“ project, then pursuant to Labor ode Sections 1725.5 and l77l.l, 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 l725.5 and l77l.l 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 l725.5 and l77l.l.

C. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be onsultant's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against onsultant or any subcontractor that affect Consu|tant‘s performance of services. including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting lrom such stop orders shall be considered Consultant caused delay and shall not be compensablc by the City. Consultant shall defend, indemnify and hold the City, its oflicials. oflicers. employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of IndustrialRelations against Consultant or any subcontractor.

SECTION 17 — AUDIT AND INSPECTION OF RECORDS
A. Records of Consultanfs direct labor costs. payroll costs, and reimbursable expenses to a to from the date ofConsultant‘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 Cit) to audit. e\amine 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 Page 9 of I3 IHPL5 ll A rcemcnt April! 23 Agenda Item #9.4.

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.

MLI?
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-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 pro?ts or revenue. arising out of or in connection with this Agreement or the Services performed hereunder.

SECTION I9 — 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 lor carrying out the work as outlined in the Exhibit A, "Scope of Services", shall be furnished to Consultant in e\ery 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 lirst class mail, addressed as follows:

To City: City Manager
I088 College Avenue
St. Helena.California 94574
To Consultant: Tripepi Smith and Associates, Inc. Attn: Ryder Todd Smith PO. Box 52512 Irvine, CA 92619 Notice shall be deemed effecti\e on the date personally delivered or transmitted by facsimile, email. or, if mailed. three (3) day after deposit in the custody of the US. Postal Service.SECTION 21- TERMINATION 103Page of
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Agenda Item #9.4.

A. City may terminate this Agreement. \ ith or without cause, at any time by giving ten (I0) days written notice of termination to Consultant If such notice is given. Consultant shall cease immediatelyall work in progress.

B. If either Consultant or City tail 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 perlormed 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 ofreasonable attorneys‘ fees, costs and expen es. in addition to any other reliefto which it may be entitled. In addition. any legal fees. costs and expenses incurred to enforce the provisions ofthis Agreement shall be reimbursedto the prevailing party.

SECTION 23 — ENTIRE AGREEMENT
This Agreement, including the attached xhibits. is the entire, complete, ?nal 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 ofthis 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 consent SECTION 25
— CONTINUITY OF PERSONNEL Consultant shall make every reasonable effort to maintain the stability and continuity of Consu|tant’s staff assigned to perform the Services required under this Agreement. Consultant shall notify City of any changes in Consu|tant’s staff assigned to perform the Services required under this Agreement, priorto any such performance. SECTION 26 — DEFAULT In the event that Consultant is in default under the terms ofthis Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed Page ll ofl3 Ir a I gm.

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Agenda Item #9.4.

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 ofthe 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 ofthe provisions ofthis Agreement.

SECTION 28 — LAW TO GOVERN; VENUE
This Agreement shall be interpreted. construed and governed according to the laws ofthe 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 ol'Calilo1'nia,in San Francisco.

SECTION 29 — SEVERABILITY
If any term, condition or covenant of this Agreement is declared or determined by any coun of competentjurisdiction 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).

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 bene?ciary of their subconsultant agreements. Nothing contained in this Agreement, however, shall operate to confer such or similar rights or bene?ts on persons or entities not party to this Agreement.

As betweenthe parties to this Agreement, any applicable statute olilimitationsfor 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 ofCity‘s issuanceofthe ?nal Certi?cate for Payment, or termination ofthis Agreement. \vhichever is earlier, except for latent defects and/or de?ciencies, for which the applicable statute oflimitation shall begin to run upon discovery of the defect and/or de?ciency and its cause. SECTION 32 — SPECIAL PROVISIONS
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This Agreement issubject to the folIo\ pro none. peions: I cm
l IN WITNESS WllEREOl'. the panic have made, and executed this accepted, Agreement upon the terms, conditions. and pro\ and ebo the year tated. day first above written.

Consultant: it):

By: B):

Name: Ryder Todd Smith Na Comelo Anil
me: Title: President Titl Cit) Manager
e:

Approved as to Form:

By:

Name: Ethan Walsh
Title: City Attorney
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- Agenda Item #9.4.

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SCOPE OF SERVICES
Ongoing Support
To coordinate our efforts with City Staff and sustain momentum on projects, Tripepi Smithwillschedule a recurring, one-hour bi—weeklyphone call that willinclude a designated lead for our engagement. These weekly callswillhelp drive content planning for various communications channels, including website articles, press releases and social media posts and stories. Call content willfocus on story plans, new issues or concerns that need to be communicated, identification of major themes or ideas to address in the coming weeks, review of recent media mentions and social media comments and sharing of communication opportunities uncovered. Thiswillbe a working call during which Tripepi Smith willmanage an agenda and provide notes for each call.After each call, the client willreceive an action summary email about decisions made on the phone call and related action steps. We willproduce work, such as press releases and article drafts, in a shared workspace where the City can see our progress in real-time and provide instant feedback as needed. These tools allowfor enhanced collaboration and expedite the production process.

Tripepi Smith willcreate a monthly city news summary consisting of content from each month's City Manager weekly reports to produce a "City Corner" piece for the local paper. The articlewillbe up to 1250 words summarizing relevant updates from the past month. This willbe distributed in The Star per an existing arrangement the City Manager has struckwith the paper.

Content Creation: Social media content creation involves: planning,fact-checking,sourcing graphics, grammar checking and scheduling the post. Tripepi Smith willcreate up to three (3) posts per week over the course of a month (or generally 12 a month) and distribute them on up to five (5) platforms(e.g. Facebook, lnstagram, Twitter, Linkedln, Nextdoor).

Monitoring: Tripepi Smith willmonitor inboxes for questions and comments. When appropriate, responses willbe drafted, whichwilloccasionally require fact-checking and seeking out guidance from the City.

Additional:Our work also includes optimizing socialmedia accounts to boost performance and keeping up to date on the latest social media platformupdates and options. Boosted posts and targeted ads are also helpfulin disseminatinginformationto community members, and Tripepi Smith is fullycapable of running and trackingthese paid campaigns (fees to be agreed upon and paid by the City).

Tripepi Smith can draft news articles, press releases and/or officialstatements, whichcan run up to 500 words up at two stories in the newsletter ifthe City chooses to pursue a quarterly newsletter. The City would direct the allocationof stories with Tripepi Smith's suggestions, makinginternal subject matter experts available to aid the development of the stories when needed. Additionally,this assumes the City would provide a media and external agencies notification listfor use by Tripepi Smith where a press release scenario is desired. The City would also facilitate timely approval of quotes in the release when connected with City Staff.Tripepi Smith willmaintain contact with media in the local area. 11 SMITH -rstechnology affa cpub
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COST PROPOSAL
Ongoing Support Fees
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0 Story drafting and press relations(1 story per month) TOTAL: $5,900 / month - discounted at $450/month to $5, 450
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$185
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Agenda Item #9.4.

Tripepi Smithwillincrease the hourlyrates and retainer fees for all resources by five percent (5%) or the national CPIindex—whicheveris higher-each year on the anniversary of the contract, starting on the first anniversary of any contract when the contract duration is longer than one year. Otherwise, new rates willb e negotiated with each new contract renewal period.

When client monthly retainers exceed six-thousand—five-hundreddollars($6,750) a month, they have acces s
to
our reduced Hourly— Retainer rates noted below. Otherwise, any ad hoc work done outside the scope of Retainer would be at the Hourly- Standard rates.

Other Costs
Because Tripepi Smith offers a broad set of services, including extensive content production, we have so me other content production-related fees that may come up during our engagement that we want to tell you about
Travel costs must be pre-authorized and then willbe reimbursed by the City for any requested travel. Tra vel costs to be covered are for airfare, lodging and car rental. IfTripepi Smith is requested to be onsite, we invoice for travel time at half rate of the resource‘s applicable HourlyRate.

Tripepi Smith offers some services that require equipment, such as drone operations and video productio n. As such, in those cases, the followingrates apply:

Half Day Full Day
Video Equipment $350 $550
Drone Equipment N/A $500
0 Five-hundred-fiftydollars($550) for a fullday of video equipment use (includes full set of video equipment). Full day is defined as a shoot lasting four (4) or more hours. 0 Three-hundred-fiftydollars ($350) for a half day of video equipment use. Halfday is defined as anything under four (4) hours of video production. Allsuch expenses willbe authorized by the Tow n prior to fee being assessed.
- Five-hundred dollars ($500) per day drone fee applies and is not inclusiveof the drone operator ti m
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Agenda Item #9.4.

Typically,Tripepi Smith prefersto have service providers bill the client directly to avoid additional administrativecosts and because we have no economic interest in the service provider selection. If Smith is asked to pay the billfor the client, we willapply a ten percent (10%) agency fee to the rei mb
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Print Costs: Tripepi Smith is happy to use a printer of the client's choosing for print production wor k,
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recommend a printer with whom we have experience.

DigitalAdvertising:Tripepi Smith is a Google Partner and Constant Contact Solution Providerand Facebook Certified staff. We consider digital platformsto be a cornerstone element of any outreac h
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Media Placement:Tripepi Smith can help liaiseon behalf of the Town for advertising space within mediums, such as newspapers, magazines or websites.

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PublicCEO
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— digital interest stories about the people in local
government
FlashVote
— planning, implementing, measuring civic surveys
TS Talent Solutions
— talent search services for local government and related agencies
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Agenda Item #9.4.

Tripepi Smith Agreement – August 2023

AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on August 8, 2023 by and between the City of St. Helena, located in the County of Napa, State of California (City), and Tripepi Smith (Consultant).

RECITALS:

A. City desires to employ Consultant to furnish professional services in connection with the project described as City Communications Support Services.

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 $65,000 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. 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 Agenda Item #9.4.

Tripepi Smith Agreement – August 2023
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.

SECTION 7 – INSURANCE REQUIRED
Agenda Item #9.4.

Tripepi Smith Agreement – August 2023
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.

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.

Agenda Item #9.4.