St. Helena City Council
August 22, 2023











  


 




 











 

 



 











 





 

 







  
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Agenda Item #9.11.

Anil Comelo Digitally signed by Anil Comelo
Date: 2023.08.15 16:26:18
-07'00'
Agenda Item #9.11.

 











 


  
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Agenda Item #9.11.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Human Resources
DATE: August 22, 2023
FROM: Mandy Kellogg, Administrative Services Director
SUBJECT: 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 certain Mid-Management classifications covered under the Unrepresented Compensation Program.

RECOMMENDED
ACTION:

Approve the attached resolution.

PREVIOUS COUNCIL
ACTION:

July 26, 2022 - Approval of MOU
June 13, 2023 - Adoption of Budget
July 25, 2023 - Approval of FY 2023-24 Salary Schedule

STATEMENT OF THE
PURPOSE:

Approve and adopt salary schedules for Unrepresented
classifications, which includes Mid-management
classifications, banding the salaries for the Project Manager, Public Works Operations Manager, Senior Planner, and
Treatment Plant Manager classifications effective July 1, 2023.

FINANCIAL IMPACT: The fiscal impact for FY 2023-24 is an additional $22,000 and will require a budget adjustment as follows:

Fund Amount
General Fund (101) $18,700
Water Fund (561) $1,600
Wastewater Fund (571) $1,700
BACKGROUND:

On July 25, 2023, the City Council authorized approval of the Mid-Management Salary Schedule effective July 1, 2023, which included a 10% salary adjustment for all classifications. The City continues to compete for talent with the surrounding jurisdictions which is becoming more difficult as the City's salaries are significantly lower. Therefore, the approved increases will improve retention and make the City more competitive in the job market.

City staff also continues to evaluate equity between the classifications and may make recommendations from time to time to adjust salaries based on the analysis.

Agenda Item #9.12.

DISCUSSION:

The City currently has funded 11 Mid-Management positions that perform a variety of high-level work for the City of St. Helena. During a recent analysis of the duties performed by each classification and their educational requirements it was determined that it would be appropriate to band classifications together based on similar demands within the classifications for the purpose of equity in compensation.

Staff is recommending banding salaries for the following classifications:
• Project Manager
• Public Works Operations Manager
• Senior Planner
• Treatment Plant Manager
This recommendation will require a salary adjustment to the classifications as follows:

Classification Current Max
Salary
Proposed Max
Salary % Increase
Project Manager 137,183 144,200 5.1%
Public Works
Operations
Manager
142,861 144,200 0.9%
Senior Planner 132,700 144,200 8.7%
Treatment Plant
Manager* 144,200 144,200 N/A
*This position is currently unfunded and will remain unfunded/unfilled in FY 2023-24.

Each of these positions performs critical functions for the organization and is responsible for managing significant projects that the City is currently delivering. Staff is recommending that the salary adjustments be effective July 1, 2023.

This action requires that the City Council approves updated salary schedules that reflect adjusted salaries. As a public employer, the City must abide by the Government Code when establishing and reporting employee compensation. The California Code of Regulations (CCR) Title 2, Section 570.5 (Section 570.5) provides that each pay schedule meets the following requirements:
• Has been duly approved and adopted by the employer’s governing body in accordance with requirements of applicable public meeting laws. • Identifies the position title for every employee position. • Shows the pay rate for each position.
• Indicates the time base for each pay rate.
• CalPERS uses the City’s pay schedules to determine final compensation and to calculate retirement benefits for the City’s employees. Inaccurate pay schedules Agenda Item #9.12.

could negatively impact an employee’s final retirement calculation or delay receipt of the appropriate retirement compensation.

The salary schedules included in Attachment A meet the requirements of California Code of Regulations (CCR) Title 2, Section 570.5 (Section 570.5).

DOCUMENTS ATTACHMENTS:

Resolution FY23-24 Updated Mid Management Salary Schedules Attachment A - FY23-24 Mid Management Salary Schedule Effective 2023.07.01 Agenda Item #9.12.

CITY OF ST. HELENA
RESOLUTION NO. 2023-__
Duly adopting and approving publicly available pay schedule for Mid-Management Classifications in accordance with the
requirement of California Code of Regulations, Title 2, Section 570.5, which includes revised salary schedules for the Project Manager, Public Works Operations Manager, and Senior Planner Classifications effective July 1, 2023 and Approving a Budget Adjustment in the Amount of $22,000 for the Salary Adjustments.

RECITALS
A. The City of St. Helena contracts with the California Public Employee’ Retirement System (“CalPERS”) to provide retirement benefits for its employees; and B. Pursuant to California Code of Regulations, Title 2, Section 570.5, CalPERS requires governing bodies of local agencies contracting with CalPERS to approve and adopt a publicly available pay schedule in accordance with public meeting laws; and C. During a recent analysis of the duties performed by each classification and their educational requirements it was determined that it would be appropriate to band classifications together based on similar demands within the classifications for the purpose of equity in compensation; and
D. Staff is recommending banding the Project Manager, Public Works Operations Manager, Senior Planner, and Treatment Plant Manager classifications; and E. Each of these positions performs critical functions for the organization and is responsible for managing significant projects that the City is currently delivering; and F. Therefore, staff desires to update the Mid-Management salary schedule to band the Project Manager, Public Works Operations Manager, Senior Planner, and Treatment Manager salaries effective July 1, 2023.

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

1. That the City of St. Helena Publicly Available Salary Schedules as follows:
a. Attachment A – Mid-Management Salary Schedule Effective July 1, 2023
Agenda Item #9.12.

are hereby approved and adopted in accordance with the requirements of California Code of Regulations, Title 2, Section 570.5, and

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

3. Approval of a budget adjustment to General Fund (101) in the amount of $18,700, Water Fund (561) in the amount of $1,600, and Wastewater Fund (571) in the amount of $1,700 for the salary adjustments.

Approved at a Regular Meeting of the St. Helena City Council on August 22, 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 #9.12.

CITY OF ST. HELENA PUBLICLY AVAILABLE SALARY SCHEDULE
Classification Timebase* A  B  C  D  E
Management Analyst Annual 91,739 96,326                  101,142                  106,199               111,509 Monthly 7,645 8,027 8,429 8,850 9,292
Hourly 44.11 46.31 48.63 51.06 53.61
Senior Management Analyst Annual                 100,315                  105,330                  110,597                  116,127               121,933 Monthly 8,360 8,778 9,216 9,677                  10,161 Hourly 48.23 50.64 53.17 55.83 58.62
Public Works Assistant Operations Annual                 107,041                  112,393                  118,013                  123,913               130,109 Monthly 8,920 9,366 9,834 10,326                  10,842 Hourly 51.46 54.04 56.74 59.57 62.55
Senior Planner Annual                 118,634                  124,566                  130,794                  137,334               144,200 Monthly 9,886 10,380 10,899 11,444                  12,017 Hourly 57.04 59.89 62.88 66.03 69.33
Project Manager Annual                 118,634                  124,566                  130,794                  137,334               144,200 Monthly 9,886 10,380 10,899 11,444                  12,017 Hourly 57.04 59.89 62.88 66.03 69.33
Public Works Operations Manager Annual                 118,634                  124,566                  130,794                  137,334               144,200 Monthly 9,886 10,380 10,899 11,444                  12,017 Hourly 57.04 59.89 62.88 66.03 69.33
Treatment Plant Manager Annual                 118,634                  124,566                  130,794                  137,334               144,200 Monthly 9,886 10,380 10,899 11,444                  12,017 Hourly 57.04 59.89 62.88 66.03 69.33
Lieutenant Annual                 129,060                  135,513                  142,288                  149,403               156,873 Monthly 10,755 11,293 11,857 12,450                  13,073 Hourly 62.05 65.15 68.41 71.83 75.42
Chief Building Official Annual                 131,683                  138,267                  145,180                  152,439               160,061 Monthly 10,974 11,522 12,098 12,703                  13,338 Hourly 63.31 66.47 69.80 73.29 76.95
Senior Civil Engineer Annual                 132,854                  139,497                  146,471                  153,795               161,485 Monthly 11,071 11,625 12,206 12,816                  13,457 Hourly 63.87 67.07 70.42 73.94 77.64
Assistant Public Works Director Annual                 140,249                  147,261                  154,624                  162,356               170,473 Monthly 11,687 12,272 12,885 13,530                  14,206 Hourly 67.43 70.80 74.34 78.06 81.96
Confidential Positions
Management Analyst (1) Annual 91,739 96,326                  101,142                  106,199               111,509 Monthly 7,645 8,027 8,429 8,850 9,292
Hourly 44.11 46.31 48.63 51.06 53.61
Senior Management Analyst (1) Annual                 100,315                  105,330                  110,597                  116,127               121,933 Monthly 8,360 8,778 9,216 9,677                  10,161 Hourly 48.23 50.64 53.17 55.83 58.62
Mid‐Management Exempt
Approved and Adopted August 22, 2023
Effective July 1, 2023
FY 2023‐2024
Steps
Administrative Services Department Page 1 8/15/2023

ATTACHMENT A
Agenda Item #9.12.

CITY OF ST. HELENA PUBLICLY AVAILABLE SALARY SCHEDULE
Approved and Adopted August 22, 2023
Effective July 1, 2023
FY 2023‐2024
Classification Timebase* A  B  C  D  E
Assistant to City Manager (1) Annual                 116,975                  122,824                  128,965                  135,413               142,184 Monthly                     9,748                    10,235                     10,747                     11,284                  11,849 Hourly                     56.24                      59.05                       62.00                       65.10                    68.36 Human Resources Manager (1) Annual                 116,975                  122,824                  128,965                  135,413               142,184 Monthly                     9,748                    10,235                     10,747                     11,284                  11,849 Hourly                     56.24                      59.05                       62.00                       65.10                    68.36 Finance Manager (1) Annual                 128,673                  135,106                  141,861                  148,955               156,402 Monthly                   10,723                    11,259                     11,822                     12,413                  13,034 Hourly                     61.86                      64.95                       68.20                       71.61                    75.19 Assistant Administrative Services Director Annual                 138,204                  145,114                  152,370                  159,988               167,988 Monthly                   11,517                    12,093                     12,697                     13,332                  13,999 Hourly                     66.44                      69.77                       73.25                       76.92                    80.76 *Annual timebase payrate is rounded up to the nearest whole dollar, while all other timebase payrates are rounded to the nearest cent (1) Confidential Positions receive a 3% pay differential that is added to the employee's base salary. Confidential as defined is an employee having access in the course of his/her duties to confidential information on the employer's labor relations.

Steps
Administrative Services Department Page 2 8/15/2023
Agenda Item #9.12.

Agenda Report to the City Council
Agenda Section: NEW BUSINESS
Department: Administration/Planning
DATE: August 22, 2023
FROM: Ethan Walsh, City Attorney
SUBJECT: Consideration of an Ordinance of the City Council of the City of St. Helena adopting an Urgency Ordinance
enacting a moratorium on the issuance of any permit or
other entitlement for the demolition or expansion of
existing residential units and accessory structures located within the Twenty-acre Agricultural (A-20) district and determining the Ordinance to be exempt from CEQA.

RECOMMENDED
ACTION:

Staff recommends that the City Council:

1. Adopt an Urgency Ordinance of the City Council of
the City of St. Helena enacting a moratorium on the
issuance of any permit or other entitlement for the
demolition or expansion of existing residential units
and accessory structures located within the Twentyacre Agricultural (A-20) district, and determining the Ordinance to be exempt from CEQA.

PREVIOUS COUNCIL
ACTION:

None

STATEMENT OF THE
PURPOSE:

To enact a moratorium on the issuance of any permit or
other entitlement for the demolition or expansion of
existing residential units and accessory structures located within the Twenty-acre Agricultural (A-20) district
FINANCIAL IMPACT: No fianancial impact is anticipated in adopting this Urgency Ordinance.

BACKGROUND:

Government Code Section 65858 authorizes the City to adopt an interim Urgency Ordinance to protect the public safety, health and welfare and to prohibit uses which may be in conflict with a contemplated general plan or zoning proposal which the City is considering, studying or intends to study within a reasonable time.

The City is currently engaged in a comprehensive update of its Zoning Code to bring it into conformity with the City’s 2040 General Plan Update adopted in June 2019. As part of the Zoning Code update, the City is considering amendments to zoning regulations for the Twenty-Acre Agriculture (A-20) District, including but not limited to, revisions to development standards governing maximum ground floor area and maximum lot coverage for residential units and accessory structures.

Agenda Item #12.1.

A primary focus of the General Plan is to protect the rural, small town quality and agricultural character of St. Helena. (General Plan, 1-2.) General Plan Policy LU 5.1 discourages conversion of existing farmland to non-agricultural uses. General Plan Policy LU 5.3 strictly limits development on properties existing at the time of the adoption of the General Plan that are designated as agricultural land.

Pursuant to St. Helena Municipal Code Section 17.20.010, the purpose of the A-20 District is to preserve agricultural land uses and provide for future orderly development as the urban limit line is adjusted to accommodate urban growth. The A-20 District restricts the density of residential use and stipulates the location and area of residential development to promote preservation of agricultural land use and reduce impacts to the provision of infrastructure as the urban area of the City expands.

DISCUSSION:

Given the City’s consideration of the proposed zoning amendments, and in light of recent applications received by the City for the development of property within the A-20 District, the City Council desires to establish, on an urgency basis, a temporary moratorium on the demolition or expansion of existing residential units and accessory structures located within the A-20 District. The approval of any demolition or expansion of existing residential units during the moratorium period could conflict with the zoning regulations for the A-20 District that the City Council, Planning Commission and Community Development staff are currently considering, and would adversely impact the implementation of any zoning amendments which may be adopted by the City.

In order to prevent the frustration of any contemplated zoning regulations now being considered, and the introduction of potentially nonconforming land uses that could conflict with the City’s later-adopted Zoning Code update, the public interest, health, safety and welfare require the immediate enactment of this Urgency Ordinance. The City Council has determined that a temporary moratorium on the demolition or expansion of existing residential units and accessory structures located within the A-20 District will allow the City time to complete its review and adopt appropriate zoning regulations in conformance with the General Plan and its policies to preserve the agricultural character of the City.

An urgency ordinance adopted pursuant to Government Code section 65858 must be adopted by at least a 4/5 vote of the City Council. The ordinance is only effective for 45 days unless, after a noticed public hearing, the City Council extends the ordinance for 10 months and 15 days. The ordinance may be extended a second time for one additional year. City staff anticipates that this ordinance would remain in effect until the updated Zoning Code is adopted, at which point the urgency ordinance would be rescinded.

ENVIRONMENTAL REVIEW:

CEQA
Agenda Item #12.1.

This Urgency Ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly; it prevents changes in the environment pending the completion of the contemplated zoning code revisions and related impact studies.

DOCUMENTS ATTACHMENTS:

St. Helena - Urgency Ordinance - Moratorium re A-20 District (revised)-c1 Agenda Item #12.1.

URGENCY ORDINANCE NO. _____

AN URGENCY ORDINANCE OF THE CITY COUNCIL OF
THE CITY OF ST. HELENA IN ACCORDANCE WITH
GOVERNMENT CODE SECTION 65858 ENACTING A

MORATORIUM ON THE ISSUANCE OF ANY PERMIT OR

OTHER ENTITLEMENT FOR THE DEMOLITION OR

EXPANSION OF EXISTING RESIDENTIAL UNITS AND

ACCESSORY STRUCTURES LOCATED WITHIN THE
TWENTY-ACRE AGRICULTURE (A-20) DISTRICT
THE CITY COUNCIL OF THE CITY OF ST. HELENA DOES ORDAIN AS FOLLOWS:

SECTION 1. Findings. In accordance with the California Government Code Section 65858 and in order to protect the public health, safety and welfare, the City Council of the City of St. Helena makes certain findings as follows:

A. Government Code Section 65858 authorizes the City to adopt an interim Urgency Ordinance to protect the public safety, health and welfare and to prohibit uses which may be in conflict with a contemplated general plan or zoning proposal which the City is considering, studying or intends to study within a reasonable time.

B. The City is currently engaged in a comprehensive update of its Zoning Code to bring it into conformity with the City’s 2040 General Plan Update adopted in June 2019 (“General Plan”).

C. As part of the Zoning Code update, the City is considering amendments to zoning regulations for the Twenty-Acre Agriculture (A-20) District, including but not limited to, revisions to development standards governing maximum ground floor area and maximum lot coverage for residential units and accessory structures.

D. A primary focus of the General Plan is to protect the rural, small town quality and agricultural character of St. Helena. (General Plan, 1-2.) General Plan Policy LU 5.1 discourages conversion of existing farmland to non-agricultural uses. General Plan Policy LU 5.3 strictly limits development on properties existing at the time of the adoption of the General Plan that are designated as agricultural land.

E. Pursuant to St. Helena Municipal Code Section 17.20.010, the purpose of the A-20 District is to preserve agricultural land uses and provide for future orderly development as the urban limit line is adjusted to accommodate urban growth. The A-20 District restricts the density of residential use and stipulates the location and area of residential development to promote Agenda Item #12.1.

preservation of agricultural land use and reduce impacts to the provision of infrastructure as the urban area of the City expands.

F. Given the City’s consideration of the proposed zoning amendments, and in light of recent applications received by the City for the development of property within the A-20 District, the City Council desires to establish, on an urgency basis, a temporary moratorium on the permitting of any demolition or expansion of existing residential units and accessory structures located within the A-20 District. The City Council finds and determines that the approval of any demolition or expansion of existing residential units during the moratorium period could conflict with zoning regulations for the A-20 District that the City Council, Planning Commission and Community Development staff are currently considering, and would adversely impact the implementation of any zoning amendments that may be adopted by the City.

G. In order to prevent the frustration of any contemplated zoning regulations now being considered, and the introduction of potentially nonconforming land uses that could conflict with the City’s later-adopted Zoning Code update, the public interest, health, safety and welfare require the immediate enactment of this Urgency Ordinance. The City Council has determined that a temporary moratorium on the permitting of any demolition or expansion of existing residential units and accessory structures located within the A-20 District will allow the City time to complete its review and adopt appropriate zoning regulations in conformance with the General Plan and its policies to preserve the agricultural character of the City.

SECTION 2. Moratorium. The City Council hereby enacts this Interim Urgency Ordinance under section 65858, subdivision (a), of the California Government Code, which allows the City to adopt an Interim Urgency Ordinance by not less than a fourfifths vote, to protect the public safety, health, and welfare by prohibiting any use that may be in conflict with a zoning proposal that the City Council, Planning Commission, or Community Development Department of the City is considering or studying or intends to study within a reasonable time. Accordingly, pending adoption of the Zoning Code update, which includes amendments to regulations related to the Twenty-Acre Agriculture (A-20) District, the City of St. Helena shall not issue any discretionary permits required for thepermit any demolition or expansion of an existing residential unit or accessory structure located within the A-20 District..

SECTION 3. Definitions. For purposes of this Urgency Ordinance, the following definitions shall apply:

A. “Residential unit” has the same definition as “dwelling unit” set forth in 17.04.160.B of the St. Helena Municipal Code, which defines “dwelling unit” as:

Agenda Item #12.1.

“A building or portion of a building including one or more rooms which is designed or used as a residence for one family or housekeeping unit with facilities for living, sleeping, cooking and dining.

In determining the number of units in a particular building or group of buildings, the city shall consider and weigh any or all of the following factors: the design of any building, including the internal floor plan and the availability of access between various parts of the building; the fixtures and furnishings installed or capable of being installed; the number and types of different rooms (including their actual or potential uses); the size of any building; the number of families or housekeeping units actually or capable of occupying the building; the location of the building; the number and location of primary entrances to the building; and any other factor that may be relevant. In making this determination with respect to proposed new uses, the city shall give primary consideration to design-related factors. In making this determination with respect to existing uses, the city may give primary consideration to the number of families actually using the premises, or to design-related factors, or to both, as may be appropriate under the circumstances. No building shall be deemed to be a dwelling with a fewer number of units based on its actual use if the design-related factors indicate that it has a greater number of units.”
B. “Accessory structure” has the same definition as “accessory structure” set forth in Section 17.116.030.C.2 of the St. Helena Municipal Code, which defines “accessory structure” as “a structure that is accessory and incidental to a dwelling located on the same lot.”
SECTION 4. Urgency. The City Council hereby finds and determines that adoption of this Urgency Ordinance is necessary for the current and immediate protection of the public health, safety, and welfare of the City and its residents for all the reasons set forth in the Findings above, which are hereby expressly incorporated by reference as though fully set forth herein.

SECTION 5. Permitting Prohibited. No new discretionary permit, approval, or other entitlement for any demolition or expansion of any existing residential unit or accessory structure may be issued while this moratorium or any extension of it is in effect. Ministerial building and demolition permits may be issued for those projects which received discretionary permit approval prior to enactment of this urgency ordinance, or for those projects that do not require discretionary review under the City Zoning Code.

Agenda Item #12.1.

SECTION 6. Compliance with California Environmental Quality Act. The City Council finds that this Urgency Ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly; it prevents changes in the environment pending the completion of the contemplated zoning code revisions and related impact studies.

SECTION 7. Severability. If any section or provision of this Urgency Ordinance is for any reason held to be invalid or unconstitutional by any court of competent jurisdiction, or contravened by reason of any preemptive legislation, the remaining sections and/or provisions of this Urgency Ordinance shall remain valid. The City Council hereby declares that is would have adopted this Urgency Ordinance, and each section or provision thereof, regardless of the fact that any one or more section(s) or provision(s) may be declared invalid or unconstitutional or contravened via legislation.

SECTION 8. Effective Date. This Urgency Ordinance is declared an urgency measure necessary for the immediate protection and preservation of the public peace, health, safety, and welfare for the reasons stated above, and it takes effect immediately upon adoption by the City Council by at least a four-fifths vote.

SECTION 9. Written Report. At least ten (10) days before this Urgency Ordinance or any extension expires, the City Manager shall issue a written report describing the measures taken to alleviate the conditions which led to the adoption of this Urgency Ordinance.

SECTION 10. Publishing. The City Clerk shall certify to the passage of this Urgency Ordinance and cause the same or a summary thereof to be published within fifteen (15) days after adoption in a newspaper of general circulation, printed and published in St. Helena, California.

SECTION 11. Term. This Ordinance is an Urgency Ordinance enacted pursuant to Government Code section 65858. The term of this Urgency Ordinance shall be for forty five (45) days from the date of adoption and shall expire and be of no further force or effect, unless and until extended in accordance with Government Code Section 65858.

THE FOREGOING ORDINANCE was adopted as an urgency ordinance by a four-fifths vote at a regular meeting of the St. Helena City Council on the ___ day of __________, 2023, by the following vote:

AYES:

NOES:

ABSENT:

Agenda Item #12.1.

ABSTAIN:

APPROVED:
___________________________________
Paul Dohring, Mayor
ATTEST:

CITY OF ST. HELENA
___________________________________
Cindy Tzafopoulos, City Clerk
I, CINDY TZAFOPOULOS, CITY CLERK of the City of St. Helena, California, do hereby certify that the foregoing Urgency Ordinance was approved by a four-fifths vote at a regular meeting of the City Council on the ___ day of __________, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Agenda Item #12.1.

Agenda Report to the City Council
Agenda Section: NEW BUSINESS
Department: Finance
DATE: August 22, 2023
FROM: Mandy Kellogg, Administrative Services Director
SUBJECT:

Discussion and consideration of whether to authorize the issuance of a Letter of Commitment to extend an existing City Loan Agreement for the Hunt’s Grove Apartment
complex, a 56 unit affordable housing complex in the City of St. Helena, and approval of an Option to Ground Lease Agreement for the same Hunt’s Grove Apartment complex
with BRIDGE Housing Corporation and Napa Valley
Housing Corporation (and/or its Limited Partner affiliate) with the intent to approve a resolution approving:

1. Loan Extension: A letter of commitment to provide
an extension to the maturity date of a promissory
note between the City of St. Helena and Hunt
Avenue Associates for up to 57 years from the
current maturity date of February 1, 2024, extending
the maturity date to February 1, 2081; and

2. New Ground Lease Option: Approving a new
ground lease option for a 99-year term and annual
rent in the amount of $1.00 per year between the
City of St. Helena, a municipal corporation, as
optionor ("City"), and BRIDGE Housing Corporation,
a California nonprofit public benefit corporation
('BRIDGE"), and Napa Valley Housing Corporation,
a California nonprofit public benefit corporation
("NVHC"), and their respective permitted
successors and assigns hereunder (jointly and
collectively, "Optionee").

RECOMMENDED
ACTION:

Approve the attached resolution authorizing the City
Manager to execute the proposed letter of commitment to provide the proposed extension and the ground lease
option agreement.

PREVIOUS COUNCIL
ACTION:

June 28, 2022 - Loan Extension

STATEMENT OF THE
PURPOSE:

The purpose is to provide a letter of commitment to
BRIDGE Housing Corporation to support a loan extension
and option agreement for a new ground lease, which
would allow BRIDGE, NVHC and its affiliates to seek
Agenda Item #12.2.

additional low-income tax credit financing to rehabilitate the apartment complex and extend the length of
affordability for this complex.

FINANCIAL IMPACT: If City Council provides direction to accept the revised Rent terms of the proposed ground lease the fiscal impact will be a loss of $5,000 annually plus a potential 50% of the Net Operating Income per the terms of the current
lease agreement.

BACKGROUND:

Hunt Avenue Associates was formed as a limited partnership on July 23, 1990, to develop and operate a 56-unit rental housing complex called Hunt’s Grove Apartments located at 548 Hunt Avenue in St. Helena. Hunt Avenue Associates is controlled by its general partner, Hunt Avenue, Inc., which is a non-profit organization, under the control of the Board of Directors of BRIDGE Housing Corporation and Napa Valley Community Housing.

On May 1, 1991, a ground lease was entered into by and between the City of St. Helena and BRIDGE Housing Corporation. The Partnership, Hunt Avenue Associates LP then sub-leased the land on which the Project was built from BRIDGE. The initial lease term was for 55-years commencing on August 7, 1991, expiring in 2046.

On June 11, 1991, the City Council approved a resolution approving a promissory note and deed of trust between BRIDGE Housing and the City related to fees due to the City in the amount of $762,752 that were deferred at the issuance of the building permits.

The date of the note is June 18, 1991 and the note receivable accrues simple interest at 3% with a maturity date of August 8, 2022. BRIDGE Housing was required to make an initial payment to the note in the amount of $242,707 plus simple interest reducing the principal balance to $520,045, this payment was made on August 8, 1992.

BRIDGE Housing Corporation originally contacted City staff in May 2022 to request an 18-month extension of the City of St. Helena loan which matured on August 1, 2022, to allow for a refinancing of existing debt. This extension was approved by City Council on June 28, 2022.

DISCUSSION:

In March 2023, BRIDGE Housing Corporation contacted City staff to request a 57-year extension of the City of St. Helena loan and a new 99-year ground lease to enable a more comprehensive resyndication and rehabilitation of the property. There exists a unique opportunity for rehabilitation incentives this year due to California Debt Allocation Committee (“CDLAC”) setting aside additional funding for 4% Low Income Housing Tax Credit (“LIHTC”) projects that qualify as “Preservation Projects”. BRIDGE has determined that Hunt’s Grove, along with the sister property La Pradera in Calistoga, would both qualify for this unique set aside. This rehabilitation/resyndication is one of the only avenues that allows BRIDGE Housing Corporation to adequately fund and Agenda Item #12.2.

address the physical needs on the site that cannot be otherwise addressed with existing property reserves or proceeds from a refinancing. BRIDGE and NVCH anticipate that the rehabilitation work will be focused on exterior improvements that would include new siding, stairwell replacements, roof replacement, accessibility improvements, energy improvements.

For the rehabilitation/resyndication, a new limited partnership will be formed, Hunt Pradera II LP, which will purchase the old limited Partnership, Hunt Avenue Associates LP. Hunt Pradera II LP will be controlled by its managing general partner, Hunt Pradera LLC, a limited liability corporation, with BRIDGE Housing Corporation and Napa Valley Community Housing as co-members of the LLC.

BRIDGE Housing Corporation and Napa Valley Community Housing, through the new partnership Hunt Pradera II LP, will be applying for a new allocation of 4% Low Income Housing Tax Credits on September 6, 2023, which requires all projects to maintain a minimum low-income use period of 55-years, including all soft debt financing terms and ground leases.

Loan Extension
In order for the rehabilitation/resyndication of the tax credits to be viable, BRIDGE and NVCH have requested that the existing loan be extended, should they receive tax credit approval. In order to submit their application to the California Tax Credit Allocation Committee (“CTCAC”), they must be able to demonstrate that if the tax credit application is approved, the City will extend the existing loan. The City would demonstrate its commitment to extend the loan by sending a “letter of commitment” to CTCAC stating that the City will extend the term of the loan in the event that the tax credit application is approved.

The outstanding balance of the loan is $243,187. In addition, $188,262 in accrued interest will be recorded through May 1, 2024 (i.e., the projected closing date), leaving the total balance due to the City $431,449 to the following funds:

Fund Note and Interest Due
Water Impact (764) $258,853
Sewer Impact (774) $172,596
Total $431,449
The request for the extension to the maturity date of the promissory note for 57 years from the current maturity date of February 1, 2024, will extend the maturity date to February 1, 2081. The new principal balance will be $431,449 (i.e., outstanding principal balance and all outstanding accrued interest up to May 1, 2024). The note would accrue interest at the “applicable federal rate” at the time of construction closing for the proposed rehabilitation work. The applicable federal rate is set on a monthly basis by Agenda Item #12.2.

the IRS, and over the past few years has been slightly higher than 3%, ranging between approximately 3.5% and 4.1%.

Ground Lease
On May 15, 1991, the First Amended and Restated Land Lease (“Lease”) was entered into by and between the City of St. Helena, a municipal corporation, as landlord, (“City”) and BRIDGE Housing Corporation a California non-profit public benefit corporation, as tenant, (“BRIDGE”). The Partnership sub-leases the land on which the Project was built from BRIDGE. The initial lease term was for 55 years commencing on August 7, 1991, expiring in 2046.

Under the current ground lease, the City receives Five Thousand Dollars ($5,000) per year ("Basic Land Rent") due and payable in advance in two (2) equal semi-annual installments of $2,500.00 each, paid on the anniversary of the Completion Date and six months after such date, plus Additional Rent. Additional Rent is equal fifty percent (50%) of the Net Operating Income of the Development for the prior fiscal year as determined based on the audited financial statement for the Development. Historically, the City has received Additional Rent in an average amount of approximately $16,000 over the past 5 years.

Bridge and NVCH are seeking to update the Ground Lease for two primary purposes:

First, they would be unable to secure tax credits with the remaining term on the Ground Lease limited to 23 years. Second, the structure of the original ground lease is outdated and it would benefit both parties to bring it up to current standards. They are therefore asking for an option that would allow them to establish a new limited partnership that would enter into a new ground lease that would include the following terms:

1. Term of Ground Lease. The Ground Lease shall become effective immediately following the full execution by the parties there to and shall end ninety-nine (99) years from the date of construction commencement of the Project.

2. Rent. The Lessee would pay the landlord annual rent in the amount of $1.00 per year.

3. Project Use. The Project shall be used during the term of the Ground Lease only for affordable housing and 100% of the residential housing units therein, (except any manager units) in the Project shall be both rent-restricted and occupied by households earning no more than 120% or less of the Area Median Income (“AMI”) with at least twenty-seven (27) of said units restricted to households earning 80% AMI as determined and published by TCAC and derived, in part, by income limits from the United States Department of Housing and Urban Development for the County of Napa, adjusted for household size, and approved ancillary uses, including the provision of community services.

The proposed Option Agreement provides that during the option term, the City and BRIDGE/NVCH (or their successor limited partnership) would negotiate in good faith regarding the terms of an extended ground lease, based on the basic terms set forth above. The Optionee would not be able to exercise the option unless they secured construction financing for the proposed rehabilitation of the affordable housing.

Agenda Item #12.2.

DOCUMENTS ATTACHMENTS:

Addendum to Staff Report
Resolution Approving Commitment Letter and Option to Ground Lease-BRIDGE Debt Extension Commitment Letter_ St. Helena
Option to Ground Lease - City of St. Helena and BRIDGE + NVCH (Rev. Lease terms) Agenda Item #12.2.

ADDENDUM TO STAFF REPORT FOR AGENDA ITEM 12.2
Background
On Saturday August 19, BRIDGE Housing contacted City staff with an urgent request related to their proposal regarding the rehabilitation of the Hunt’s Grove Apartment development, and the associated request for an extension to the City’s existing loan to that project, and the Option to enter into a new 99 year ground lease. As part of their due diligence for the rehabilitation project, BRIDGE prepared an appraisal for the proposed 99 year ground lease, and found that based on the 99 term and the affordability restrictions, the lease has a fair market value of $800,000. The original staff report recommends that, in the event that BRIDGE and NVCH secure the financing for the rehabilitation work, the City would ground lease property for $1/year for 99 years. Based on BRIDGE’s appraisal, the City would be leasing the property as below fair market value, and BRIDGE believes that a below market rate lease from the City would trigger state prevailing wage requirements for this project. Their budget for the rehabilitation work does not account for the added costs that would result if prevailing wages were required, and the project would not be feasible if those requirements were triggered.

In order to ensure that prevailing wages are not required for the rehabilitation work, BRIDGE has proposed that they pay the City $800,000 in lease payments, but that the City make a loan to the developer in an amount equal to the $800,000 lease payments. In other words, the developer would not make the lease payments immediately, but would instead provide the City a promissory note obligating them to pay the total amount over the term of loan. State prevailing wage law provides an exemption for certain affordable housing developments that are assisted through a “below-market interest rate loan.” The proposed new structure is intended to fall within that exemption.

Proposed New Lease and Loan Terms
Under this additional proposal, if BRIDGE and NVCH are successful in securing financing, the City would enter into a new 99 year ground lease with the limited partnership, and the limited partnership would be obligated to pay $800,000 in ground lease payments to the City. The lease payments would, however, be funded through a loan from the City in an amount not to exceed $800,000. The loan would have a term of 57 years, would accrue interest at the rate of 3% per year, and would be payable out of a portion of “residual receipts.” “Residual receipts” are comprised of the cash flow generated from the project after all other expenses are paid.

BRIDGE currently projects that the City would begin receiving annual payments from residual receipts in the amount of $6,980 starting on or around year 8 of operations following the rehabilitation of the Project. It is important to note that the loan will not require additional funding from the City. The loan is instead offsetting additional lease payments that were not contemplated as part of the original recommendation.

A revised resolution and a revised Option Agreement are included with this Addendum to the Staff Report.

Recommendation
Agenda Item #12.2.

Staff recommends that Council approve the revised resolution to authorize the inclusion of the revised lease terms in the Option Agreement, and the commitment for the additional loan. This will not require additional financial commitments by the City (and will in fact allow the City to receive additional loan payments in exchange for its commitments) and will help to ensure the financial feasibility of the proposed rehabilitation work.

Agenda Item #12.2.

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

AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE A LOAN

EXTENSION COMMITMENT LETTER, AN OPTION TO GROUND LEASE

AGREEMENT, AND A SECOND LOAN COMMITMENT LETTER TO FUND
GROUND LEASE PAYMENTS IN CONNECTION WITH THE HUNT’S GROVE APARTMENT COMPLEX AT 548 HUNT AVENUE
WHEREAS, Hunt Avenue Associates was formed as a limited partnership on July 23, 1990, to develop and operate a 56-unit rental housing complex called Hunt’s Grove Apartments located at 548 Hunt Avenue in St. Helena (the “Project”). Hunt Avenue Associates is controlled by its general partner, Hunt Avenue, Inc., which is a non-profit organization, under the control of the Board of Directors of BRIDGE Housing Corporation (“BRIDGE”) and Napa Valley Community Housing (“NVCH”); and
WHEREAS, a ground lease was entered into by and between the City of St. Helena and BRIDGE Housing Corporation (the “Ground Lease”). The Partnership, Hunt Avenue Associates LP then sub-leased the land on which the Project was built from BRIDGE. The initial lease term was for 55-years commencing on August 7, 1991, expiring in 2046; and WHEREAS, on June 11, 1991, the City Council approved a resolution approving a promissory note and deed of trust between BRIDGE Housing and the City related to fees due to the City in the amount of $762,752 that were deferred at the issuance of the building permits. The outstanding balance on the loan is $431,449 (the “Loan”); and
WHEREAS, BRIDGE and NVCH desire to apply for an new allocation of 4% Low Income Housing Tax Credits to be used to rehabilitate the Project; and WHEREAS, in order to apply for tax credits, BRIDGE and NVCH have requested that the City execute a commitment letter stating the City’s willingness to extend the term of the Loan for an additional 57 years, to enter into an Option to Ground Lease Agreement, that would allow the parties to enter into an extended ground lease for a term of 99 years if BRIDGE and NVCH secure construction financing for the proposed rehabilitation work, and to prepare and execute a commitment letter stating the City’s willingness to provide a below market rate loan in the amount of $800,000 to prepay the ground lease payments due under the terms of the ground lease, which loan would be repaid out of residual receipts; and
WHEREAS, the City Council of the City of St. Helena desires to grant authority and direct the City Manager to execute such commitment letters and option to ground lease agreement in accordance with the terms set forth in this Resolution; NOW, THEREFORE, BE IT RESOLVED The City Council of the City of St. Helena, California, does resolve as follows:

Agenda Item #12.2.

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

SECTION 2. Approval of Loan Extension Commitment Letter. The City Council authorizes and directs the City Manager to execute a loan extension commitment letter in substantially the form included in the staff materials that accompany this resolution, to extend the term of the existing loan for the Hunt’s Grove Apartments for an additional 57 years from the current maturity date of February 1, 2024 to February 1, 2081, and changing the interest rate from 3% per year, to the applicable federal rate at the time of closing on the construction financing for the rehabilitation of the Hunt’s Grove Apartments, subject to minor modifications approved by the City Manager in consultation with the City Attorney.

SECTION 3. Approval of Option to Ground Lease Agreement. The City Council authorizes and directs the City Manager to execute an Option to Ground Lease Agreement in substantially the form included with this resolution with BRIDGE and NVCH, or a limited partnership established by BRIDGE and NVCH to own and operate the Hunt’s Grove Apartment, subject to minor modifications approved by the City Manager in consultation with the City Attorney.

SECTION 4. Approval of Ground Lease Payment Commitment Letter. The City Council authorizes and directs the City Manager to execute a loan commitment letter for a loan a limited partnership established by BRIDGE and NVCH to own and operate the Hunt’s Grove Apartment in an amount not to exceed $800,000 for the prepayment of lease payments due under the proposed Ground Lease Agreement, which loan shall be repaid from a pro rata share of residual receipts from the Project, shall have an interest rate 3% per year simple interest, and a term of 57 years from the close of escrow on financing for the rehabilitation of the Project. The loan commitment letter shall be in a forma as approved by the City Manager in consultation with the City Attorney
PASSED, APPROVED AND ADOPTED by the City Council of the City of St. Helena, California, at a regular meeting held on this 22nd day of August, 2023, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

___________________________________
Paul Jamison Dohring, Mayor
ATTEST:
__________________________________
Cindy Tzafopoulos, City Clerk
Agenda Item #12.2.

August 22, 2023
California Tax Credit Allocation Committee
915 Capitol Mall, Suite 485
Sacramento, CA 95814
Dear TCAC:

This letter is to acknowledge that the City of St. Helena (“Lender”) supports the rehabilitation of Hunt’s Grove Apartments in St. Helena. In supporting the rehabilitation, the Lender will modify the project’s loan with City of St. Helena for the single new tax credit partnership, to be controlled by BRIDGE Housing Corporation and Napa Valley Community Housing and its affiliates.

Below, please find a summary of the Lender’s loans and modifications:

Source Current
Principal
Accrued Interest
through
May 1, 2024*
Total Principal
and Interest
Current
Interest
Rate
Proposed Interest Rate Extended
Loan
Maturity
City of St.

Helena $243,187 $188,262 $431,449 3%
AFR at time of construction
closing (estimated – May 1,
2024)
57 years
*Note: The accrued interest amount is subject to change.

New Committed Loan Amounts and Terms
Type Source Principal
Amount
Accrued
Interest through
Projected
Closing Date
Total
Loan
Amount
Interest
Rate
New
Loan
Term
Loan City of St. Helena $431,449 $0 $431,449 AFR at the time of construction closing 57 Years
BRIDGE Housing Corporation and Napa Valley Community Housing intend to sponsor a new Federal Low Income Housing Tax Credit project for the purposes of substantially rehabilitating Hunt’s Grove Apartments. Hunt Avenue Associates, LP has site control for this project. BRIDGE Housing Corporation and Napa Valley Community Housing support the LIHTC application and will participate in the future ownership structure through Hunt Pradera II, LLC which will serve as the General Partner. A new tax credit partnership will also be created and Hunt Pradera II, LLC will serve as General Partner.

The City of St. Helena supports this project and will modify existing regulatory agreement and loans for the new tax credit financing. Modification includes extending the term of its loans and affordability restrictions for a 57-year term and restating the principal and accrued interest rate at the Applicable Federal Rate (AFR) at the date of the closing of the new financing. The Lender will also resubordinate its loans to the senior mortgage and senior residual receipts financing. The Lender may also allow additional financing subject to County program requirements.

Finally, the Lender’s regulatory agreements and loans will be assumed by the new ownership entity and the assumption will take place upon the acquisition and prior to the commencement of the rehabilitation of this project. If you have any questions or require additional information, please contact Mandy Kellogg at (707) 312-1260.

Sincerely,
Anil Comelo
City Manager
Agenda Item #12.2.

Option to Ground Lease
City of St. Helena – BRIDGE & NVHC Page 1
144.182/549668

OPTION TO GROUND LEASE AGREEMENT
This Option to Ground Lease Agreement (this “Agreement”) is entered into as of this _____ day of __________ 2023, by and amongst the CITY OF ST. HELENA, a municipal corporation, as optionor (“City”), BRIDGE Housing Corporation, a California nonprofit public benefit corporation (“BRIDGE”) and Napa Valley Housing Corporation, a California nonprofit public benefit corporation (“NVHC”), and their respective permitted successors and assigns hereunder (jointly and collectively, “Optionee”), with reference to the following facts:

RECITALS
A. WHEREAS the City is the fee owner of that certain real property located on Hunt Avenue in the City of St. Helena, California, as legally described in Exhibit A attached hereto and by reference incorporated herein (the “Property”).

B. WHEREAS Hunt Avenue Associates, A California Limited Partnership (“Existing Owner”), developed and owns in fee a multifamily residential building consisting of 55 rental units affordable to low-income households plus 1 manager’s unit (the “Improvements”) on the Property under that certain Sublease entered into by BRIDGE, as landlord, and Existing Owner, as tenant, dated August 7, 1991 (the “Existing Sublease”), which Existing Sublease was entered pursuant to the terms of that certain Second Amended and Restated Land Lease by and between the City, as landlord, and BRIDGE, as tenant, dated May 15, 1991 (the “Existing Ground Lease,” and together with the Existing Sublease, the “Existing Leases”).

C. WHEREAS Optionee desires to acquire Existing Owner’s interests in the Property and Improvements for the purpose of rehabilitating the Improvements (the “Project”). In furtherance thereof, Optionee has entered into that certain Purchase and Sale Agreement with Existing Owner dated August 1, 2023 (“PSA”), to acquire the Existing Owner and BRIDGE’s leasehold interests in the Property, and the fee interest in the Improvements from Existing Owner.

Concurrent with the acquisition under the PSA, Optionee also desires to enter into a new ground lease with the City pursuant to which the City, Existing Owner and BRIDGE will terminate the Existing Leases, and the City will lease the Property to Optionee, subject to certain conditions as provided herein. As purchaser under the PSA, Optionee has the exclusive rights to negotiate with the City regarding a lease of the Property and rehabilitation of the Improvements.

D. In order to apply for Project financing, Optionee desires to obtain from the City, and the City desires to grant to Optionee, upon the specific terms and conditions set forth in this Agreement, the exclusive right and option to lease the Property.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS:

Agenda Item #12.2.

Option to Ground Lease
City of St. Helena – BRIDGE & NVHC Page 2
144.182/549668

AGREEMENT
Section 1. Grant of Option; Termination of Existing Ground Lease. The City grants to Optionee the option to lease the Property and construct improvements to be located thereon for the consideration and under the terms and conditions set forth in this Agreement (the “Option”). Pursuant to the PSA, Existing Owner and BRIDGE have agreed to assign their respective rights, as tenants, under the Existing Leases to Optionee, have consented to the Option, and have agreed to terminate the Existing Leases concurrently with Optionee’s acquisition of the Improvements and execution of the Ground Lease described under this Agreement.

Section 2. Term of Option: Exercise.
a. Term and Extension of Term. The term of the Option (the “Term”) shall be for a period commencing on the date of this Agreement and ending on the earlier of: (i) June 30, 2025, or (ii) termination of the PSA (the “Initial Term”), unless extended.

During the Term, Optionee and City agree to negotiate in good faith to complete all of the terms and conditions of the ground lease of the Property from the City to Optionee consistent with this Agreement (upon completion of such negotiations, the “Ground Lease”). The Term shall end on the date set forth above or, if earlier, on the effective date of the Ground Lease.
b. Exercise of Option. Before the expiration of the Term and at any time following the City’s approval of the Ground Lease contemplated under this Agreement, and, so long as the Optionee is not then in default under this Agreement or any other agreements with the City, Optionee may exercise the Option by giving written notice to the City (the “Option Notice”). Notwithstanding the foregoing, Optionee’s right to close on the Ground Lease shall be conditioned on obtaining the construction financing necessary to acquire the Property and develop the Project. c. Expiration. The Option shall expire at midnight on the last day of the Term. If the expiration of the Term falls on a Saturday, Sunday or legal holiday in the State of California, then the Option may be exercised on the next following business day.

Upon termination of the Option and a written request by the City, Optionee shall sign and deliver a quitclaim deed or such other document as may be reasonably required by the City to evidence the termination of the Option.

Section 3. Option Consideration. The Option is granted in consideration of Optionee’s obligation to negotiate in good faith for the Ground Lease and for advancement of the Project. The Option consideration is related to the Option only and in no way relates to Ground Lease payments that will be owed to the City.

Section 4. Ground Lease of the Property. City staff shall prepare the initial form of ground lease substantially in the form used by the City for projects in which the City is fee owner of property to be developed for affordable housing. The Ground Lease shall be in accordance with the following:

Agenda Item #12.2.

Option to Ground Lease
City of St. Helena – BRIDGE & NVHC Page 3
144.182/549668
a. Term of Ground Lease. The Ground Lease shall become effective immediately following the full execution by the parties thereto and shall end ninety nine (99) years from such date.
b. Taxes and Assessments. The Optionee shall be responsible for the payment of any and all property taxes and assessments levied against the leasehold estate and the Property during the term of the Ground Lease subject to any abatement available therefrom.
c. Project Use. The Project shall be used during the term of the Ground Lease only for affordable housing and 100% of the residential housing units therein, (except any manager units) in the Project shall be both rent-restricted and occupied by households earning no more than 120% or less of the Area Median Income (“AMI”) with at least twenty-seven (27) of said units restricted to households earning 80% AMI as determined and published by TCAC and derived, in part, by income limits from the United States Department of Housing and Urban Development for the County of Napa, adjusted for household size, and approved ancillary uses, including the provision of community services.
d. Rent. The Optionee shall pay the landlord a capitalized rent payment in the amount of $800,000 upon commencement of the Ground Lease. The rent shall be paid by landlord taking back a residual receipts note for the full amount of the capitalized rent, with a term of 57 years and an interest rate of 3% per annum. e. Construction and Operation of the Project. The Optionee shall be responsible, at its sole cost, for construction, operation and maintenance of the Project during the Ground Lease term.
f. Title to Property. The Ground Lease shall provide that the City will own fee title to the land, and the Optionee will own fee title to all improvements constructed or otherwise located on the land, during the Ground Lease term. g. Disposition of Improvements at End of Lease. At the end of the Ground Lease term, fee title to all the improvements shall vest in the City without further action of any party, without any obligation by the City to pay any compensation therefor to the Optionee and without the necessity of a deed from the Optionee to the City. h. Mortgagee Protections. The Ground Lease shall include standard mortgagee protection provisions.
i. Defaults; Right to Cure. The City will provide any notice of any defaults under the Ground Lease to the Optionee’s limited partners and lenders, and allow any such parties the right to cure a default by the Optionee under the Ground Lease.

Pursuant to the terms of the Ground Lease, City shall not be entitled to terminate the Ground Lease following any uncured default by the Optionee during the fifteen (15) year Agenda Item #12.2.

Option to Ground Lease
City of St. Helena – BRIDGE & NVHC Page 4
144.182/549668
tax credit compliance period for the Project, except if such default is failure to pay rent or use the Property for affordable housing.
j. Encumbrances. The Ground Lease will permit the Optionee to encumber its leasehold interest in the Property to secure any loans deemed necessary by the Optionee, as approved by the City. Any funds from a loan secured by the Property must be used for the development, maintenance, rehabilitation or operation of the Property or Improvements.

Section 5. Closing.
a. Expenses. All expenses, fees or costs (except attorneys’ fees and costs) incurred in connection with the Ground Lease of the Property, including, but not limited to, city and county documentary transfer tax, conveyance taxes, recording charges (if any) and costs of title insurance shall be borne by the Optionee. Each party shall bear its own attorneys’ fees and costs incurred in connection with negotiation and execution of this Agreement and the Ground Lease.
b. Proration of Taxes. Real property taxes on the Property shall be prorated as of the date of closing of the Ground Lease. c. Title Insurance. The closing of the Ground Lease shall be conditioned on the issuance to the Optionee of an ALTA leasehold policy of title insurance, from a title company chosen by the Optionee, insuring the Optionee’s leasehold interest in the Property subject only to reasonable exceptions approved by the Optionee.

Section 6. Notices. All notices or other communications made pursuant to this Agreement shall be in writing and shall be deemed properly delivered, given or served to the parties at the following addresses when (i) mailed by certified mail, postage prepaid, return receipt requested; (ii) sent by express delivery service, charges prepaid with a delivery receipt; or (iii) personally delivered when a delivery receipt is obtained:

City: City of St. Helena
1480 Main Street
St. Helena, CA 94574
Attn: City Administrator
Optionee: BRIDGE Housing Corporation
600 California St, Suite 900
San Francisco CA 94108
And
Napa Valley Housing Corporation
150 Camino Dorado,
Napa, CA 94558
Agenda Item #12.2.

Option to Ground Lease
City of St. Helena – BRIDGE & NVHC Page 5
144.182/549668
All notices so delivered, mailed or sent shall be deemed received as of the date shown on the delivery receipt as the date of delivery, the date delivery was refused or the date the notice was returned as undeliverable. Either party may change its address for the purposes of this paragraph by giving prior written notice of the change to the other party in the manner provided in this Section

6. Any notice required under this Agreement that is sent by a Party shall be sent to, or contemporaneously copied to, all of the other Parties.

Section 7. Assignment of Option. Without the prior written consent of the City, Optionee may assign its rights and obligations under this Agreement to a limited partnership in which BRIDGE and/or NVCH, or their respective corporate affiliates, are general partners.

Optionee shall provide written notice and a copy of an assignment agreement executed by Optionee and its permitted assignee within five (5) business days after such assignment of this Agreement.

Section 8. Binding Effect. This Agreement and its terms and conditions shall bind upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns.

Section 9. Time. Time is of the essence of this Agreement.

Section 10. Further Documents. Upon the reasonable request of the other party, each party will execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such further instruments and documents as may be reasonably necessary in order to carry out the intent and purpose of this Agreement, including escrow instructions.

Section 11. Commission. Each party to this Agreement represents to the other party that it has not engaged or used the services of any person, firm or corporation that may claim a broker's commission or finder's fee upon execution of this Agreement or the Ground Lease, and each party to this Agreement agrees to hold the other party harmless from any loss, damage, expense or liability, including attorney's fees, resulting from any claim by any person, firm or corporation based upon its having acted as broker or finder on behalf of said indemnifying party.

Section 12. Captions. The captions of the paragraphs of this Agreement are for convenience and reference only, and the words contained in the captions shall in no way be held to explain, modify, amplify or aid in the interpretations, constructions or meaning of the provisions of this Agreement.

Section 13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Agreement.

Section 14. Entire Agreement; Signatures. This Agreement contains the entire agreement between the parties respecting the matters set forth, and supersedes all prior agreements between the parties respecting the matters set forth.

Agenda Item #12.2.

Option to Ground Lease
City of St. Helena – BRIDGE & NVHC Page 6
144.182/549668
Section 15. Attorneys’ Fees. In any action between Optionee and the City to enforce or interpret any of the terms of this Agreement, the prevailing party shall be entitled to recover costs of suit and expenses including, without limitation, reasonable attorneys' fees. [Signature Pages Follow]
Agenda Item #12.2.

Option to Ground Lease
City of St. Helena – BRIDGE & NVHC Optionee Signature Page 144.182/549668
IN WITNESS WHEREOF, the authorized representatives of the undersigned Optionee have executed this Agreement as of the date first written above.

OPTIONEE

NAPA VALLEY HOUSING
CORPORATION, a California nonprofit
public benefit corporation
By: ____________________________
Name: __________________________
Title: __________________________

BRIDGE HOUSING CORPORATION
a California nonprofit public benefit
corporation
By: ____________________________
Name: __________________________
Title: __________________________

[Signature Pages Continue]
Agenda Item #12.2.

Option to Ground Lease
City of St. Helena – BRIDGE & NVHC City Signature Page
144.182/549668
IN WITNESS WHEREOF, the authorized representatives of the undersigned City have executed this Agreement as of the date first written above.

CITY
CITY OF ST. HELENA, a municipal corporation
By: ___________________________________
City Administrator
APPROVED AS TO FORM:
______________________________________
City Attorney
Attest:
______________________________________
City Clerk
Agenda Item #12.2.

Option to Ground Lease
City of St. Helena – BRIDGE & NVHC Exhibit A
144.182/549668

EXHIBIT A
Property Description
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ST. HELENA COUNTY OF NAPA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Commencing at a point on what is known as the D. O. Hunt line, at the most Southern corner of the tract of land conveyed to the Town of St. Helena by deed recorded January 23, 1901 in Book 67 of Deeds, Page 331, said Napa County Records (said point being the Northeastern end of Hunt Avenue); running thence North 28 degrees East, along said D. O. Hunt line, 930.6 feet; thence North 62 degrees West 234.63 feet; thence South 28 degrees West 930.6 feet; thence South 62 degrees East, to and along the Northeastern end of Hunt Avenue, 234.63 feet to the point of commencement.

APN: 009-030-019-000
Agenda Item #12.2.

Agenda Report to the City Council
Agenda Section: NEW BUSINESS
Department: Public Works
DATE: August 22, 2023
FROM: Joseph Leach, Public Works Director and City Engineer, Lesley Milton, Asst. to the City Manager
SUBJECT: Provide demonstration of draft Capital Improvement Program Project Disposition Portal and receive input.

RECOMMENDED
ACTION:

Review the portal and ask questions as necessary.

PREVIOUS COUNCIL
ACTION:

The City Council approved the 5-year Capital Improvement Program on June 13, 2023.

STATEMENT OF THE
PURPOSE:

A visual demonstration of a public facing dashboard so the Council and the public can view the status of CIP Projects.

FINANCIAL IMPACT: There is no fiscal impact associated with this item. This is for information only.

BACKGROUND:

The City of St. Helena Capital Improvement Program (CIP) is a five-year planning tool that identifies anticipated capital improvements and their funding sources for fiscal years 2023-24 through 2027-28. The CIP does not appropriate funds but rather functions as a budgeting and planning tool which supports actual appropriations that are made through budget adoption.

CIP programs and projects are dedicated to maintaining and improving City infrastructure in the five divisions: Civic, Streets, Water, Wastewater and Stormwater.

The City’s FY 2024-2028 CIP consists of 100 projects in five divisions totaling approximately $57.4 million over a five-year period with $17.9 million of the projects slated for FY 2023-24. Of the $17.9 million in FY 2023-24, $1.34 million are for costs associated with CIP S-52 Wastewater Treatment Plant Upgrades.

DISCUSSION:

The City is committed to transparency in government by making project information available online. Utilizing this new tool, the public can track the progress of all active City CIP projects on our CIP Project Status Portal available on our City website. This portal contains statistics and status updates for each project for the benefit of the public in an effort to engage our citizens and provide timely information regarding CIP projects. This portal will be updated quarterly (i.e. sometimes more frequently) and is interactive to be able to "drill down" into the details of a specific project.

Agenda Item #12.3.

At the Council Meeting, staff will demonstrate the interactive nature of the dashboard and the ability to review the full project list, status of individual projects, total dollars spent to date, etc. A few Snapshots of the portal are included below:

Please note that this project is intended to be a work in progress and information can be added or modified as projects progress.

Agenda Item #12.3.

This effort is in alignment with the 2023 Council adopted Goals; Financial Sustainability, Infrastructure and Environmental Sustainability and Water Security but also the City Manager Goals of Organizational Effectiveness & Service Delivery and Capital Improvement Program.

ENVIRONMENTAL REVIEW: This is not a CEQA project.

Agenda Item #12.3.

Agenda Report to the City Council
Agenda Section: NEW BUSINESS
Department: Administration
DATE: August 22, 2023
FROM: Cindy Tzafopoulos, City Clerk
SUBJECT: Consideration and Proposed Approval of:

1. Designating a Voting Delegate on Behalf of the City
of St. Helena City Council; and

2. Designating Alternate Voting Delegates; and

3. The City Council authorizes the Voting Delegate
and/or Alternate Voting Delegates to vote on any
proposed resolutions on behalf of the City at the
League of California Cities Annual Conference
Business Meeting.

RECOMMENDED
ACTION:

Consideration and Proposed Approval of:

1. Designating a Voting Delegate on Behalf of the City
of St. Helena City Council; and

2. Designating Alternate Voting Delegates; and

3. The City Council authorizes the Voting Delegate
and/or Alternate Voting Delegates to vote on any
proposed resolutions on behalf of the City at the
League of California Cities Annual Conference
Business Meeting.

PREVIOUS COUNCIL
ACTION:

STATEMENT OF THE
PURPOSE:

To appoint a voting delegate and alternates to represent the City of St. Helena at the League of California Cities Annual Conference Business Meeting.

FINANCIAL IMPACT: There are no fiscal impacts.

DISCUSSION:

The League of California Cities provides legislative advocacy, professional development, and educational resources for incorporated cities and towns in California, including the City of St. Helena.

The League of California Cities Annual Conference is scheduled for September 20 - 22, 2023, at the SAFE Credit Union Convention Center in Sacramento. The Cal Cities General Assembly will convene on the last day of the conference for the Annual Business Meeting in order to potentially consider and take action on resolutions that establish League policy. Cal Cities did not receive any general resolutions by the July 22 submission deadline. There is still the possibility that petitioned resolutions may be introduced onsite at the conference by members.

Agenda Item #12.4.

Each member city of the League of California Cities may, with the approval of the City Council, designate a city official as their Designated Voting Delegate and, in the event that the Designated Voting Delegate is unable to serve in that capacity, up to two Alternate Voting Delegates may vote.

Designated Voting Delegates and Alternates must be registered to attend the Annual Conference. A staff member can be appointed to fill the voting role in the event that no Council Member plans to attend, or as an alternate delegate.

Currently Mayor Dohring, Vice Mayor Hall, Council Members Chouteau and Summers and City Manager Comelo are registered to attend the conference.

DOCUMENTS ATTACHMENTS:
2023 Voting Delegate Packet
Agenda Item #12.4.

1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org DATE: Wednesday, June 21, 2023
TO: Mayors, Council Members, City Clerks, and City Managers RE: DESIGNATION OF VOTING DELEGATES AND ALTERNATES
League of California Cities Annual Conference and Expo, Sept. 20-22, 2023, Sacramento SAFE Credit Union Convention Center
Every year, the League of California Cities convenes a member-driven General Assembly at the Cal Cities Annual Conference and Expo. The General Assembly is an important opportunity where city officials can directly participate in the development of Cal Cities policy.

Taking place on Sept. 22, the General Assembly is comprised of voting delegates appointed by each member city; every city has one voting delegate. Your appointed voting delegate plays an important role during the General Assembly by representing your city and voting on resolutions.

To cast a vote during the General Assembly, your city must designate a voting delegate and up to two alternate voting delegates, one of whom may vote if the designated voting delegate is unable to serve in that capacity. Voting delegates may either be an elected or appointed official.

Please complete the attached voting delegate form and email it to Cal Cities office no later than Monday, August 28.

New this year, we will host a pre-conference information session for voting delegates to explain their role. Submitting your voting delegate form by the deadline will allow us time to establish voting delegate/alternate records prior to the conference and provide preconference communications with voting delegates.

Please view Cal Cities’ event and meeting policy in advance of the conference.

Action by Council Required. Consistent with Cal Cities bylaws, a city’s voting delegate and up to two alternates must be designated by the city council. When completing the attached Voting Delegate form, please attach either a copy of the council resolution that reflects the council action taken or have your city clerk or mayor sign the form affirming that the names provided are those selected by the city council.

Please note that designating the voting delegate and alternates must be done by city council action and cannot be accomplished by individual action of the mayor or city manager alone.

Council Action Advised by August 28, 2023
Agenda Item #12.4.

Conference Registration Required. The voting delegate and alternates must be registered to attend the conference. They need not register for the entire conference; they may register for Friday only. Conference registration is open on the Cal Cities website.

For a city to cast a vote, one voter must be present at the General Assembly and in possession of the voting delegate card and voting tool. Voting delegates and alternates need to pick up their conference badges before signing in and picking up the voting delegate card at the voting delegate desk. This will enable them to receive the special sticker on their name badges that will admit the voting delegate into the voting area during the General Assembly.

Transferring Voting Card to Non-Designated Individuals Not Allowed. The voting delegate card may be transferred freely between the voting delegate and alternates, but only between the voting delegate and alternates. If the voting delegate and alternates find themselves unable to attend the General Assembly, they may not transfer the voting card to another city official.

Seating Protocol during General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate.

The voting delegate desk, located in the conference registration area of the SAFE Credit Union Convention Center in Sacramento, will be open at the following times:

Wednesday, Sept. 20, 8:00 a.m.- 6:00 p.m. and Thursday, Sept. 21, 7:30 a.m.- 4:00 p.m. On Friday, Sept. 22, the voting delegate desk will be open at the General Assembly, starting at 7:30 a.m., but will be closed during roll calls and voting.

The voting procedures that will be used at the conference are attached to this memo.

Please share these procedures and this memo with your council and especially with the individuals that your council designates as your city’s voting delegate and alternates.

Once again, thank you for completing the voting delegate and alternate form and returning it to Cal Cities office by Monday, Aug. 28. If you have questions, please contact Zach Seals at [email protected].

Attachments:
• General Assembly Voting Guidelines
• Voting Delegate/Alternate Form
• Information Sheet: Cal Cities Resolutions and the General Assembly Agenda Item #12.4.

1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org General Assembly Voting Guidelines

1. One City One Vote. Each member city has a right to cast one vote on matters pertaining to Cal Cities policy.

2. Designating a City Voting Representative. Prior to the Cal Cities Annual Conference and Expo, each city council may designate a voting delegate and up to two alternates; these individuals are identified on the voting delegate form provided to the Cal Cities Credentials Committee.

3. Registering with the Credentials Committee. The voting delegate, or alternates, may pick up the city's voting card at the voting delegate desk in the conference registration area. Voting delegates and alternates must sign in at the voting delegate desk. Here they will receive a special sticker on their name badge and thus be admitted to the voting area at the General Assembly.

4. Signing Initiated Resolution Petitions. Only those individuals who are voting delegates (or alternates), and who have picked up their city’s voting card by providing a signature to the credentials committee at the voting delegate desk, may sign petitions to initiate a resolution.

5. Voting. To cast the city's vote, a city official must have in their possession the city's voting card and voting tool; and be registered with the credentials committee. The voting card may be transferred freely between the voting delegate and alternates but may not be transferred to another city official who is neither a voting delegate nor alternate.

6. Voting Area at General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate.

7. Resolving Disputes. In case of dispute, the credentials committee will determine the validity of signatures on petitioned resolutions and the right of a city official to vote at the General Assembly.

Agenda Item #12.4.

CITY: ________________________________________
2023 ANNUAL CONFERENCE

VOTING DELEGATE/ALTERNATE FORM
Please complete this form and return it to Cal Cities office by Monday, August 28, 2023.

Forms not sent by this deadline may be submitted to the Voting Delegate Desk located in the Annual Conference Registration Area. Your city council may designate one voting delegate and up to two alternates.

To vote at the General Assembly, voting delegates and alternates must be designated by your city council. Please attach the council resolution as proof of designation. As an alternative, the Mayor or City Clerk may sign this form, affirming that the designation reflects the action taken by the council.

Please note: Voting delegates and alternates will be seated in a separate area at the General Assembly. Admission to this designated area will be limited to individuals (voting delegates and alternates) who are identified with a special sticker on their conference badge. This sticker can be obtained only at the voting delegate desk.

1. VOTING DELEGATE
Name:

Title:

2. VOTING DELEGATE - ALTERNATE
Name:

Title:

Email: _______________________________
Email: ______________________________

3. VOTING DELEGATE - ALTERNATE
Name:

Title:

Email: _____________________________

ATTACH COUNCIL RESOLUTION DESIGNATING VOTING DELEGATE AND ALTERNATES OR ATTEST: I affirm that the information provided reflects action by the city council to designate the voting delegate and alternate(s).

Name: ____________________________________ Email: _________________________________ Mayor or City Clerk: ________________________ Date: __________ Phone: ________________ (circle one) (signature) Please complete and email this form to [email protected] by Monday, August 28, 2023.

Agenda Item #12.4.

Sixty days before the
Annual Conference and
Expo, Cal Cities members
may submit policy
proposals on issues of
importance to cities. The
resolution must have the concurrence
of at least five additional member cities
or individual members.

How it works: Cal Cities
Resolutions and the General Assembly
General Assembly
General Resolutions
Policy Committees
Developing League of California Cities policy is a dynamic process that engages a wide range of members to ensure that we are representing California cities with one voice. These policies directly guide Cal Cities advocacy to promote local decision-making, and lobby against statewide policy that erodes local control.

The resolutions process and General Assembly is one way that city officials can directly participate in the development of Cal Cities policy. If a resolution is approved at the General Assembly, it becomes official Cal Cities policy. Here’s how Resolutions and the General Assembly works.

The petitioned resolution
is an alternate method
to introduce policy
proposals during the
annual conference. The
petition must be signed by
voting delegates from 10% of member
cities, and submitted to the Cal Cities
President at least 24 hours before the
beginning of the General Assembly.

Petitioned Resolutions
The Cal Cities President
assigns general resolutions
to policy committees where
members review, debate,
and recommend positions for
each policy proposal. Recommendations are
forwarded to the Resolutions Committee.

Who’s who
The Resolutions
Committee includes
representatives from
each Cal Cities diversity
caucus, regional
division, municipal
department, policy
committee, as well as
individuals appointed by
the Cal Cities president.

Voting delegates
are appointed by each
member city; every city
has one voting delegate.

The General Assembly
is a meeting of the
collective body of
all voting delegates —
one from every
member city.

Seven Policy
Committees meet
throughout the year to
review and recommend
positions to take on
bills and regulatory
proposals. Policy
committees include
members from each Cal
Cities diversity caucus,
regional division,
municipal department,
as well as individuals
appointed by the Cal
Cities president.

During the General Assembly, voting delegates
debate and consider general and petitioned
resolutions forwarded by the Resolutions Committee.

Potential Cal Cities bylaws amendments are also
considered at this meeting.

Cal Cities policy
development is a
member-informed
process, grounded
in the voices and
experiences of city
officials throughout
the state.

For more information visit www.calcities.org/general-assembly Prior to the Annual Conference and Expo
Resolutions Committee
The Resolutions Committee
considers all resolutions.

General Resolutions approved1
by either a policy committee
or the Resolutions Committee
are next considered by the General
Assembly. General resolutions not approved,
or referred for further study by both a policy
committee and the Resolutions Committee
do not go the General Assembly. All
Petitioned Resolutions are considered by the
General Assembly, unless disqualified.2
• Voting delegates will receive increased communications to prepare them for their role during the General Assembly.
• The General Assembly will take place earlier to allow more time for debate and discussion.
• Improvements to the General Assembly process will make it easier for voting delegates to discuss and debate resolutions.

What’s new in 2023?
During the Annual Conference and Expo
1 The Resolution Committee can amend a general resolution prior to sending it to the General Assembly. 2 Petitioned Resolutions may be disqualified by the Resolutions Committee according to Cal Cities Bylaws Article VI. Sec. 5(f).

Agenda Item #12.4.